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Suzano corrects Walter Schalka transaction error

The footnote describes phantom shares granted April 1, 2023, with vesting on April 1, 2026, subject to certain conditions.

(Neutral)

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Form Type
4/A

Rhea-AI Filing Summary

Schalka Walter reported disposition transactions in this Form 4 filing. Suzano S.A. board member Walter Schalka's Form 4/A says it was filed solely to correct an administrative error: the transaction in the October 16, 2026 Form 4 did not pertain to him. The transaction details describe cash settlement of 33,679 Performance Phantom Shares under the company's long-term incentive plan; no shares were issued.

Insider Schalka Walter
Role Insider
Type Security Shares Price Value
Disposition Performance Phantom Shares F1, F2 33,679 -- --
Holdings After Transaction: Performance Phantom Shares — 0 contracts (Direct)
Footnotes (2)
  1. F1. 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.
  2. F2. The Performance Phantom Shares were settled in cash pursuant to the Company's long-term incentive plan. No shares were issued upon settlement.
Performance Phantom Shares 33,679 shares Cash-settlement details; the amendment says the transaction did not pertain to Walter Schalka.
Common shares issued upon settlement 0 shares The footnote states that no shares were issued.
Grant date April 1, 2023 Date the Performance Phantom Shares were granted.
Vesting date April 1, 2026 Vesting was subject to certain conditions.
Performance Phantom Shares financial
"The Performance Phantom Shares were settled in cash"
vesting financial
"vesting on April 1, 2026, subject to certain conditions"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
long-term incentive plan financial
"pursuant to the Company's long-term incentive plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
cash settled financial
"Cash settled phantom shares granted"
A contract described as cash settled is one where, at the end, one party pays the monetary difference in value rather than delivering the actual underlying asset. For investors this matters because it simplifies transactions (like settling a bet by paying the win amount instead of handing over a physical item), affects liquidity and timing of cash flows, and changes exposure to storage, delivery logistics and certain tax or counterparty considerations.

FAQ

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

What did Walter Schalka's SUZ Form 4/A say about the original transaction?

It says the transaction in the original Form 4 did not pertain to Walter Schalka. The transaction details identify 33,679 Performance Phantom Shares settled in cash; each phantom share's price was referenced to one Suzano common share, and no shares were issued.

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

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Schalka Walter

(Last)(First)(Middle)
AV BRIG FARIA LIMA, 1355
9 FLOOR

(Street)
SAO PAULO01452-002

(City)(State)(Zip)

BRAZIL

(Country)
2. Issuer Name and Ticker or Trading Symbol
Suzano S.A. [ SUZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
Officer (give title below)XOther (specify below)
Board of Directors Member
2a. Foreign Trading Symbol
[SUZB3]
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/16/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Phantom Shares(1)10/16/2026D33,679 (1) (1)Common shares33,679(2)0D
Explanation of Responses:
1. 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.
2. The Performance Phantom Shares were settled in cash pursuant to the Company's long-term incentive plan. No shares were issued upon settlement.
Remarks:
This Form 4/A is being filed solely to correct an administrative filing error in the original Form 4 filed on October 16, 2026. The transaction reported in the original filing did not pertain to the reporting person. The original filing was submitted in error.
/s/ Victor Conde Valladares Camina as attorney-in-fact for Walter Schalka10/16/2026
** 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 4 (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 4: SEC 1474 (03-26)

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