Suzano VP discloses restricted and phantom shares

Suzano S.A. executive Marcos Moreno Chagas, VP of Finance and Investor Relations, filed an initial ownership report showing compensation-linked equity interests.

Accepted by SEC EDGAR 03/17/2026 - 08:09 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Suzano S.A. executive Marcos Moreno Chagas, VP of Finance and Investor Relations, filed an initial ownership report showing compensation-linked equity interests. He reports 47,471 Performance Restricted Shares and multiple grants of Phantom Shares and Performance Phantom Shares that reference Suzano common shares and are cash settled upon vesting, subject to performance and service conditions.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Assumpcao Marcos Moreno Chagas

Role VP of Finance and IR

Type	Security	Shares	Price	Value
Holding	Phantom Shares	--	--	--
Holding	Phantom Shares	--	--	--
Holding	Phantom Shares	--	--	--
Holding	Phantom Shares	--	--	--
Holding	Phantom Shares	--	--	--
Holding	Phantom Shares	--	--	--
Holding	Performance Phantom Shares	--	--	--
Holding	Performance Phantom Shares	--	--	--
Holding	Performance Phantom Shares	--	--	--
Holding	Performance Restricted Shares	--	--	--

Holdings: Phantom Shares — 56,219 contracts (Direct); Performance Phantom Shares — 59,443 contracts (Direct); Performance Restricted Shares — 47,471 shares (Direct)

Footnotes (10)

1. F1. 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. F2. 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.
3. F3. 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.
4. F4. 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.
5. F5. 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.
6. F6. 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. F7. Cash settled phantom shares granted on 01/17/2022 and vesting on 01/01/2027, 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. F8. 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. F9. 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.
10. F10. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Suzano (SUZ) VP Marcos Moreno Chagas report on this Form 3?

He reports initial beneficial ownership in Performance Restricted Shares and several tranches of Phantom Shares and Performance Phantom Shares. These awards reference Suzano common shares and are part of his compensation package rather than open-market stock purchases or sales.

How many Performance Restricted Shares does the Suzano (SUZ) VP hold?

The filing shows Marcos Moreno Chagas with 47,471 Performance Restricted Shares following the reported holdings. These are equity-based compensation instruments that typically vest over time, aligning the executive’s interests with the long-term performance of Suzano’s common shares.

What are Suzano (SUZ) Phantom Shares disclosed in this filing?

Phantom Shares are cash-settled awards whose value is tied to one Suzano common share. Footnotes state they are granted on specified dates and vest later, with settlement in cash upon vesting, subject to certain conditions being satisfied.

What are Suzano (SUZ) Performance Phantom Shares and how do they work?

Performance Phantom Shares are cash-settled awards referencing Suzano common shares, with payouts linked to performance. A footnote explains that vesting can deliver additional common shares based on Total Shareholder Return, which may range between 75% and 125% depending on relative performance.

Are Suzano (SUZ) Phantom Shares settled in stock or cash?

The footnotes state that Suzano Phantom Shares are settled in cash upon vesting. Each phantom share’s price is referenced to one Suzano common share, so the eventual cash payment mirrors the share’s market value at settlement.

Do the Suzano (SUZ) awards have specific vesting dates?

Yes. Footnotes describe multiple grants, such as awards granted on 03/01/2023 vesting on 03/01/2026 or 03/01/2027, and grants on 04/01/2025 vesting on 04/01/2028, all subject to certain conditions before cash settlement occurs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Assumpcao Marcos Moreno Chagas

(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)
12/01/2024

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 Finance and IR

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	9,304	(2)	D
Phantom Shares	(3)	(3)	Common shares	4,432	(3)	D
Phantom Shares	(4)	(4)	Common shares	2,915	(4)	D
Phantom Shares	(5)	(5)	Common shares	2,915	(5)	D
Phantom Shares	(6)	(6)	Common shares	12,158	(6)	D
Phantom Shares	(7)	(7)	Common shares	24,495	(7)	D
Performance Phantom Shares	(8)	(8)	Common shares	23,576	(8)	D
Performance Phantom Shares	(9)	(9)	Common shares	11,422	(9)	D
Performance Phantom Shares	(10)	(10)	Common shares	24,445	(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/ 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.

3. 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.

4. 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.

5. 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.

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 01/17/2022 and vesting on 01/01/2027, 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 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 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.

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.

Remarks:

	/s/ Victor Conde Valladares Camina as attorney-in-fact for Marcos Moreno Chagas Assumpcao	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.