Assaí's Strategic Deregistration from U.S. Markets: Implications for Investors

In a move that underscores the evolving priorities of multinational corporations, Assaí (trading as Sendas Distribuidora) has announced its intention to deregister its American Depositary Shares (ADSs) from U.S. markets, effective January 2025. This decision, formalized through a Form 15F filing with the U.S. Securities and Exchange Commission (SEC), marks a strategic pivot toward cost efficiency, regulatory simplification, and a refocus on its core Brazilian market. For investors, the implications span both opportunities and risks, particularly for those with exposure to U.S.-listed shares.

Cost Efficiency: A Primary Driver

Assaí's deregistration is rooted in a clear cost-benefit analysis. Maintaining a U.S. listing entails significant compliance and operational expenses, including adherence to the SEC's stringent reporting requirements under the Securities Exchange Act of 1934. By terminating these obligations, the company can redirect resources toward its primary market. According to a report by , 87% of Assaí's trading volume already occurs on Brazil's Novo Mercado, a segment of B3 S.A. known for its robust corporate governance standards. This shift aligns with the company's "low-cost operational model," as noted in its SEC filings.

Financial performance data further supports this rationale. In Q3 2025, Assaí achieved a 7.6% EBITDA margin and reduced net debt by BRL500 million year-over-year, partly through cost-control measures like the adoption of self-checkout systems in 90% of its stores. The company also met its 2025 leverage target, with a Net Debt/EBITDA ratio of 2.56x, slightly below its initial guidance of 2.60x. These metrics suggest that deregistration is part of a broader strategy to optimize capital allocation and deleverage, particularly in a challenging economic environment.

Regulatory Focus: Simplifying Cross-Border Obligations

The deregistration also reflects a response to the shifting U.S. regulatory landscape. In 2025, the U.S. government emphasized a pro-innovation approach to digital assets and AI, including the rescission of SEC Staff Accounting Bulletin 121, which had previously restricted banks from offering digital asset custody services. While these changes may have reduced some regulatory headwinds for foreign issuers, they also created an environment where compliance costs for non-core markets could outweigh benefits.

By terminating its U.S. reporting obligations via Form 15F, Assaí avoids the administrative and financial burden of dual compliance with both U.S. and Brazilian regulations. The company will continue to meet its disclosure requirements under Novo Mercado, which enforces strict transparency and shareholder protections. This dual approach allows Assaí to maintain governance standards while streamlining operations-a critical consideration for a company operating in Brazil's competitive retail sector.

Market Access: Trade-Offs for U.S. Investors

For U.S. investors, the deregistration introduces both challenges and alternatives. Assaí's ADSs, previously listed on the New York Stock Exchange, were delisted on January 10, 2025, and now trade over-the-counter (OTC) under the ticker ASAIY. While OTC trading preserves some level of accessibility, it comes with reduced liquidity and potentially wider bid-ask spreads compared to exchange-listed shares.

However, the transition to a Level 1 ADR program-a simplified structure requiring minimal SEC filings-ensures that U.S. investors retain a degree of market access. This aligns with broader trends among foreign issuers seeking to balance investor reach with cost efficiency. For institutional investors, the move may also mitigate risks associated with regulatory uncertainty in the U.S., particularly in sectors like digital assets, where policy shifts remain frequent.

Conclusion: A Calculated Strategic Move

Assaí's deregistration from U.S. markets is a multifaceted decision driven by cost optimization, regulatory pragmatism, and a refocus on its core Brazilian operations. While U.S. investors face reduced liquidity and trading efficiency, the company's financial performance and governance commitments suggest that this strategy is well-aligned with long-term value creation. For global investors, the case of Assaí highlights the growing importance of cost-benefit analyses in cross-border listings, particularly as regulatory environments evolve.

As the retail sector continues to grapple with economic pressures, Assaí's approach offers a blueprint for balancing operational efficiency with investor access-a model that may gain traction among other multinational firms in the years ahead.