Cosan S.A. Announces Material Fact

Rhea-AI Summary

Cosan (NYSE: CSAN; B3: CSAN3) has notified the New York Stock Exchange of its intention to voluntarily delist its American Depositary Shares (ADSs), each representing four common shares, following a Board resolution on August 14, 2026. The move is part of Cosan’s objective to simplify and optimize its capital structure, with expected cost reductions and focus on strategically relevant business areas.

Cosan plans to file Form 25 with the SEC on September 8, 2026, with an estimated last trading day for the ADSs on the NYSE of September 18, 2026, subject to process progress. The company will maintain its common share listing on B3’s Novo Mercado and remain registered under the U.S. Exchange Act, keeping its reporting obligations. Cosan has not arranged an alternative listing or quotation for the ADSs and may delay or withdraw the planned filings.

Positive

• Board-approved voluntary NYSE ADS delisting to simplify capital structure
• Stated objective of cost reductions and focus on strategic business areas
• Common shares remain listed on B3 Novo Mercado, the main trading venue
• Company will remain registered under the U.S. Exchange Act with ongoing reporting

Negative

• ADSs expected to cease NYSE trading around September 18, 2026
• No alternative listing or quotation arranged for the ADSs
• Delisting timelines are estimates and may change during the process

Market Context

IEP moved 1.024890225380659% up while PARR moved down in the current peer scan, providing no aligned...

Analysis

IEP moved 1.024890225380659% up while PARR moved down in the current peer scan, providing no aligned peer signal. The platform also records Net Selling, a relevant governance risk to monitor.

Key Figures

ADS conversion ratio: 4 common shares Board resolution date: August 14, 2026 Form 25 filing date: September 8, 2026 +1 more

4 metrics

ADS conversion ratio 4 common shares Each American Depositary Share

Board resolution date August 14, 2026 Resolution authorizing voluntary delisting

Form 25 filing date September 8, 2026 Intended SEC filing date

Last NYSE trading date September 18, 2026 Intended final ADS trading date, subject to process progress

Key Terms

american depositary shares, american depositary receipts, form 25, exchange act

4 terms

american depositary shares financial

"voluntarily delist the American Depositary Shares (the “ADS”)"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

american depositary receipts financial

"represented by American Depositary Receipts (the “ADRs”)"

A certificate traded on U.S. markets that represents ownership of shares in a foreign company, letting U.S. investors buy and sell that company as if it were listed domestically. Think of it as a local voucher for a foreign product: it makes price quotes in dollars, trades on familiar exchanges, and brings differences in liquidity, fees and legal protections that can affect returns and risk compared with buying the underlying foreign shares directly.

form 25 regulatory

"Cosan intends to file Form 25 with the U.S. Securities and Exchange Commission"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

exchange act regulatory

"registered under the U.S. Securities Exchange Act of 1934"

A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SÃO PAULO, Aug. 18, 2026 (GLOBE NEWSWIRE) -- COSAN S.A. (B3: CSAN3; NYSE: CSAN) (“Cosan” or “Company”), in compliance with the provisions of article 157, paragraph 4, of Law No. 6404/76, and Resolution 44/21 of the Brazilian Securities Commission (Comissão de Valores Mobiliários — CVM), and in continuation of the Material Fact disclosed on August 14, 2026, hereby informs its shareholders and the market in general that it has formally notified the New York Stock Exchange (“NYSE”) of its intention to voluntarily delist the American Depositary Shares (the “ADS”), represented by American Depositary Receipts (the “ADRs”), each representing four common shares, no par value, of Cosan from the New York Stock Exchange (the “NYSE”), pursuant to a resolution adopted by its Board of Directors on August 14, 2026.

This transaction is part of Cosan’s objective to simplify and optimize its capital structure, resulting in cost reductions and a greater focus on its most strategically relevant business areas. The Company will maintain the listing of its common shares on the Novo Mercado segment of B3 S.A. - Brasil, Bolsa, Balcão, where trading of its shares is predominantly concentrated.

Cosan intends to file Form 25 with the U.S. Securities and Exchange Commission (“SEC”) on September 8, 2026 (“Form 25”). Following this timeline, the last day of trading of the ADSs on the NYSE would be on September 18, 2026, it being understood that the timelines described are estimates and depend on the progress of all stages of the process.

Cosan will remain registered under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), complying with its reporting obligations under the Exchange Act following the NYSE delisting. Cosan has not arranged for listing, quotation and/or registration of the ADSs on another securities exchange or quotation medium.

Cosan reserves the right, for any reason, to delay these filings or to withdraw them prior to their effectiveness, and to otherwise change its plans in this regard.

São Paulo, August 18, 2026.

Rafael Bergman
Chief Financial and Investor Relations Officer

No Offer or Solicitation

This Material Fact is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities in any jurisdiction.

Forward Looking Statements

This Material Fact may contain forward-looking statements which reflect Cosan’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements. Any forward-looking statements contained in this Material Fact speak only as at the date hereof, and Cosan does not assume or undertake any obligation or responsibility to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Cosan@dfking.com

FAQ

What did Cosan (CSAN) announce about its NYSE listing on August 18, 2026?

Cosan announced it intends to voluntarily delist its American Depositary Shares from the New York Stock Exchange. According to Cosan, this follows a Board decision on August 14, 2026 and forms part of a plan to simplify and optimize its capital structure.

When will Cosan (CSAN) file Form 25 and when is the last ADS trading day on NYSE?

Cosan intends to file Form 25 with the SEC on September 8, 2026, with an estimated last NYSE trading day for its ADSs on September 18, 2026. According to Cosan, these dates are indicative and depend on process developments.

Will Cosan (CSAN) remain listed on any stock exchange after the NYSE ADS delisting?

Yes. Cosan will maintain the listing of its common shares on the Novo Mercado segment of B3 in Brazil. According to Cosan, trading of its shares is predominantly concentrated on B3, which remains its main listing venue after the ADS delisting.

Will Cosan (CSAN) stay registered with the SEC after delisting its ADSs from NYSE?

Cosan will remain registered under the U.S. Securities Exchange Act of 1934 even after the NYSE delisting. According to Cosan, the company will continue complying with its reporting obligations under the Exchange Act following the ADS delisting.

Has Cosan (CSAN) arranged another listing or quotation for its ADSs after NYSE delisting?

No. Cosan stated it has not arranged for listing, quotation or registration of its ADSs on another securities exchange or quotation medium. According to Cosan, it also reserves the right to delay or withdraw the planned filings if it chooses.

Why is Cosan (CSAN) voluntarily delisting its ADSs from the NYSE?

Cosan links the voluntary delisting to its objective of simplifying and optimizing its capital structure. According to Cosan, the transaction is expected to result in cost reductions and allow greater focus on the company’s most strategically relevant business areas.