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Suzano (NYSE: SUZ) VP logs phantom share cash settlement and new grant

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

Rhea-AI Filing Summary

Suzano S.A. VP of Pulp Operations Galhardo Aires reported compensation-related movements in cash-settled phantom shares tied to Suzano’s common share price. On March 30, 2026, previously granted phantom shares from March 1, 2022 and March 1, 2023 vested and were disposed of to the issuer and settled in cash based on the market price of Suzano common shares, in line with the applicable plan. On the same date, Aires received a new grant of phantom shares that will vest on March 1, 2029, subject to conditions, leaving him with a remaining phantom share balance reported after these transactions.

Positive

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Negative

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Insider Galhardo Aires
Role VP of Pulp Operations
Type Security Shares Price Value
Disposition Phantom Shares 6,157 $0.00 --
Disposition Phantom Shares 19,533 $0.00 --
Grant/Award Phantom Shares 10,360 $0.00 --
Holdings After Transaction: Phantom Shares — 62,120 shares (Direct)
Footnotes (1)
  1. Cash settled phantom shares granted on 03/01/2022 and vesting on 03/30/2026, 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. The phantom shares vested and were settled in cash based on the market price of the issuer s common shares in accordance with the terms of the applicable plan. Cash settled phantom shares granted on 03/01/2023 and vesting on 03/30/2026, 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. 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. 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 disposed 1 6,157 phantom shares Cash-settled phantom shares vested and disposed to issuer on March 30, 2026
Phantom shares disposed 2 19,533 phantom shares Additional vested phantom shares disposed to issuer on March 30, 2026
New phantom share grant 10,360 phantom shares Cash-settled phantom shares granted on March 30, 2026, vesting March 1, 2029
Holdings after first disposition 62,120 phantom shares Reported phantom share balance following the 6,157-share disposition
Holdings after grant 52,947 phantom shares Reported phantom share balance after 19,533-share disposition and 10,360-share grant
Phantom Shares financial
"Cash settled phantom shares granted on 03/01/2022 and vesting on 03/30/2026, 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 phantom shares financial
"Cash settled phantom shares granted on 03/01/2023 and vesting on 03/30/2026, subject to certain conditions."
Disposition to issuer financial
"transaction_code_description: Disposition to issuer"
Grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
market price of the issuer s common shares financial
"The phantom shares vested and were settled in cash based on the market price of the issuer s common shares"
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)
03/30/2026		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
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)03/30/2026D6,157 (1) (1)Common shares0(2)62,120D
Phantom Shares(3)03/30/2026D19,533 (3) (3)Common shares0(2)42,587D
Phantom Shares(4)03/30/2026A10,360 (4) (4)Common shares0(5)52,947D
Explanation of Responses:
1. Cash settled phantom shares granted on 03/01/2022 and vesting on 03/30/2026, 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 phantom shares vested and were settled in cash based on the market price of the issuer s common shares in accordance with the terms of the applicable plan.
3. Cash settled phantom shares granted on 03/01/2023 and vesting on 03/30/2026, 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.
4. 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.
5. 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 Galhardo03/31/2026
** 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 transactions did Suzano (SUZ) VP Galhardo Aires report?

Galhardo Aires reported cash-settled phantom share transactions on March 30, 2026. Older phantom shares vested and were disposed to Suzano and settled in cash, while a new phantom share grant was awarded under the company’s compensation plan.

How many Suzano phantom shares did Galhardo Aires dispose of and why?

Aires disposed of 6,157 and 19,533 phantom shares on March 30, 2026. These cash-settled phantom shares vested and were settled in cash based on Suzano’s common share market price, consistent with the terms of the applicable incentive plan.

What new phantom share award did Suzano grant to Galhardo Aires?

On March 30, 2026, Aires received 10,360 cash-settled phantom shares. These phantom shares were granted with vesting scheduled for March 1, 2029, subject to certain conditions, and their value is referenced to the market price of Suzano common shares.

How many phantom shares does Galhardo Aires hold after these Suzano transactions?

After the 6,157 phantom share disposition, his reported balance was 62,120 phantom shares. Following the 19,533 phantom share disposition and 10,360 phantom share grant, a subsequent holding entry shows 52,947 phantom shares remaining, all reported as directly held.

How are Suzano’s phantom shares settled for Galhardo Aires?

Suzano’s phantom shares for Aires are cash-settled upon vesting. Their value is tied to the market price of one Suzano common share, and settlement occurs in cash according to the terms and conditions of the applicable incentive plan.

Do Galhardo Aires’s phantom shares give him Suzano common shares?

The filing describes these instruments as cash-settled phantom shares. Their price is referenced to one Suzano common share, and footnotes state they are settled in cash upon vesting, under the terms of the applicable compensation plan.