Suzano VP reports 105K performance shares

Suzano S.A. discloses a vice president’s phantom and performance share-based incentives tied to future TSR and vesting dates.

Rhea-AI Filing Summary

Suzano S.A. (SUZ) reported the initial equity-related holdings of officer Gimenez Machado Pablo Francisco, VP Consumer Goods and Strategy. The filing lists multiple cash-settled Phantom Shares and Performance Phantom Shares, each referenced to Suzano common shares and vesting between March 2026 and April 2029, plus Performance Restricted Shares subject to a Total Shareholder Return (TSR) condition that can adjust the delivered common shares between 75% and 125% of the base amount.

Insider Trade Summary

11 transactions reported

Mixed 11 txns

Insider Gimenez Machado Pablo Francisco

Role VP Consumer Goods and Strategy

Type	Security	Shares	Price	Value
holding	Phantom Shares F2	--	--	--
holding	Phantom Shares F3	--	--	--
holding	Performance Phantom Shares F4	--	--	--
holding	Performance Phantom Shares F5	--	--	--
holding	Phantom Shares F6	--	--	--
holding	Performance Phantom Shares F7	--	--	--
holding	Phantom Shares F8	--	--	--
holding	Performance Phantom Shares F9	--	--	--
holding	Phantom Shares F10	--	--	--
holding	Performance Phantom Shares F11	--	--	--
holding	Performance Restricted Shares F1	--	--	--

Holdings After Transaction: Phantom Shares — 68,768 contracts (Direct); Performance Phantom Shares — 124,566 contracts (Direct); Performance Restricted Shares — 105,491 shares (Direct)

Footnotes (11)

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 03/30/2023 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.
3. F3. Cash settled phantom shares granted on 03/30/2024 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.
4. F4. Cash settled phantom shares granted on 04/30/2026 and vesting on 04/01/2029, 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 04/30/2023 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. F6. Cash settled phantom shares granted on 03/30/2024 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.
7. F7. 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..
8. F8. Cash settled phantom shares granted on 03/30/2026 and vesting on 03/01/2029, 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 04/30/2025 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.
10. F10. Cash settled phantom shares granted on 03/30/2025 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.
11. F11. 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.

Key Figures

Performance Restricted Shares held: 105,491 shares Phantom Shares underlying common shares (F2 grant): 11,542 shares Phantom Shares underlying common shares (F3 grant): 7,647 shares +3 more

6 metrics

Performance Restricted Shares held 105,491 shares Direct holdings reported as of August 12, 2026

Phantom Shares underlying common shares (F2 grant) 11,542 shares Cash-settled phantom shares granted March 30, 2023; vest March 1, 2027

Phantom Shares underlying common shares (F3 grant) 7,647 shares Cash-settled phantom shares granted March 30, 2024; vest March 1, 2027

Performance Phantom Shares underlying common shares (F4 grant) 33,410 shares Cash-settled performance phantom shares granted April 30, 2026; vest April 1, 2029

Performance Phantom Shares underlying common shares (F7 grant) 27,689 shares Cash-settled performance phantom shares granted May 13, 2024; vest April 1, 2027

TSR performance range 75% to 125% Range used to adjust delivered common shares on Performance Restricted Shares

Key Terms

Phantom Shares, Performance Phantom Shares, Performance Restricted Shares, Total Shareholder Return (TSR), +1 more

5 terms

Phantom Shares financial

"Cash settled phantom shares granted on 03/30/2023 and vesting on 03/01/2027"

Phantom shares are a form of employee or executive compensation that mimics the economic value of owning company stock without actually issuing real shares; holders receive cash or equivalent payments tied to the company’s share price or dividends. Think of it like a receipt that pays out if the stock rises — it aligns managers’ interests with shareholders but does not dilute ownership, while creating a future cash obligation that investors should watch as it can affect company cash flow and valuation.

Performance Phantom Shares financial

"Cash settled phantom shares granted on 04/30/2026 and vesting on 04/01/2029"

Performance Restricted Shares financial

"Performance Restricted Shares subject to the satisfaction of certain performance condition"

Total Shareholder Return (TSR) financial

"the share price at the time of redemption is multiplied by the Total Shareholder Return (TSR)"

Total shareholder return (TSR) measures how much an investment in a company's stock has grown over a specific period by combining the change in the share price and all dividends paid, expressed as a percentage. Think of it like tracking the total balance of a savings jar that increases both from added cash (dividends) and a rising sticker price on the jar (share price); investors use TSR to compare how well different stocks or managers deliver real, money-in-hand returns.

cash settled phantom shares financial

"Cash settled phantom shares granted on 03/30/2024 and vesting on 03/01/2027"

FAQ

What does Suzano S.A. (SUZ) report in this Form 3 for Gimenez Machado Pablo Francisco?

It reports his holdings of Performance Restricted Shares and several series of cash-settled Phantom Shares and Performance Phantom Shares, all referenced to Suzano common shares and subject to future vesting and performance conditions.

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

The executive holds 105,491 Performance Restricted Shares directly. A footnote explains that, upon vesting, the number of common shares ultimately delivered may adjust based on a Total Shareholder Return (TSR) performance condition.

What phantom share awards are disclosed for the Suzano (SUZ) officer and when do they vest?

The officer holds multiple cash-settled Phantom Shares and Performance Phantom Shares granted between March 2023 and April 2026, with vesting dates ranging from March 1, 2026 to April 1, 2029, each subject to specified conditions.

Are the Suzano (SUZ) phantom share awards cash-settled or share-settled?

All listed Phantom Shares and Performance Phantom Shares are described as cash settled phantom shares. Each award’s price is referenced to one Suzano common share, and the awards are settled in cash upon vesting, subject to the stated conditions.

How does TSR affect the Suzano (SUZ) executive’s Performance Restricted Shares?

A footnote states that, upon vesting, additional common shares may be delivered based on Total Shareholder Return (TSR). The share price at redemption is multiplied by TSR, which varies between 75% and 125%, depending on SUZB3’s performance versus Brazilian industry peers.

What are some example phantom share positions reported for the Suzano (SUZ) officer?

Examples include 11,542 underlying common shares tied to a 2023 phantom grant vesting March 1, 2027, and 33,410 underlying common shares tied to a 2026 Performance Phantom Shares grant vesting April 1, 2029, both settled in cash upon vesting.

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

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Available on EDGAR 09/02/2026 - 05:46 PM Accepted by SEC EDGAR 09/02/2026 - 05:45 PM Learn about SEC filing dates

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^*

Gimenez Machado Pablo Francisco

(Last) (First) (Middle)

AV. BRIGADEIRO FARIA LIMA, 1355

(Street)

SAO PAULO

(City) (State) (Zip)

BRAZIL

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2026

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

3a. Foreign Trading Symbol
[SUZB3]

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP Consumer Goods and Strategy

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	105,491(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	11,542	(2)	D
Phantom Shares	(3)	(3)	Common shares	7,647	(3)	D
Performance Phantom Shares	(4)	(4)	Common shares	33,410	(4)	D
Performance Phantom Shares	(5)	(5)	Common shares	20,277	(5)	D
Phantom Shares	(6)	(6)	Common shares	7,647	(6)	D
Performance Phantom Shares	(7)	(7)	Common shares	27,689	(7)	D
Phantom Shares	(8)	(8)	Common shares	12,862	(8)	D
Performance Phantom Shares	(9)	(9)	Common shares	25,608	(9)	D
Phantom Shares	(10)	(10)	Common shares	29,070	(10)	D
Performance Phantom Shares	(11)	(11)	Common shares	17,582	(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 03/30/2023 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.

3. Cash settled phantom shares granted on 03/30/2024 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.

4. Cash settled phantom shares granted on 04/30/2026 and vesting on 04/01/2029, 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 04/30/2023 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 03/30/2024 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.

7. 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..

8. Cash settled phantom shares granted on 03/30/2026 and vesting on 03/01/2029, 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 04/30/2025 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.

10. Cash settled phantom shares granted on 03/30/2025 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.

11. 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.

Remarks:

	/s/ Victor Conde Valladares Camina as attorney-in-fact for Pablo Francisco Gimenez Machado	09/01/2026
	** 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.
* Form 3: SEC 1473 (03-26)