Arezzo (AZZA3), currently AZZAS 2154 S.A., reported in a material fact on Wednesday, September 2, 2026, that it received from its shareholders Alexandre Café Birman and Roberto Jatahy Gonçalves a corporate reorganization proposal to be submitted to the board of directors and shareholders. The transaction calls for the segregation of the current businesses into two independent publicly traded companies, Arezzo&Co and SOMA, both listed on B3’s Novo Mercado, as well as the creation of a specific company for the FARM brand and its extensions.
According to the announcement, the new FARM company will combine Farm Brasil, Farm Internacional and Fábula, with a 57.4% stake for Arezzo&Co and 42.6% for SOMA, while maintaining its own management and governance. Arezzo&Co will continue the Shoes & Bags portfolio, including Arezzo, Schutz, Anacapri, Vans, Alexandre Birman, Carol Bassi, as well as Hering and its extensions, while SOMA will concentrate Animale, NV, Maria Filó, Cris Barros, Reserva and its extensions, Oficina and Foxton, in addition to the 42.6% stake in FARM Rio.
The reorganization will be carried out in two stages: first, a partial spin-off to separate brands and operations between Arezzo&Co and SOMA and to establish the company that will concentrate the FARM Rio businesses; then, a share swap between the shareholders of the Birman Block and the Jatahy Block involving shares of Arezzo&Co and SOMA. Once the process is completed, the Jatahy Block will hold 25.95% of SOMA, the Birman Block will have 32.13% of Arezzo&Co and 6.18% of SOMA, and the other shareholders will hold 67.87% in each of the new companies.
With the implementation of the spin-off, each AZZAS 2154 shareholder will become the holder of shares issued by Arezzo&Co and SOMA in the same proportion as their current stake in the company’s share capital, fully preserving their relative ownership interest. The company also informed that the partial spin-off will not give shareholders withdrawal rights, pursuant to Article 137 of the Brazilian Corporations Law.
The completion of the reorganization is subject to the usual approvals for this type of transaction, including resolutions by management bodies and the general shareholders’ meeting, clearance by the Administrative Council for Economic Defense (CADE) and approval for listing SOMA’s shares on B3’s Novo Mercado. Arezzo stated that it will keep its shareholders and the market informed about the next steps of the transaction.
