Suzano SA ADR 2026年年度报告和过渡报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM20-F ☒ANNUAL REPORT PURSUANT TO SECTION13OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended DECEMBER 31, 2025 Commission file number 001-38755 Securities registered or to be registered pursuant to Section12(b)of the Act. 1,264,117,615 common shares, without par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or15(d)of the Securities Exchange Act of 1934. No☒ Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section13 or 15(d)of the Securities ExchangeAct of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90 days. No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). No☐ Yes☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growthcompany. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant toSection 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report. No☐ Yes☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards asissued by the International AccountingStandards Board☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant haselected to follow. Item 17☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the ExchangeAct).Yes☐No☒ TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS This annual report includes forward-looking statements, mainly in “Item 3. Key Information — D. Risk Factors,” “Item 4.Information on the Company — Business Overview” and “Item 5. Operating and Financial Review and Prospects.” We have basedthese forward-looking statements largely on our current expectations about future events and financial trends affecting ourbusiness. These forward-looking statements are subject to risks, uncertainties and assumptions, including among other things: •our management and future operation;•the implementation of our main operational strategies, including our potential participation in acquisitions, joint venturetransactions or other investment opportunities;•general economic, political and business conditions, both in Brazil and in our principal export markets;•industry trends and the general level of demand for, and change in the market prices of, our products;•existing and future governmental regulation, including tax, labor, pension and environmental laws and regulations andimport tariffs in the United States, in Brazil and in other markets in which we operate or to which we export ourproducts;•the competitive nature of the industries in which we