Cosan S.A. (CSAN) SEC Filings

Cosan S.A. (CSAN) reported that former Chief Legal Officer Maria Rita de Carvalho Drummond reclassified 150,496 shares tied to a Long-Term Incentive Program into directly held common stock on September 11, 2026, at a reference price of 3.90 Brazilian reais per share, with no net change in her economic exposure. Following this internal restructuring, she directly holds 2,516,572 common shares and 672,888 American Depositary Shares, with each ADS representing four common shares; no transactions were reported under a Rule 10b5-1 trading plan.

Cosan S.A. (CSAN) director Cordes Burkhard Otto reported indirect open‑market purchases of a total of 159,000 common shares (BVMF: CSAN3) on May 18 and May 26, 2026 through fund DGF UBER ALLES FIM CP IE, at prices in Brazilian reais. The filing also reports direct holdings of 42,332 common shares and 857,610 ADSs, each ADS representing four common shares. No Rule 10b5‑1 trading plan is reported, and the Form 4 was refiled to correct the issuer CIK.

Cosan S.A. (CSAN) reported the initial beneficial holdings of Chief Finance Officer Jose Cezario Menezes de Barros Sobrinho on a Form 3. He holds a right under a Long-Term Incentive Program covering 438,932 shares, reported as granted to him and held directly.

These rights are subject to continued service (vesting) with the Cosan Group and may also depend on achieving specified performance targets. The ultimate number of shares delivered can increase or decrease at delivery based on target achievement and applicable tax effects. No buy or sell transaction is reported.

Cosan S.A. (CSAN) has filed Form 25 with the U.S. Securities and Exchange Commission to effect the voluntary delisting of its American Depositary Shares from the New York Stock Exchange. The last trading day of the ADSs on the NYSE will be September 18, 2026.

After the delisting, Cosan will maintain its ADS program as a Level I ADR, allowing the ADSs to continue trading in the over-the-counter market in the United States. The company states it will keep shareholders and the market informed in line with applicable regulations.

Cosan S.A. (CSAN) has filed a Form 25 to notify the removal of its securities from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934 on the New York Stock Exchange LLC. The securities affected are its American Depositary Shares, each representing four common shares, no par value.

Cosan S.A. (CSAN) reports that, as part of its stated deleveraging strategy, it is advancing the evaluation of alternatives for the sale of a portion of its equity interest in Rumo S.A. The process has progressed to the stage where potential interested parties are submitting binding proposals.

The company states that no decision has been made so far regarding any transaction involving its stake in Rumo and commits to inform the market of any material developments related to this process.

Cosan S.A. (CSAN) reports that its board has approved and the company has notified the New York Stock Exchange of its intention to voluntarily delist its American Depositary Shares (ADSs), each ADS representing four common shares. The company states this step is part of an effort to simplify and optimize its capital structure, with an expectation of cost reductions and greater focus on key business areas.

Cosan plans to file Form 25 with the SEC on September 8, 2026, and based on the current timetable, the last day of ADS trading on the NYSE would be September 18, 2026, subject to the progress of the process. Cosan will keep its common shares listed on the Novo Mercado segment of B3 in Brazil and will remain registered under the U.S. Exchange Act, continuing to comply with U.S. reporting obligations after the NYSE delisting. The company has not arranged for the ADSs to be listed or quoted on another exchange and reserves the right to delay, withdraw, or change these plans.

COSAN S.A. announced a broad simplification of its corporate and governance structure. The Board approved executive changes, with current CFO and Investor Relations Officer Rafael Bergman and Chief Legal Officer Maria Rita de Carvalho Drummond resigning, and José Cezário Menezes de Barros Sobrinho, formerly CFO of Rumo S.A., becoming Chief Financial and Investor Relations Officer as of September 1, 2026; the legal department will report to him.

The company called an Extraordinary General Meeting to vote on bylaw amendments and the total spin-off of Radar II Propriedades Agrícolas S.A., whose net equity of R$2,574,927,512.00 will be split and merged into Cosan and Mansilla Participações Ltda. in line with their current stakes (50.0000006% and 49.9999994%), extinguishing Radar II. Cosan’s portion is valued at R$1,287,463,772.00 and Mansilla’s at R$1,287,463,740.00. There will be no capital increase, no share issuance and no dilution for Cosan shareholders. The transaction, expected to be effective as of October 1, 2026 if approved, is intended to lower corporate complexity and costs, with estimated one-off implementation expenses of about R$500,000.00.

Cosan also approved the voluntary delisting of its ADSs from the NYSE, to be followed, after regulatory steps, by a request for SEC deregistration. The company states that registration with the SEC remains in place for now and that a timeline and alternatives for ADS holders will be disclosed. In addition, Cosan will begin publishing guidance for its debt service interest coverage metric, expected to converge to a range of 0.8x to 1.2x by the end of fiscal year 2026, based on assumptions in its 2Q26 earnings release.

Cosan S.A. reported a 2Q26 net loss of R$320 million, a 66% improvement versus the R$946 million loss in 2Q25. Results include a R$233 million impairment on the Port São Luís asset held for sale, partially offset by lower financial expenses and reduced general and administrative costs.

Expanded net debt was R$9.2 billion, down 20% versus 1Q26 and 47% versus 2Q25, supported by a secondary IPO of Compass that generated about R$2.3 billion for Cosan and R$8.8 billion of early debt settlements in 6M26. The Debt Service Coverage Ratio fell to 0.2x, and the company now guides for DSCR to converge to 0.8x–1.2x by year-end 2026, assuming R$1.3–1.8 billion in 2026 dividends and equivalent distributions.