Suzano director cash-settles 33,679 performance awards

The cash settlement was made under Suzano’s long-term incentive plan, and no common shares were issued.

The filer has since corrected this document, so the figures below are the ones originally reported and some of them may have changed. Read the amended Form 4/A for what the company says now.

Rhea-AI Filing Summary

Suzano S.A. reported that Board of Directors member Walter Schalka disposed of 33,679 Performance Phantom Shares to the issuer on October 16, 2026. The phantom shares were settled in cash under the company’s long-term incentive plan; no Suzano common shares were issued, and the reported remaining balance was 0 Performance Phantom Shares. They were granted on April 1, 2023, with vesting on April 1, 2026, subject to certain conditions. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Disposition: 33,679 shares

Disposition 1 txn

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.

Key Figures

Performance Phantom Shares disposed: 33,679 shares Remaining Performance Phantom Shares: 0 shares Reference for each phantom share: 1 Suzano common share +2 more

5 metrics

Performance Phantom Shares disposed 33,679 shares October 16, 2026

Remaining Performance Phantom Shares 0 shares Following the reported disposition

Reference for each phantom share 1 Suzano common share The price of each phantom share is referenced to one Suzano common share

Grant date April 1, 2023 Performance Phantom Shares

Vesting date April 1, 2026 Subject to certain conditions

Key Terms

Performance Phantom Shares, cash settled, long-term incentive plan, vesting

4 terms

Performance Phantom Shares financial

"33,679 Performance Phantom Shares"

cash settled financial

"Cash settled phantom shares"

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.

long-term incentive plan financial

"settled in cash 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.

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.

FAQ

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

How many performance phantom shares did SUZ director Walter Schalka dispose of?

Walter Schalka, a Board of Directors member, disposed of 33,679 Performance Phantom Shares to Suzano on October 16, 2026. They were settled in cash under Suzano’s long-term incentive plan, with no common shares issued; the reported remaining balance was 0 Performance Phantom Shares, and no Rule 10b5-1 plan is reported.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/16/2026 - 06:51 PM EDT Accepted by SEC EDGAR 10/16/2026 - 06:51 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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 PAULO 01452-002

(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)

	Director		10% Owner
	Officer (give title below)	X	Other (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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Phantom Shares	(1)	10/16/2026		D			33,679	(1)	(1)	Common shares	33,679	(2)	0	D

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:

	/s/ Victor Conde Valladares Camina as attorney-in-fact for Walter Schalka	10/16/2026
	** 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 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)