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

Rhea-AI Filing Summary

Suzano S.A. executive Fabio Almeida de Oliveira, VP of Paper and Packaging, filed an initial ownership report detailing equity-based awards linked to Suzano common shares. The filing lists Performance Phantom Shares referencing 20,767, 30,177 and 49,807 underlying common shares, plus Phantom Shares referencing 4,494, 13,962, 4,494, 11,424, 6,653 and 4,231 underlying common shares. It also shows 118,679 Performance Restricted Shares held directly. Footnotes explain that the phantom shares are cash-settled awards whose value is tied to one Suzano common share each, granted on various dates and vesting between 2026 and 2028, subject to performance and other conditions, including a total shareholder return multiplier ranging from 75% to 125% for certain performance phantom grants.

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^*

Oliveira Fabio Almeida de

(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)
02/10/2021

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 Paper and Packaging

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	118,679(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	20,767	(2)	D
Phantom Shares	(3)	(3)	Common shares	4,494	(3)	D
Phantom Shares	(4)	(4)	Common shares	13,962	(4)	D
Performance Phantom Shares	(5)	(5)	Common shares	30,177	(5)	D
Performance Phantom Shares	(6)	(6)	Common shares	49,807	(6)	D
Phantom Shares	(7)	(7)	Common shares	4,494	(7)	D
Phantom Shares	(8)	(8)	Common shares	11,424	(8)	D
Phantom Shares	(9)	(9)	Common shares	6,653	(9)	D
Phantom Shares	(10)	(10)	Common shares	4,231	(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 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 03/01/2024 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

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 03/01/2022 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.

Remarks:

	/s/ Victor Conde Valladares Camina as attorney-in-fact for Fabio Almeida de Oliveira	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.
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FAQ

What does Suzano (SUZ) executive Fabio Almeida de Oliveira report in this Form 3?

He reports his initial holdings of equity-linked awards in Suzano. These include Performance Phantom Shares, Phantom Shares tied to Suzano common shares, and 118,679 Performance Restricted Shares, all held directly as part of his compensation and incentive arrangements.

What are Performance Phantom Shares reported for Suzano (SUZ) in this filing?

Performance Phantom Shares are cash-settled awards whose value references Suzano common shares. The filing lists positions referencing 20,767, 30,177 and 49,807 underlying shares, subject to vesting conditions and a total shareholder return performance multiplier ranging between 75% and 125% at redemption.

How are the Phantom Shares for Suzano (SUZ) structured in Fabio Almeida de Oliveira’s holdings?

The Phantom Shares are cash-settled and priced by reference to one Suzano common share each. The report shows positions referencing 4,494, 13,962, 4,494, 11,424, 6,653 and 4,231 underlying common shares, all held directly and subject to vesting and other conditions.

What are the Performance Restricted Shares held by the Suzano (SUZ) executive?

He holds 118,679 Performance Restricted Shares directly. These are equity-based awards that typically vest over time or upon meeting performance conditions, providing potential future value linked to Suzano’s common equity once the applicable conditions are satisfied.

How are Suzano (SUZ) phantom share awards settled according to the filing footnotes?

The footnotes state the phantom shares are cash settled upon vesting. Each phantom share’s price is referenced to one Suzano common share, and awards were granted on several dates with vesting between 2026 and 2028, subject to specified conditions being met.

What performance feature applies to some Suzano (SUZ) Performance Phantom Shares?

Certain Performance Phantom Shares include a total shareholder return (TSR) feature. Upon vesting, the share price at redemption is multiplied by TSR ranging between 75% and 125%, depending on the performance of Suzano’s SUZB3 share relative to Brazilian industry peers.