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Suzano (NYSE: SUZ) EVP reshapes cash phantom share incentives

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Suzano S.A. Executive VP of Consumer Goods Luis Renato Costa Bueno reported compensation-related changes in cash-settled phantom shares tied to Suzano common shares. On March 30, 2026, he disposed of 5,085 and 16,137 phantom shares back to the issuer as previously granted awards vested and were settled in cash based on the market price of Suzano’s common shares.

On the same date, he received a new grant of 9,497 cash-settled phantom shares that vest on March 1, 2029, subject to conditions. After these transactions, he held 46,939 phantom shares, all referenced to the price of one Suzano common share and payable in cash upon vesting under the plan terms.

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Insider Bueno Luis Renato Costa
Role Executive VP of Consumer Goods
Type Security Shares Price Value
Disposition Phantom Shares 5,085 $0.00 --
Disposition Phantom Shares 16,137 $0.00 --
Grant/Award Phantom Shares 9,497 $0.00 --
Holdings After Transaction: Phantom Shares — 53,579 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 (lot 1) 5,085 phantom shares Issuer disposition on March 30, 2026; vested and settled in cash
Phantom shares disposed (lot 2) 16,137 phantom shares Issuer disposition on March 30, 2026; vested and settled in cash
New phantom share grant 9,497 phantom shares Granted March 30, 2026; vesting on March 1, 2029; cash-settled
Phantom shares held after transactions 46,939 phantom shares Direct holdings following March 30, 2026 transactions
Phantom share grant date (2022 award) March 1, 2022 Cash-settled phantom shares referenced to Suzano common shares
Phantom share grant date (2023 award) March 1, 2023 Cash-settled phantom shares referenced to Suzano common shares
Phantom share grant date (2026 award) March 30, 2026 Cash-settled phantom shares vesting March 1, 2029
Future vesting date for new award March 1, 2029 Vesting date for 9,497 cash-settled phantom shares
Phantom Shares financial
"The price of each phantom share is referenced to one Suzano common share."
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 03/01/2022 and vesting on 03/30/2026, subject to certain conditions."
vesting financial
"Cash settled phantom shares granted on 03/30/2026 and vesting on 03/01/2029, 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.
settled in cash financial
"Phantom shares are settled in cash upon vesting."
market price financial
"The phantom shares vested and were settled in cash based on 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.
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*
Bueno Luis Renato Costa
(Last)(First)(Middle)
AV BRIG 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)
Executive VP of Consumer Goods
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)03/30/2026D5,085 (1) (1)Common shares0(2)53,579D
Phantom Shares(3)03/30/2026D16,137 (3) (3)Common shares0(2)37,442D
Phantom Shares(4)03/30/2026A9,497 (4) (4)Common shares0(5)46,939D
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 Luis Renato Costa Bueno03/31/2026
** 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 did Suzano (SUZ) executive Luis Renato Costa Bueno report in this Form 4?

He reported compensation-related phantom share activity, including two dispositions of vested cash-settled phantom shares and one new grant. All instruments are tied to Suzano’s common share price and are settled in cash according to the company’s long-term incentive plan terms.

What phantom share dispositions did the Suzano (SUZ) executive report?

He reported issuer dispositions of 5,085 and 16,137 cash-settled phantom shares on March 30, 2026. These awards had vested and were settled in cash based on the market price of Suzano’s common shares, consistent with the applicable compensation plan provisions.

What new phantom share grant did Suzano (SUZ) disclose for this executive?

He received a grant of 9,497 cash-settled phantom shares on March 30, 2026. These phantom shares vest on March 1, 2029, remain tied to the market price of Suzano’s common shares, and will be settled in cash if vesting conditions under the plan are satisfied.

How many phantom shares does the Suzano (SUZ) executive hold after these transactions?

After the reported grant and dispositions, he directly holds 46,939 phantom shares. Each phantom share’s value is referenced to one Suzano common share and will be settled in cash upon vesting, in line with the terms of the company’s phantom share plan.

How are Suzano (SUZ) phantom shares structured for this executive?

The phantom shares are cash-settled awards whose value tracks one Suzano common share. They are granted on specified dates, vest on future dates subject to conditions, and are settled in cash based on the market price at vesting, rather than delivering actual shares.