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Suzano Holding & Feffer Family File Schedule 13D, Detailing Corporate Reorganization and 48.1% Collective Stake

High SignificanceAugust 24, 2026 at 5:07:29 PM EDT

Suzano S.A.

$SUZSCHEDULE 13DCIK: 0000909327

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Filing Summary

Suzano Holding S.A. and related parties, including members of the Feffer family, filed a Schedule 13D reporting collective beneficial ownership of approximately 48.1% of Suzano S.A. ($SUZ). The filing, triggered by a shareholders' agreement effective August 20, 2026, details a long-term corporate reorganization involving the controlling family's holdings.

Comprehensive Analysis

Summary of Schedule 13D Filing

This Schedule 13D was filed by a group of sixteen entities and individuals, including Suzano Holding S.A., members of the Feffer family, and other related parties (collectively, the "Reporting Persons"). The filing was triggered by the effectiveness of the "Fanny Parties Shareholders' Agreement" on August 20, 2026, which caused the Reporting Persons to be deemed a "group" for SEC reporting purposes. This filing amends and replaces a previous Schedule 13G, reflecting the new group structure and providing more detailed disclosure. The group collectively holds a significant beneficial ownership stake in Suzano S.A.

Purpose of the Transaction (Item 4)

The primary purpose of the filing is to disclose the formation of a reporting group following a corporate reorganization. The "Fanny Parties Shareholders' Agreement" outlines a 20-year plan for the "Fanny Parties" to exit their stake in Suzano Holding S.A. (SH) by gradually exchanging their SH shares for shares of the issuer, Suzano S.A., held by SH. This agreement, along with other existing voting and transfer agreements among the controlling shareholders, establishes a formal group structure for voting the combined shares.

Beneficial Ownership (Item 5)

Collectively, the Reporting Persons may be deemed to beneficially own an aggregate of 607,747,376 Common Shares, which represents approximately 48.1% of the company's outstanding shares. The filing clarifies that control of the issuer is held by the "Controlling Shareholder Group" (Suzano Holding S.A., David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer, and Alden Fundo de Investimento em Acoes), and that the "Fanny Parties" are not part of this control group despite being part of the reporting group.

Key Agreements (Item 6)

Several key agreements govern the relationships and actions of the Reporting Persons:

  • Fanny Parties Shareholders' Agreement: Regulates the corporate reorganization and establishes a block voting mechanism for shares held by SH and the Fanny Parties.
  • Voting Agreement: Binds the Controlling Shareholder Group to vote their shares as a block in accordance with pre-meeting resolutions.
  • Transfer Agreement: Restricts the Feffer brothers from selling or transferring their shares without the consent of the other parties, including rights of first refusal.
  • Lock-Up Agreement: Restricts the Fanny Parties from selling shares received in the reorganization for an initial term of one year, with automatic renewals.

Conclusion

This Schedule 13D filing provides significant insight into a major internal restructuring of the controlling shareholders' stake in Suzano S.A. It formalizes the collective voting power of the extended family and related entities, which now represent a 48.1% beneficial ownership block. The transaction is not a change of control but a reorganization of existing holdings, triggered by agreements that bind the parties to act in concert on voting matters, thus necessitating a group filing on Schedule 13D.

Topics:#Suzano#SEC#Schedule13D#SUZ

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