Cosan S A SEC Filings

Cosan S.A. launched a primary offering of its common shares directed to investors in Brazil under CVM Resolution 160, to qualified institutional buyers in the United States under Rule 144A, and to non‑U.S. persons under Regulation S. The Offering initially comprises 1,450,000,000 shares, with the ability to increase by up to 25% (an additional 362,500,000 shares) after bookbuilding to meet excess demand.

Anchor investors, including AS Investimentos, Queluz, BTG entities and Perfin entities, committed to purchase an aggregate of R$7,250.0 million of shares, subject to the price being set at R$5.00 per share. Pricing is expected on November 3, 2025, with trading on B3 two business days after price disclosure and settlement on the third business day. No American Depositary Receipts will be offered, and the shares are subject to restrictions on deposit into the Company’s ADR facility. The shares will not be registered under the U.S. Securities Act.

Cosan S.A. filed a 6‑K detailing mid‑2025 performance and updates. For the six months ended June 30, 2025, net operating revenue was R$20.1 billion and the company reported a net loss of R$2.5 billion. EBITDA reached R$4.8 billion and net debt was R$44.0 billion. Segment results were mixed: Compass was stable, Rumo softened due to southern network disruptions, Moove was impacted by a plant fire, and Radar grew on property sales.

Preliminary nine‑month 2025 estimates guide to consolidated net sales of R$30.1–R$31.1 billion, gross profit of R$9.5–R$10.5 billion, and a net loss of R$3.0–R$4.0 billion, reflecting weaker Raízen margins, higher SELIC and other factors.

Strategic actions include Raízen divestments: sale agreements of up to 3.6 million tons of sugarcane (~R$1.0 billion), 55 distributed generation plants (~R$600 million), and a binding sale of two mills for R$1.543 billion, each subject to antitrust approval. The company is considering delisting its ADSs from the NYSE and potentially deregistering with the SEC after certain capitalization steps.

Amendment to a Schedule 13D for Cosan S.A. (CSAN) describes a planned strategic transaction in which anchor investors, including holdings controlled by Rubens Ometto Silveira Mello, will participate in two primary public offerings in Brazil to raise new equity. The two offerings could issue up to 2,000,000,000 Shares in total, with the first offering targeting up to 1,450,000,000 Shares (plus a 25% overallotment) and the second offering up to 550,000,000 Shares. The Anchor Investors committed to place 100% of the first base offering, equivalent to R$7,250,000,000 at R$5.00 per share, subject to board-determined pricing and customary conditions. The transaction requires shareholder approval of an authorized capital increase and certain bylaw waivers at an EGM scheduled for October 23, 2025, and settlement of the first offering by November 14, 2025. Mr. Mello and affiliated entities report shared voting control of 672,312,930 Shares, equal to 36.0% of outstanding shares, based on 1,866,570,932 shares outstanding as of April 30, 2025.