Equity incentives for Suzano (SUZ) VP detailed in new Form 3 filing

Rhea-AI Filing Summary

Suzano S.A. executive Maria Luiza de Oliveira Pinto, VP of Sustainability, Communication & Brand, filed an initial ownership report showing equity-based compensation awards. She holds performance phantom shares referenced to common shares and performance restricted shares, both recorded as direct ownership.

The filing lists 18,107 performance phantom shares tied to Suzano common shares and 89,270 performance restricted shares. According to the notes, cash-settled performance phantom shares were granted on 04/01/2025 and vest on 04/01/2028, with payout linked to Total Shareholder Return between 75% and 125% versus Brazilian industry peers.

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^*

Pinto Maria Luiza de Oliveira

(Last) (First) (Middle)

AV BRIG FARIA LIMA, 1355

(Street)

SAO PAULO D5 01452-002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2025

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, Sust., Comm. & Brand

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	89,270(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	18,107	(2)	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 performance phantom shares granted on 04/01/2025 vesting on 04/01/2028, subject to certain conditions. The price of each performance phantom share is referenced to one Suzano common share. Performance phantom shares are settled in cash upon vesting.

Remarks:

	/s/ Victor Conde Valladares Camina as attorney-in-fact for Maria Luiza de Oliveira Pinto	03/11/2026
	** 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 Maria Luiza report on this Form 3?

She reports initial holdings of equity-based awards, including performance phantom shares referenced to Suzano common shares and performance restricted shares. These represent compensation arrangements tied to company performance rather than open-market stock purchases or sales.

How many performance phantom shares does the Suzano (SUZ) VP hold?

The filing shows 18,107 performance phantom shares linked to Suzano common shares. These are cash-settled instruments whose value references the share price and Total Shareholder Return performance conditions, rather than ordinary shares directly trading in the market.

What performance conditions apply to Suzano (SUZ) phantom share awards?

Upon vesting, additional common shares value may be delivered based on Total Shareholder Return. The TSR factor ranges from 75% to 125%, depending on how Suzano’s SUZB3 share performs relative to its Brazilian industry peers during the performance period.

When do Suzano (SUZ) performance phantom shares vest for this executive?

The cash-settled performance phantom shares were granted on 04/01/2025 and vest on 04/01/2028, subject to specified conditions. At vesting, their cash value is determined by the Suzano common share price and the applicable Total Shareholder Return multiplier.

How many performance restricted shares does the Suzano (SUZ) VP report?

The Form 3 reports 89,270 performance restricted shares held directly. These represent equity-based compensation that typically vests over time or upon meeting performance targets, aligning the executive’s incentives with Suzano’s long-term share performance.

Are the Suzano (SUZ) phantom shares reported on Form 3 settled in cash or stock?

The performance phantom shares are cash settled upon vesting. Each phantom share’s price is referenced to one Suzano common share, so the eventual cash payout mirrors stock performance while not delivering actual shares to the executive.