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  4. [Form 3] Suzano S.A. Initial Statement of Beneficial Ownership

Suzano officer holds 61K performance shares

Suzano S.A.’s VP Legal, Tax and Corporate Affairs reports initial direct share and cash-settled phantom share holdings tied to Suzano’s common stock performance.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Suzano S.A. (SUZ) executive Junior Walner Alves Cunha, VP Legal, Tax and Corp Affairs, reported his initial equity and equity-linked holdings. He directly holds 652 common shares, 61,305 performance restricted shares, and multiple grants of cash-settled phantom and performance phantom shares whose value references Suzano common shares and vests on various dates between 2026 and 2029, subject to performance and other conditions.

Positive

  • None.

Negative

  • None.
Insider Junior Walner Alves Cunha
Role VP Legal, Tax and Corp Affairs
Type Security Shares Price Value
holding Phantom Shares F2 -- -- --
holding Performance 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 Phantom Shares F9 -- -- --
holding Phantom Shares F10 -- -- --
holding Performance Phantom Shares F11 -- -- --
holding Performance Restricted Shares F1 -- -- --
holding Common shares -- -- --
Holdings After Transaction: Phantom Shares — 19,336 contracts (Direct); Performance Phantom Shares — 82,543 contracts (Direct); Performance Restricted Shares — 61,305 shares (Direct); Common shares — 652 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 03/30/2024 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. F3. 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.
  4. F4. 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.
  5. F5. 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.
  6. F6. 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.
  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 03/30/2024 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.
  9. F9. 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.
  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 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.
Common shares held 652 shares Direct common share holdings reported as of August 12, 2026
Performance restricted shares held 61,305 shares Performance restricted shares held directly as of August 12, 2026
Performance phantom shares tranche 33,679 underlying shares Performance phantom shares referencing 33,679 Suzano common shares (grant 04/30/2023, vesting 04/01/2026)
Performance phantom shares tranche 11,554 underlying shares Performance phantom shares referencing 11,554 Suzano common shares (grant 04/30/2026, vesting 04/01/2029)
Performance phantom shares tranche 10,347 underlying shares Performance phantom shares referencing 10,347 Suzano common shares (grant 04/30/2025, vesting 04/01/2028)
Phantom shares tranche 3,165 underlying shares Cash-settled phantom shares referencing 3,165 Suzano common shares (grant 03/30/2023, vesting 03/01/2027)
TSR performance range 75%–125% Total Shareholder Return range used for performance restricted shares relative to peers
Phantom Shares financial
"Cash settled phantom shares granted on 03/30/2024 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
"Performance phantom shares granted on 04/30/2025 and vesting on 04/01/2028"
Performance Restricted Shares financial
"Performance Restricted Shares with 61,305.0000 shares reported following the transaction"
Total Shareholder Return (TSR) financial
"TSR during the period (which varies between 75% and 125%)"
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

What does the Form 3 filing disclose about SUZ executive Junior Walner Alves Cunha?
It discloses Junior Walner Alves Cunha’s initial holdings as an officer of Suzano S.A. (SUZ), including 652 common shares, 61,305 performance restricted shares, and several grants of cash-settled phantom and performance phantom shares tied to Suzano’s common share price.

How many Suzano S.A. (SUZ) common shares does the executive hold directly?
The executive directly holds 652 common shares of Suzano S.A. This is in addition to various performance-related and phantom share awards that reference the value of Suzano common shares but are generally cash settled upon vesting.

How do the phantom shares tied to Suzano S.A. (SUZ) work in this filing?
The phantom and performance phantom shares are cash settled, with the price of each phantom share referenced to one Suzano common share. They vest on specified dates between 2026 and 2029, subject to certain conditions, and are then settled in cash rather than delivering actual shares.

What performance conditions apply to the performance restricted shares at SUZ?
For the performance restricted shares, the company states that upon vesting, additional common shares may be delivered based on Total Shareholder Return (TSR) between 75% and 125%, depending on the performance of the SUZB3 share relative to industry peers in Brazil.

Does this SUZ Form 3 report any stock purchases or sales by the executive?
No. The Form 3 lists holdings only, with no reported purchases, sales, exercises, or dispositions. It establishes the executive’s initial ownership position in common shares, performance restricted shares, and various cash-settled phantom and performance phantom share awards.

Is a Rule 10b5-1 trading plan mentioned in this SUZ Form 3 filing?
No Rule 10b5-1 trading plan is reported. The filing and its footnotes describe the executive’s share and phantom share holdings, vesting schedules, and performance conditions but do not reference any pre-arranged Rule 10b5-1 trading plan.

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SEC Form 3
FORM 3UNITED 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 Walner Alves Cunha
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP Legal, Tax and Corp Affairs
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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 Shares61,305(1)D
Common shares652D
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 ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Shares (2) (2)Common shares2,121(2)D
Performance Phantom Shares (3) (3)Common shares10,347(3)D
Performance Phantom Shares (4) (4)Common shares33,679(4)D
Performance Phantom Shares (5) (5)Common shares11,554(5)D
Phantom Shares (6) (6)Common shares3,165(6)D
Performance Phantom Shares (7) (7)Common shares11,076(7)D
Phantom Shares (8) (8)Common shares2,121(8)D
Phantom Shares (9) (9)Common shares3,562(9)D
Phantom Shares (10) (10)Common shares8,367(10)D
Performance Phantom Shares (11) (11)Common shares15,887(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 03/30/2024 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 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.
4. 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.
5. 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.
6. 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.
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 03/30/2024 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.
9. 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.
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 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 Walner Alvez Cunha Junior09/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR