Suzano VP reports 211K performance shares

Suzano’s VP of Pulp, Engineering and Energy discloses direct common stock, performance restricted shares and several cash-settled phantom awards tied to future performance.

Rhea-AI Filing Summary

Suzano S.A. (SUZ) reports the initial U.S. disclosure of equity-related interests held by officer Junior Carlos Anibal Fernandes de Almeida, VP of Pulp, Eng., Energy. He directly holds 2,700 common shares, 210,984 Performance Restricted Shares, and multiple cash-settled Phantom and Performance Phantom Share awards referencing specific numbers of common shares that vest between 2026 and 2029, subject to performance and other conditions, including a Total Shareholder Return (TSR) factor ranging from 75% to 125%.

Insider Trade Summary

11 transactions reported

Mixed 11 txns

Insider Junior Carlos Anibal Fernandes de Almeida

Role VP of Pulp, Eng. , Energy

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

Holdings After Transaction: Phantom Shares — 51,850 contracts (Direct); Performance Phantom Shares — 222,037 contracts (Direct); Common shares — 2,700 shares (Direct); Performance Restricted Shares — 210,984 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 03/30/2023 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 03/30/2026 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.
4. F4. Cash settled phantom shares granted on 05/15/2023 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.
5. F5. 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.
6. F6. 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.
7. F7. 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.
8. F8. 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.
9. F9. 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.
10. F10. 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.

Key Figures

Direct common shares held: 2,700 shares Performance Restricted Shares: 210,984 shares TSR multiplier range: 75%–125% +4 more

7 metrics

Direct common shares held 2,700 shares Direct ownership reported as of August 12, 2026

Performance Restricted Shares 210,984 shares Direct holding subject to TSR-based adjustment

TSR multiplier range 75%–125% Determines additional shares upon vesting of Performance Restricted Shares

Underlying shares for one phantom grant (F2) 9,306 shares Cash-settled phantom shares granted March 30, 2023, vesting March 1, 2027

Underlying shares for one phantom grant (F3) 9,399 shares Cash-settled phantom shares granted March 30, 2026, vesting March 1, 2029

Underlying shares for one performance phantom grant (F4) 56,290 shares Cash-settled Performance Phantom Shares granted May 15, 2023, vesting April 1, 2026

Underlying shares for one performance phantom grant (F10) 62,214 shares Cash-settled Performance Phantom Shares granted April 30, 2026, vesting April 1, 2029

Key Terms

Phantom shares, Performance Phantom Shares, Performance Restricted Shares, Total Shareholder Return (TSR)

4 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 05/15/2023 and vesting on 04/01/2026"

Performance Restricted Shares financial

"Performance Restricted Shares may deliver additional common shares upon vesting"

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.

FAQ

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

What does Suzano (SUZ) disclose about the officer’s direct common share holdings?

The officer, Junior Carlos Anibal Fernandes de Almeida, directly holds 2,700 Suzano common shares as of August 12, 2026. This is a reported holding only; no purchases or sales are identified in this Form 3.

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

The filing reports that the officer holds 210,984 Performance Restricted Shares. A footnote explains that, upon vesting, additional common shares may be delivered depending on a Total Shareholder Return (TSR) factor between 75% and 125% versus industry peers in Brazil.

What phantom share awards tied to Suzano (SUZ) common shares are reported?

Several cash-settled phantom share awards are reported, each referencing Suzano common shares, including blocks tied to 9,306, 9,399, 5,6290, 6,114 and 20,917 underlying common shares, among others. Each award vests on specified dates between 2026 and 2029, subject to conditions.

Are Suzano (SUZ) phantom share awards settled in stock or cash?

The footnotes state that the Phantom Shares and Performance Phantom Shares are cash settled upon vesting. Each phantom share’s price is referenced to one Suzano common share, but the awards are paid in cash rather than delivering Suzano shares.

What performance conditions affect the Suzano (SUZ) Performance Restricted Shares?

A footnote explains that upon vesting, additional common shares may be delivered based on a Total Shareholder Return (TSR) multiplier between 75% and 125%, depending on the performance of the SUZB3 share relative to its industry peers in Brazil.

Does this Suzano (SUZ) Form 3 indicate trades under a Rule 10b5-1 trading plan?

No. The Form 3 presents holdings (common shares, Performance Restricted Shares and phantom awards) and the footnotes describe grant and vesting terms, but no Rule 10b5-1 trading plan is reported in connection with these positions.

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

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Available on EDGAR 09/11/2026 - 05:20 PM Accepted by SEC EDGAR 09/11/2026 - 05:19 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^*

Junior Carlos Anibal Fernandes de Almeida

(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 of Pulp, Eng. , Energy

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)
Common shares	2,700	D
Performance Restricted Shares	210,984(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	9,306	(2)	D
Phantom Shares	(3)	(3)	Common shares	9,399	(3)	D
Performance Phantom Shares	(4)	(4)	Common shares	56,290	(4)	D
Phantom Shares	(5)	(5)	Common shares	6,114	(5)	D
Phantom Shares	(6)	(6)	Common shares	20,917	(6)	D
Performance Phantom Shares	(7)	(7)	Common shares	70,307	(7)	D
Performance Phantom Shares	(8)	(8)	Common shares	33,226	(8)	D
Phantom Shares	(9)	(9)	Common shares	6,114	(9)	D
Performance Phantom Shares	(10)	(10)	Common shares	62,214	(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 03/30/2023 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 03/30/2026 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.

4. Cash settled phantom shares granted on 05/15/2023 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

Remarks:

	/s/ Victor Conde Valladares Camina as attorney-in-fact for Carlos Anibal Fernandes de Almeida Junior	09/11/2026
	** 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.
* Form 3: SEC 1473 (03-26)