Cosan S A SEC Filings

Cosan S.A. reported that on December 15 it sold common shares of its subsidiary Rumo S.A. equal to approximately 4.98% of Rumo’s total share capital. At the same time, Cosan entered into total return swap derivative instruments that provide the same economic exposure as the shares sold.

The company explains that this financial transaction is part of its strategy focused on liquidity and cash management and states that it does not reduce Cosan’s political and economic rights in Rumo. Cosan also sent a communication to Rumo in line with Article 12 of CVM Resolution No. 44.

Cosan S.A. (CSAN) reports weaker results for the nine months ended September 30, 2025. Consolidated net sales reached R$30.8 billion, down from R$32.2 billion a year earlier, while profit attributable to owners swung to a net loss of R$3.9 billion versus a R$126.4 million loss in 2024. EBITDA fell to R$7.5 billion from R$9.3 billion, pressured by higher financial expenses, negative derivative results and significant impairments, including R$1.0 billion mainly at Rumo and Moove.

Total assets declined to R$125.7 billion from R$141.3 billion, and total shareholders’ equity to R$32.1 billion from R$39.4 billion, reflecting losses and corporate movements. Cash and cash equivalents were R$12.9 billion, supported by strong operating cash flow of R$9.7 billion in the period. After quarter-end, Cosan completed primary share offerings of 2.1 billion new shares at R$5.00, raising R$10.5 billion and increasing share capital to R$10.28 billion.

Cosan S.A. announced executive and board changes. Rodrigo Araujo Alves resigned as Chief Financial and Investor Relations Officer, and Rafael Bergman will assume the role effective December 05, 2025. For the Board of Directors, effective November 19, 2025, Pedro Isamu Mizutani, Luis Henrique Cals de Beauclair Guimarães, Silvia Brasil Coutinho, and Vasco Augusto Pinto da Fonseca Dias Júnior resigned. André Santos Esteves was elected Vice Chairman, and Renato Antônio Secondo Mazzola and Ralph Gustavo Rosenberg were elected as Board Members.

Cosan also noted corresponding governance changes at subsidiaries Rumo, Compass, and jointly controlled Raízen, with Moove reflecting Rodrigo Araujo’s resignation and the appointments of Mazzola and Rosenberg. Management will address these updates during the earnings conference call on November 17, 2025.

Cosan S.A. (CSAN) — Schedule 13D/A Amendment No. 2: Reporting persons led by Rubens Ometto Silveira Mello updated their beneficial ownership and disclosed details of Cosan’s recent primary equity offerings and governance arrangements. Mr. Mello reports beneficial ownership of 822,312,930 Shares, equal to 20.7% of outstanding, through controlled entities and an indirect interest in New Holding.

The company completed two primary issuances totaling 2,100,000,000 Shares: the First Offering issued 1,812,500,000 Shares at R$5.00 per share for R$9,062.5 million in gross proceeds, including a 1,450,000,000 base tranche fully subscribed by Anchor Investors for R$7,250.0 million. The Second Offering added 287,500,000 Shares at the same price.

Lock-ups apply: 50% of First Offering subscriptions (others) for two years; for New Holding, 50% for four years and 50% for 100 days. A Shareholders’ Agreement effective November 10, 2025 includes a four-year lock-up and sets board and voting arrangements. Cosan disclosed it is considering delisting its ADSs from the NYSE. Each ADS represents four Shares.

Cosan S.A. announced that its controlling shareholders, Aguassanta Investimentos S.A. and Queluz Holding Limited, entered a shareholders’ agreement with funds affiliated with Perfin and BTG Pactual and with Vertiz Holding S.A., a new holding created for their joint investment in the company. The agreement became effective upon settlement of the company’s first public offering of shares.

Cosan will file the shareholders’ agreement, make it available on its website and at the CVM, and update its Reference Form within the legal deadlines.

Cosan S.A. launched a primary offering of its common shares, initially issuing 187,500,000 shares at a fixed price of R$5.00 per share. The company may increase the deal by up to 53.33% (an additional 100,000,000 shares) after bookbuilding to meet excess demand, at the same price.

The offering targets professional investors in Brazil, qualified institutional buyers in the U.S. under Rule 144A and Section 4(a)(2), and non‑U.S. persons under Regulation S. No American Depositary Receipts will be offered, and deposits into the ADR facility will be restricted. Allocation is expected on November 11, 2025, with trading on B3 beginning on the second business day after allocation and settlement on the third business day.

Cosan S.A. reported that Brazil’s antitrust authority CADE approved without restrictions the planned subscription of newly issued Cosan shares by funds affiliated with Perfin and BTG Pactual (collectively, the “Investors”). The company noted that any subscription by the Investors under the Investment Agreement depends on the conclusion and allocation in the first public offering currently in progress.

Cosan stated that CADE’s decision is pending the expiration of a legal period of 15 days. The company added that the closing of the Bookbuilding Procedure for the first public offering is expected to occur on November 3, 2025, pursuant to Brazilian securities regulations. Cosan will keep shareholders informed through official channels.

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.