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 May, 2024.

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 – Clarifications on News Published in the Media

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: May 22, 2024

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

EX-99.1

SUZANO S.A.

Publicly-Held Company

Corporate Taxpayer ID (CNPJ/MF): 16.404.287/0001-55
Company Registry (NIRE): 29.3.0001633-1

MATERIAL FACT

São Paulo, May 22th, 2024 – Suzano S.A. (“Company” or “Suzano”) (B3: SUZB3/NYSE: SUZ), in response to Official Letter No. 384/2024-SLS, sent by the Listing and Issuer Supervision Superintendence of B3 S.A. - Brasil, Bolsa, Balcão ("B3"), on May 21th, 2024 ("Letter"), and received by the Company on the same date, the Company hereby provides the following clarifications:

"May 21th, 2024

384/2024-SLS

Suzano S.A.

Attn: Marcelo Feriozzi Bacci

Director of Investor Relations

Subject: Request for clarifications regarding atypical fluctuations

Dear Sir/Madam,

Considering the recent fluctuations observed in the securities issued by this company, the number of trades, and the volume traded, as detailed below, we kindly request that you inform us by May 22th, 2024, if there are any facts known to you that could justify them."

In response to the request presented by B3 through the Official Letter, the Company clarifies that news regarding a potential transaction involving Suzano and the International Paper Company ("International Paper") have been disclosed in the media since May 7th, 2024, which appears to have impacted Company’s shares price and trading volume.

Regarding this matter, the Company disclosed, in compliance with the obligations set forth in the Brazilian Corporation Law and CVM Resolution No. 44, as well as in response to an Official Letter issued by the CVM, a Material Fact and Notice to the Market through which it clarified to shareholders and the market in general that it continuously analyzes market opportunities

for potential transactions, without, at that time, any formal document, agreement, act, or decision by the Company that could constitute a material fact.

More recently, a new report regarding a potential operation between the Company and International Paper was published on the Reuters’ website1 on May 20th, 2024. The Company believes that the fluctuation experienced in the shares price on May 21th, 2024, is likely due to this news.

Nevertheless, considering the occurrence of atypical fluctuations, the Company confirms its interest in International Paper assets. However, it reiterates that, up to the moment, there is no agreement, binding or otherwise, nor any decision or deliberation by the Company's management regarding a potential operation that meets the minimum materiality required to qualify as a material fact.

The Company further informs that it conducted relevant internal investigations and inquiries with its administrators regarding the media report before providing this clarification.

Finally, the Company reaffirms its commitment to keep the market duly informed about any relevant information.

São Paulo, May 22th, 2024.

Marcelo Feriozzi Bacci

Chief Financial and Investor Relations Officer

1Available in: Exclusive: Brazil's Suzano discusses higher bid for International Paper, sources say <https://www.reuters.com/markets/deals/brazils-suzano-discusses-higher-bid-international-paper-sources-say-2024-05-20/> | Reuters Access on May, 21th, 2024.