Suzano (SUZ) forestry EVP details phantom and performance share holdings

Rhea-AI Filing Summary

Suzano S.A. executive Lazaretti Douglas Seibert filed an initial Form 3, detailing his incentive-based holdings tied to the company’s common shares. As Executive VP of Forestry, he reports several awards of Phantom Shares, Performance Phantom Shares, and Performance Restricted Shares, all held directly.

The filing shows multiple tranches of Phantom and Performance Phantom Shares, each referencing Suzano common shares and carrying a cash value when they vest. Footnotes explain that the phantom awards are cash settled, with the price of each phantom share referenced to one Suzano common share and subject to vesting conditions between 2026 and 2028.

For the performance-linked phantom awards, additional common shares may be deliverable upon vesting based on Total Shareholder Return. The share price at redemption is multiplied by a TSR factor ranging from 75% to 125%, depending on how Suzano’s SUZB3 shares perform relative to industry peers in Brazil.

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^*

Lazaretti Douglas Seibert

(Last) (First) (Middle)

AV. BRIG. FARIA LIMA, 1355

9 FLOOR

(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)
	Executive VP of Forestry

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	47,471(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
Phantom Shares	(2)	(2)	Common shares	2,891	(2)	D
Phantom Shares	(3)	(3)	Common shares	9,141	(3)	D
Phantom Shares	(4)	(4)	Common shares	2,891	(4)	D
Performance Phantom Shares	(5)	(5)	Common shares	24,445	(5)	D
Performance Phantom Shares	(6)	(6)	Common shares	11,422	(6)	D
Phantom Shares	(7)	(7)	Common shares	2,742	(7)	D
Performance Phantom Shares	(8)	(8)	Common shares	34,742	(8)	D
Phantom Shares	(9)	(9)	Common shares	4,355	(9)	D
Phantom Shares	(10)	(10)	Common shares	11,505	(10)	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 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.

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 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

Remarks:

	/s/ Victor Conde Valladares Camina as attorney-in-fact for Douglas Seibert Lazaretti	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) executive Lazaretti Douglas Seibert report on this Form 3?

The Form 3 shows Lazaretti Douglas Seibert’s initial holdings of Suzano-linked incentive awards, including Phantom Shares, Performance Phantom Shares and Performance Restricted Shares, all held directly. These positions tie his compensation to the company’s common share performance over future vesting periods.

What are Suzano (SUZ) Phantom Shares and how are they settled?

Suzano Phantom Shares are cash-settled awards whose value is referenced to one Suzano common share. According to the filing, they vest on specified future dates and are then settled in cash, rather than delivering actual shares, provided certain conditions are satisfied at vesting.

How do Suzano (SUZ) Performance Phantom Shares work for this executive?

Performance Phantom Shares for the executive are cash-settled instruments linked to Suzano common shares and subject to performance conditions. Upon vesting, additional common shares may be deliverable based on Total Shareholder Return, using a multiplier between 75% and 125% versus Brazilian industry peers.

What vesting schedule is disclosed for Suzano (SUZ) Phantom Share grants?

Footnotes describe several Phantom Share grants vesting on dates such as 03/01/2026, 03/01/2027, 03/01/2028, and 04/01/2028. Each grant is subject to certain conditions, with the price of each phantom share referenced to a Suzano common share at redemption.

What are Suzano (SUZ) Performance Restricted Shares reported in this Form 3?

The filing lists Performance Restricted Shares held directly by the executive, reflecting equity-based compensation tied to Suzano’s performance. Unlike phantom awards, these are described simply as Performance Restricted Shares, indicating restricted equity that is expected to vest over time subject to performance-related conditions.

How is Total Shareholder Return used in Suzano (SUZ) performance awards?

For certain Performance Phantom Shares, Total Shareholder Return (TSR) determines the final payout. At redemption, the Suzano share price is multiplied by a TSR factor from 75% to 125%, depending on how the SUZB3 share performs versus industry peers in Brazil during the measurement period.