6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2023.

Commission File Number 001-38755

Suzano S.A.

(Exact name of registrant as specified in its charter)

SUZANO INC.

(Translation of Registrant’s Name into English)

Av. Professor Magalhaes Neto, 1,752

10th Floor, Rooms 1010 and 1011

Salvador, Brazil 41 810-012

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Enclosures:

Exhibit 99.1 – Minutes of the Meeting of the Board of Directors

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 24, 2023

	SUZANO S.A.
By:	/s/ Marcelo Feriozzi Bacci
Name:	Marcelo Feriozzi Bacci
Title:	Chief Financial and Investor Relations Officer

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EX-99.1

Exhibit 99.1

SUZANO S.A.

Publicly Held Company with Authorized Capital

CNPJ/ME No. 16.404.287/0001-55

NIRE No. 29.300.016.331

MINUTES OF THE BOARD OF DIRECTORS MEETING

HELD ON MARCH 23, 2023

1.Date, Time and Place: On March 23, 2023, at 10:00 a.m., in a meeting held exclusively digitally, by videoconferencing (“Meeting”), pursuant to item 6.4 of the Internal Rules of the Board of Directors (“Board”) of Suzano S.A. (“Company”).

2.Attendance: The following Directors of the Company attended the Meeting: David Feffer (Chairman of the Board of the Directors), Daniel Feffer (Vice-Chairman of the Board of Directors), Nildemar Secches (Vice-Chairman of the Board of Directors), Ana Paula Machado Pessoa (Director), Gabriela Feffer Moll (Director), Maria Priscila Rodini Vansetti Machado (Director), Paulo Rogerio Caffarelli (Director), Rodrigo Calvo Galindo (Director) and Paulo Sergio Kakinoff (Director). The members of the Company’s Supervisory Board were also present, Messrs. Eraldo Soares Peçanha, Luiz Augusto Marques Paes and Rubens Barletta. Also attending the Meeting, as guests, Chief Executive Officer, Mr. Walter Schalka, Chief Financial, Legal and Investor Relations Officer, Mr. Marcelo Feriozzi Bacci and Mrs. Silvia Krueger Pela.

3.Chairman and Secretary: Mr. David Feffer chaired the Meeting and Mrs. Silvia Krueger Pela acted as secretary.

4.Agenda: To resolve on: (i) the Management Proposal to be submitted to the Company’s Annual and Extraordinary General Shareholders’ Meetings to be held exclusively digitally on April 26, 2023 (“AESM”), which includes the proposed capital budget of the Company for the fiscal year ending December 31, 2023, the proposed allocation of net income for the fiscal year ended on December 31, 2022, the annual overall compensation of the management and the Supervisory Board, if established, for the fiscal year ending December 31, 2023 (“Management Proposal”) and the proposal to amend the head provision of Article 5 of the Company’s Bylaws to reflect the number of shares into which the Company’s share capital is divided, due to the cancellation of treasury shares approved at the Board of Directors’ Meeting held on February 28, 2023 (“Amendment to the Bylaws”), with the consent restatement of the Company’s Bylaws to be submitted for approval at the AESM; and (ii) the call notice and respective call for the AESM.

5.Minutes in Summary Form: The Directors, unanimously, resolved to draw up these minutes in summary form, with the respective materials with respect presented in connection to the agenda being filed at the Company’s headquarters.

6.Resolutions: The Directors approve, by unanimous vote and without reservations, the following resolutions:

6.1To approve the Management Proposal, as per the copy filed at the Company’s headquarters, to be submitted to the AESM.

iIt was recorded that, as to the Company’s capital budget proposal for the fiscal year ending on December 31, 2023, after discussing the topic in context with the Company’s economic-financial

strategy, the Directors decided to propose, observing the permissive of the second part of paragraph 4 of article 196 of the Brazilian Corporation Law, the retained earnings in the amount of fourteen billion, nine hundred and seventy-two million, three hundred and twenty-three thousand and three hundred and seventy-seven reais and five cents (BRL 14,972,323,377.05), for investment in investments planned to meet the Company’s commitments in its growth strategy in the application of production capacity and process improvements, as indicated in Annex III to the Management Proposal.

iiThe directors approve and submit to the AESM the proposal for (i) Amendment to the Bylaws; and (ii) the restatement of the Company’s Bylaws to reflect the Amendment to the Bylaws. The proposed Amendment to the Bylaws to be submitted for approval at the AESM creates the Annex VIII to the Management Proposal; and

6.2. To approve the call notice and respective call for the Company’s Annual and Extraordinary General Shareholders’ Meetings, to be held on April 26, 2023, at 10:00 a.m., exclusively digitally.

7.Closing: There being no further matters to be discussed, the meeting was closed. The minutes of the Meeting were drafted, read and approved by all Directors present.

São Paulo, SP, March 23, 2023.

Board:

_________________________________ David Feffer Chairman _________________________________ Silvia Krueger Pela Secretary

Attending Directors:

_________________________________ David Feffer Chairman of the Board of Directors _________________________________ Daniel Feffer Vice-Chairman of the Board of Directors

_________________________________ Nildemar Secches Vice-Chairman of the Board of Directors _________________________________ Ana Paula Machado Pessoa Director

_________________________________ Gabriela Feffer Moll Director _________________________________ Maria Priscila Rondini Vansetti Machado Director

_________________________________

Paulo Rogerio Caffarelli

Director _________________________________ Rodrigo Calvo Galindo Director

_________________________________

Paulo Sergio Kakinoff

Director