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Suzano (SUZ) VP awarded 37,743 cash-settled phantom shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Galhardo Aires reported acquisition or exercise transactions in this Form 4 filing.

Suzano S.A. reported that VP of Pulp Operations Galhardo Aires received a grant of 37,743 phantom shares on May 27, 2026. These are cash-settled units whose value is tied to one Suzano common share each and do not represent actual share ownership.

Following the award, Aires holds 90,690 phantom shares in total. The units will vest on April 1, 2029, subject to certain conditions, and will be settled in cash at that time based on the then-current market price of Suzano common shares.

Positive

  • None.

Negative

  • None.
Insider Galhardo Aires
Role VP of Pulp Operations
Type Security Shares Price Value
Grant/Award Phantom Shares 37,743 $0.00 --
Holdings After Transaction: Phantom Shares — 90,690 shares (Direct, null)
Footnotes (1)
  1. Cash settled phantom shares granted on 05/27/2026 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. The value of the phantom shares is tied to the market price of the issuer s common shares and will be settled in cash upon vesting, subject to the terms of the applicable plan.
Phantom shares granted 37,743 phantom shares Grant on May 27, 2026
Total phantom shares after grant 90,690 phantom shares Holdings following the award
Exercise/conversion price $0.00 per phantom share Non-investment, compensation-related grant
Vesting date April 1, 2029 Phantom shares vesting, subject to conditions
Underlying security 37,743 common shares referenced Each phantom share references one Suzano common share
Phantom Shares financial
"Cash settled phantom shares granted on 05/27/2026 and vesting on 04/01/2029, subject to certain conditions."
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.
cash settled financial
"Cash settled phantom shares granted on 05/27/2026 and vesting on 04/01/2029, subject to certain conditions."
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.
vesting financial
"Cash settled phantom shares granted on 05/27/2026 and vesting on 04/01/2029, 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.
applicable plan financial
"subject to the terms of the applicable plan."
market price financial
"The value of the phantom shares is tied to the market price of the issuer s common shares"
Market price is the current amount buyers are willing to pay and sellers are willing to accept for a share or other security at a given moment, like the tag on an item in a busy shop that changes with demand. It matters to investors because it determines what you would receive when selling or what you must pay to buy now, reflecting supply, demand and recent news that affect perceived value.
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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*
Galhardo Aires
(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)
VP of Pulp Operations
2a. Foreign Trading Symbol
[SUZB3]
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026		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
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
Phantom Shares(1)05/27/2026A37,743 (1) (1)Common shares37,743(2)90,690D
Explanation of Responses:
1. Cash settled phantom shares granted on 05/27/2026 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.
2. The value of the phantom shares is tied to the market price of the issuer s common shares and will be settled in cash upon vesting, subject to the terms of the applicable plan.
Remarks:
/s/ Victor Conde Valladares Camina as attorney-in-fact for Aires Galhardo05/28/2026
** 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 did Suzano (SUZ) disclose about Galhardo Aires in this Form 4?

Suzano reported that VP of Pulp Operations Galhardo Aires received 37,743 phantom shares as a compensation award. These are cash-settled units linked to Suzano’s common share price, increasing his total phantom share holdings to 90,690 units after the grant.

How many phantom shares were granted to Suzano VP Galhardo Aires?

Galhardo Aires was granted 37,743 phantom shares. Each phantom share’s value is referenced to one Suzano common share, and the award increases his overall phantom share balance to 90,690 units, to be settled in cash upon vesting under the applicable plan.

When do the new Suzano phantom shares granted to Galhardo Aires vest?

The 37,743 phantom shares granted to Galhardo Aires vest on April 1, 2029. Vesting is subject to certain conditions under Suzano’s compensation plan, and once vested, the units will be settled in cash based on the market price of Suzano common shares.

Are the Suzano phantom shares granted to Galhardo Aires actual common shares?

The phantom shares granted to Galhardo Aires are not actual common shares. They are cash-settled units whose value is tied to Suzano’s common share price and will be paid in cash upon vesting, rather than delivering physical shares or voting rights.

How is the value of Suzano phantom shares determined for Galhardo Aires’ award?

The value of the phantom shares is tied to Suzano’s common share market price. Each of the 37,743 units references one common share, and upon vesting, the cash payment will reflect the then-current share price, as specified in the applicable compensation plan.