By Brazil Stock Guide – Natura (NTCO3) is dismantling its founder-led governance as Luiz Seabra, Guilherme Leal and Pedro Passos step down from the board, while Advent International prepares to acquire up to 10% of the company in a deal that could total between R$ 1.02 billion and R$ 1.27 billion (about $204 million to $254 million) at current market prices. Announced on March 30, 2026, the move marks the end of founder control and the start of an execution-driven cycle.
The shift comes as Natura exits a multi-year simplification phase that began in 2022, when the company started unwinding its global expansion, divesting assets and repairing its balance sheet. Management now signals a new phase focused on growth and innovation, with Latin America at its core. The transaction will be executed in the secondary market over up to six months, with Advent required to reach at least an 8% stake to unlock governance rights, including appointing two board members.
Fabio Barbosa, chairman of the board of Natura Cosméticos, said the company is entering a new cycle after completing its financial adjustments and restructuring efforts, adding that Advent brings capital discipline and global perspective from its experience in the sector.
The founders’ exit from the board is the most symbolic element of the transition. Seabra, Leal and Passos will move to an advisory council with no voting power, focused on preserving culture and brand identity. Barbosa will follow the same path. Natura is separating culture from control — keeping its ethos while changing who makes decisions.
Founders step aside
For decades, Natura’s identity and strategy were inseparable from its founders. Their departure reduces concentration of power and addresses a persistent governance discount. At the same time, the company makes clear that strategy will not change. The new board, to be elected for a two-year term, is expected to execute the plan outlined at its Investor Day — not redesign it.
João Paulo Ferreira, CEO of Natura, said the moment combines governance renewal with strategic continuity, emphasizing that the company is now focused on delivering growth after completing its restructuring cycle.
Advent’s role reinforces that shift. The firm approached Natura months before the announcement and is not acquiring a controlling stake. Controlling shareholders are not selling shares as a block, and large investors such as Dynamo, with roughly 9%, are expected to remain. Instead, Advent enters as a minority investor with board presence, bringing discipline to capital allocation rather than balance sheet repair. Natura’s leverage, around 1.6x EBITDA, is no longer the central issue.
The message is explicit: Natura is not raising capital — it is importing discipline. Management ruled out large acquisitions, signaling that growth will come from execution, not expansion. Smaller investments may occur, but within a controlled framework. The focus shifts from fixing the company to making it perform.
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