Suzano (NYSE: SUZ) VP details phantom and restricted share awards

Rhea-AI Filing Summary

Suzano S.A. executive Galhardo Aires, VP of Pulp Operations, filed an initial Form 3 reporting his incentive holdings. As of December 12, 2019, he holds several awards of Performance Phantom Shares and Phantom Shares, each economically referenced to Suzano common shares, including positions tied to 24,920, 19,533, 42,218 and 27,161 underlying common shares, as well as other blocks.

The filing also shows 158,238 Performance Restricted Shares held directly. Footnotes explain that the phantom awards are cash-settled, with each phantom share priced by one Suzano common share and payable in cash upon vesting. Grant dates range from March 1, 2022 to April 1, 2025, with vesting between March 1, 2026 and April 1, 2028, subject to performance and other conditions, including total shareholder return-based adjustments for certain performance awards.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Galhardo Aires

(Last) (First) (Middle)

AV. BRIGADEIRO FARIA LIMA, 1355

(Street)

SAO PAULO D5 01452-002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2019

3. Issuer Name and Ticker or Trading Symbol
Suzano S.A. [ SUZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP of Pulp Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Restricted Shares	158,238(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Phantom Shares	(2)	(2)	Common shares	24,920	(2)	D
Phantom Shares	(3)	(3)	Common shares	19,533	(3)	D
Performance Phantom Shares	(4)	(4)	Common shares	42,218	(4)	D
Phantom Shares	(5)	(5)	Common shares	6,157	(5)	D
Phantom Shares	(6)	(6)	Common shares	20,917	(6)	D
Phantom Shares	(7)	(7)	Common shares	9,306	(7)	D
Phantom Shares	(8)	(8)	Common shares	6,182	(9)	D
Performance Phantom Shares	(10)	(10)	Common shares	27,161	(10)	D
Phantom Shares	(11)	(11)	Common shares	6,182	(11)	D

Explanation of Responses:

1. Upon vesting, additional common shares may be delivered subject to the satisfaction of certain performance condition - the share price at the time of redemption is multiplied by the Total Shareholder Return (TSR) during the period (which varies between 75% and 125%), depending on the performance of the SUZB3 share in relation to its industry peers in Brazil).

2. Cash settled phantom shares granted on 05/13/2024 and vesting on 04/01/2027, subject to certain conditions. The price of each phantom share is referenced to one Suzano common share. Phantom shares are settled in cash upon vesting.

3. Cash settled phantom shares granted on 03/01/2023 and vesting on 03/01/2026, subject to certain conditions. The price of each phantom share is referenced to one Suzano common share. Phantom shares are settled in cash upon vesting.

4. Cash settled phantom shares granted on 04/01/2023 and vesting on 04/01/2026, subject to certain conditions. The price of each phantom share is referenced to one Suzano common share. Phantom shares are settled in cash upon vesting.

5. Cash settled phantom shares granted on 03/01/2022 and vesting on 03/01/2026, subject to certain conditions. The price of each phantom share is referenced to one Suzano common share. Phantom shares are settled in cash upon vesting.

6. Cash settled phantom shares granted on 03/01/2025 and vesting on 03/01/2028, subject to certain conditions. The price of each phantom share is referenced to one Suzano common share. Phantom shares are settled in cash upon vesting.

7. Cash settled phantom shares granted on 03/01/2023 and vesting on 03/01/2027, subject to certain conditions. The price of each phantom share is referenced to one Suzano common share. Phantom shares are settled in cash upon vesting.

8. Cash settled phantom shares granted on 03/01/2024 and vesting on 03/01/2028, subject to certain conditions. The price of each phantom share is referenced to one Suzano common share. Phantom shares are settled in cash upon vesting.

9. Cash settled phantom shares granted on 03/01/2024 and vesting on 03/01/2028, subject to certain conditions. The price of each phantom share is referenced to one Suzano common share. Phantom shares are settled in cash upon vesting..

10. Cash settled phantom shares granted on 04/01/2025 and vesting on 04/01/2028, subject to certain conditions. The price of each phantom share is referenced to one Suzano common share. Phantom shares are settled in cash upon vesting.

11. Cash settled phantom shares granted on 03/01/2024 and vesting on 03/01/2027, subject to certain conditions. The price of each phantom share is referenced to one Suzano common share. Phantom shares are settled in cash upon vesting.

Remarks:

	/s/ Victor Conde Valladares Camina as attorney-in-fact for Aires Galhardo	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does Suzano (SUZ) VP Galhardo Aires report on this Form 3?

The Form 3 shows Galhardo Aires’ existing incentive holdings, including performance phantom, phantom, and performance restricted share awards. These positions are linked economically to Suzano common shares and represent compensation arrangements rather than recent market trades.

Are the phantom share awards reported by Suzano (SUZ) VP settled in stock or cash?

The phantom share awards are settled in cash, not stock. Each phantom share’s value is referenced to one Suzano common share, and payment is made in cash upon vesting, subject to the specified conditions in each grant.

What performance conditions apply to Suzano (SUZ) performance phantom shares?

Certain performance phantom shares include a total shareholder return (TSR) adjustment between 75% and 125%. The share price at redemption is multiplied by TSR over the performance period, based on Suzano’s performance relative to Brazilian industry peers.

What are the key vesting dates for Suzano (SUZ) phantom share grants?

Footnotes describe cash-settled phantom grants vesting on dates including March 1, 2026, March 1, 2027, March 1, 2028, and April 1, 2027 and 2028. Vesting remains subject to certain conditions applicable to each individual award.

Does this Suzano (SUZ) Form 3 show any insider share purchases or sales?

No open-market purchases or sales are reported. The entries reflect holdings of phantom and restricted share-based awards, with the transaction codes marked as unknown and transaction counts for buys and sells both listed as zero in the transaction summary.

How large is the performance restricted share position reported by Suzano (SUZ) VP?

The filing lists 158,238 Performance Restricted Shares held directly. These are separate from the phantom and performance phantom awards and represent another component of the executive’s overall share-based compensation package with Suzano.