Cosan (NYSE: CSAN) plans to pull U.S. listing, keeps Brazil base

Rhea-AI Filing Summary

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.

Key Figures

ADS-to-share ratio: 1 ADS represents 4 common shares Planned Form 25 filing date: September 8, 2026 Expected last NYSE trading day: September 18, 2026

3 metrics

ADS-to-share ratio 1 ADS represents 4 common shares Structure of Cosan’s American Depositary Shares

Planned Form 25 filing date September 8, 2026 Intended filing date to initiate NYSE delisting of ADSs

Expected last NYSE trading day September 18, 2026 Estimated last day of trading for Cosan ADSs on NYSE

Key Terms

American Depositary Shares, Form 25, Exchange Act, Novo Mercado

4 terms

American Depositary Shares financial

"intention to 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.

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

"remain registered under the U.S. Securities Exchange Act of 1934, as amended"

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.

Novo Mercado financial

"listing of its common shares on the Novo Mercado segment of B3 S.A."

FAQ

What key change did Cosan S.A. (CSAN) announce regarding its NYSE listing?

Cosan announced its intention to voluntarily delist its American Depositary Shares (ADSs) from the New York Stock Exchange. The board approved the move as part of simplifying and optimizing the capital structure and reducing related costs.

When is Cosan S.A. (CSAN) expected to file Form 25 for its NYSE delisting?

Cosan intends to file Form 25 on September 8, 2026 with the U.S. Securities and Exchange Commission. This filing initiates the formal process to delist the company’s ADSs from the New York Stock Exchange.

What is the expected last trading day for Cosan S.A. (CSAN) ADSs on the NYSE?

The expected last day of trading for Cosan’s ADSs on the NYSE is September 18, 2026. The company notes this timetable is an estimate and may change depending on how the delisting process progresses.

Will Cosan S.A. (CSAN) remain listed on any other stock exchange after the NYSE delisting?

Yes. Cosan will maintain the listing of its common shares on the Novo Mercado segment of B3 in Brazil, where trading of its shares is predominantly concentrated, even after the NYSE ADS delisting.

Will Cosan S.A. (CSAN) continue SEC reporting after delisting its ADSs?

Cosan states it will remain registered under the U.S. Exchange Act and continue to comply with its U.S. reporting obligations after the NYSE delisting. The company has not arranged for the ADSs to be listed or quoted elsewhere.

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

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/18/2026 - 05:22 PM Accepted by SEC EDGAR 08/18/2026 - 05:22 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant To Rule 13a-16 Or 15d-16 of the

Securities Exchange Act of 1934

For the month of August 2026

Commission File Number: 333-251238

COSAN S.A.

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

Av. Brigadeiro Faria Lima, 4100, – 16th floor
São Paulo, SP 04538-132 Brazil
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40‑F:  

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐ No ☒

 

COSAN S.A.

CNPJ nº 50.746.577/0001-15

NIRE 35.300.177.045

Companhia Aberta

Código CVM 19836

MATERIAL FACT

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 18, 2026

	COSAN S.A.
	By:	/s/ Rafael Bergman
		Name:            Rafael Bergman
		Title: Chief Financial Officer