v3.25.4
Share-based compensation plan
12 Months Ended
Dec. 31, 2025
Disclosure of terms and conditions of share-based payment arrangement [abstract]  
Disclosure of share-based payment arrangements [text block]
22 SHARE-BASED COMPENSATION PLAN
The Company grants members of the statutory and non-statutory board of directors, key employees and members of the Board of Directors (“Beneficiaries”) long-term share-based incentive plans, approved at the General Meeting with the objectives of: (i) aligning the interests of the beneficiaries with the interests of the Company and its shareholders, (ii) attracting, rewarding, retaining and incentivizing the beneficiaries to conduct the Company's business in a sustainable manner, within appropriate risk limits and aligned with the interests of the shareholders, and (iii) granting a financial incentive to the beneficiaries.
The plans granted by the Company are: (i) Phantom Shares Plan (“PS”), settled in in local currency and (ii) Restrict Shares Plan ("Performance Shares"), settled in shares.
The characteristics and measurement criteria of each plan are disclosed below:
22.1 Phantom shares plan
The number of phantom shares to be granted to each beneficiary is calculated based on a financial amount per beneficiary.
The beneficiary may only exercise the rights to the phantom shares once the vesting period has been completed, lasting up to 5 (five) years from the date of grant, in accordance with the characteristics of each plan.
The settlement of the phantom shares is in cash, and the amount will be calculated by multiplying the number of shares granted by the value of the share measured based on the average price of the last 90 (ninety) trading sessions, adjusted, when applicable, for the Company’s Total Shareholder Return ("TSR"), in accordance with the criteria established in each plan.
The TSR represents a market condition and its effects are incorporated into the fair value measurement of the phantom shares at the grant date.
Since phantom share plans are settled in cash, their fair values are measured at the end of each reporting period.
If beneficiaries leave the Company during the vesting period, they will lose the right to exercise the phantom shares.
The roll-forward arrangements are set out below:
Number of shares
Year of grantFair value on grant date31/12/2024Shares grantedCancelled
Exercised (1)
31/12/2025Available for completionYear of vesting
202620272028
2020R$38.50 33,384 1,083 (34,467)     
2021R$62.25 874,480 28,375 (13,046)(882,074)7,735 7,735    
2022R$57.48 3,461,437 112,251 (109,908)(2,983,596)480,184 156,930 299,281 23,973  
2023R$48.84 3,052,179 98,965 (246,315)(209,268)2,695,561  2,439,228 256,333  
2024R$56.53 2,675,017 86,771 (207,385)(95,013)2,459,390   2,286,297 173,093 
2025R$60.53 3,684,754 (168,804)(105,413)3,410,537    3,410,537 
Number of stock options10,096,497 4,012,199 (745,458)(4,309,831)9,053,407 164,665 2,738,509 2,566,603 3,583,630 
Book value361,974 209,842 (17,843)(221,651)332,322 
Book value of the previous year268,489 196,956 (23,470)(80,001)361,974 
(1)For the year ended December 31, 2025, the average price of the share options exercised, including exercises resulting from termination of employment, was R$56.57.
22.2 Restricted shares plan
Each performance share corresponds to 1 (one) common, registered, book-entry share with no par value issued by the Company, to be delivered to the beneficiary once the conditions established in this plan have been met.
The acquisition of rights to the beneficiaries is subject to: (i) continued permanence of the beneficiaries as directors of the Company during the vesting period, (ii) achievement of the goals assigned in the programs and (iii) any other conditions determined by the Board of Directors in each grant made.
The vesting period may last up to 5 (five) years, starting from the date of grant, according to the characteristics of each plan.
The number of performance shares to be effectively delivered to each beneficiary will depend on the achievement of the goals linked to the respective programs and contracts, and will be determined after the vesting period. This calculation will also consider the Total Shareholder Return (“TSR”), which is an indicator used to measure the performance of the shares of the group of companies characterized as competitors of Suzano.
If beneficiaries leave the Company before fulfilling the conditions for obtaining rights, they lose the right to exercise the restricted share option.
The position is set forth below:
Number of stock options
Year of grantFair value on grant date31/12/2024Shares grantedExercised31/12/2025Year of vesting
20262027202820292030
2022R$53.81 115,800 3,758 (119,558) 
2023R$51.41 383,568 12,448 396,016 277,249 118,767 
2024R$55.77 2,480,743 80,509 (348,417)2,212,835 227,697 312,564 1,672,574 
2025R$61.39 467,265 467,265 230,773 236,492 
Number of stock options2,980,111 563,980 (467,975)3,076,116 504,946 431,331 230,773 1,672,574 236,492 
Book value60,226 45,642 (25,126)80,742 
Book value of the previous year26,744 81,276 (47,794)60,226