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Suzano (SUZ) CEO receives large performance-based restricted share awards

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Abreu Joao Alberto Fernandez de reported acquisition or exercise transactions in this Form 4 filing.

Suzano S.A. CEO Joao Alberto Fernandez de Abreu received two grants of performance-based restricted shares as equity compensation. He was awarded 192,567 Performance Restricted Shares at a stated price of $0.0000 per share and a separate grant of 97,824 Performance Restricted Shares, also at $0.0000 per share.

After these grants, his reported holdings in these performance share lines are 458,169 and 265,602 units, respectively. According to the performance conditions, upon vesting additional common shares may be delivered based on Total Shareholder Return, with a factor that varies between 75% and 125% depending on how Suzano’s SUZB3 shares perform versus Brazilian industry peers.

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Insider Abreu Joao Alberto Fernandez de
Role CEO
Type Security Shares Price Value
Grant/Award Performance Restricted Shares 97,824 $0.00 --
Grant/Award Performance Restricted Shares 192,567 $0.00 --
Holdings After Transaction: Performance Restricted Shares — 265,602 shares (Direct, null)
Footnotes (1)
  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) . 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) .
First award size 192,567 shares Performance Restricted Shares granted to CEO
Second award size 97,824 shares Additional Performance Restricted Shares grant
Post-grant holding (line 1) 458,169 shares Performance Restricted Shares after first award
Post-grant holding (line 2) 265,602 shares Performance Restricted Shares after second award
Grant price per share $0.0000/share Both Performance Restricted Share awards
TSR lower factor 75% Minimum Total Shareholder Return performance multiplier
TSR upper factor 125% Maximum Total Shareholder Return performance multiplier
Performance Restricted Shares financial
"192,567 Performance Restricted Shares at a stated price of $0.0000"
Total Shareholder Return (TSR) financial
"multiplied by the Total Shareholder Return (TSR) during the period"
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.
vesting financial
"Upon vesting, additional common shares may be delivered"
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.
industry peers financial
"depending on the performance of the SUZB3 share in relation to its industry peers in Brazil"
Form 4 Insider Transactions: What Each Field Means →
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*
Abreu Joao Alberto Fernandez de
(Last)(First)(Middle)
AV BRIGADEIRO FARIA LIMA 1355
(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
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
[SUZB3]
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026		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)

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
Performance Restricted Shares04/30/2026A97,824A$0265,602(1)D
Performance Restricted Shares04/30/2026A192,567A$0458,169(2)D
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
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. 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) .
Remarks:
/s/ Victor Conde Valladares Camina as attorney-in-fact for Joao Alberto Fernandez de Abreu04/30/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Suzano (SUZ) report for its CEO?

Suzano reported that CEO Joao Alberto Fernandez de Abreu received two grants of Performance Restricted Shares as equity compensation. These awards are not open-market purchases and were issued at a stated price of $0.0000 per share under the company’s incentive program.

How many Performance Restricted Shares did the Suzano (SUZ) CEO receive?

The CEO received 192,567 Performance Restricted Shares in one grant and 97,824 Performance Restricted Shares in a second grant. Both awards were recorded at a transaction price of $0.0000 per share as part of his equity-based compensation.

What performance conditions apply to Suzano (SUZ) Performance Restricted Shares?

Upon vesting, additional common shares may be delivered if performance conditions are met. The share price at redemption is multiplied by Total Shareholder Return, which ranges from 75% to 125% depending on how SUZB3 performs relative to Brazilian industry peers.

Are the Suzano (SUZ) CEO’s new awards open-market stock purchases?

No. The Form 4 shows grant or award acquisitions of Performance Restricted Shares at $0.0000 per share. These are compensation-related equity grants, not open-market purchases, and are classified under transaction code A for grants or awards.

What are the CEO’s reported holdings after these Suzano (SUZ) awards?

Following the 192,567-share grant, his reported holding in that line is 458,169 Performance Restricted Shares. After the 97,824-share grant, the related line shows 265,602 Performance Restricted Shares, reflecting his updated positions in each award category.

How does Total Shareholder Return affect Suzano (SUZ) award payouts?

Total Shareholder Return influences how many common shares may ultimately be delivered when the awards vest. The TSR factor ranges between 75% and 125%, tied to SUZB3’s performance versus Brazilian industry peers during the measurement period, directly affecting the final share outcome.