Cosan S.A. (NYSE: CSAN) secures R$4B investment in Cosan Dez vehicle

Rhea-AI Filing Summary

Cosan S.A. reports that Banco Bradesco BBI S.A. and Banco BTG Pactual S.A. have jointly acquired preferred shares of Cosan Dez Participações S.A. for a total of R$4 billion. These shares represent approximately 23% of Cosan Dez’s total share capital and grant political rights equivalent to 9.98% of its voting capital.

Cosan Dez holds the shares of Compass Gás e Energia S.A. owned by Cosan. The transaction renegotiates financial terms previously agreed with Bradesco BBI in 2022. As part of the new structure, Cosan granted Bradesco BBI and BTG Pactual a put option on their Cosan Dez shares, exercisable in one or more stages from the 5th, 6th and 7th anniversaries of the transaction. Cosan states that this reduces the financial cost of the prior arrangement and aligns with its strategy to optimize liabilities following a recent capitalization.

Insights

LatAm corporate finance analyst

Cosan reshapes Compass holding vehicle with a R$4B partner transaction.

Cosan is effectively bringing in Bradesco BBI and BTG Pactual as preferred shareholders of Cosan Dez, the entity that owns its shares in Compass Gás e Energia. The investors pay R$4 billion for preferred shares that equate to about 23% of Cosan Dez’s equity value and 9.98% of its voting rights, so Cosan retains majority control.

The company describes this as a renegotiation of the 2022 structure with Bradesco BBI and notes that the new terms lower the financial cost relative to the previous arrangement. A key feature is the put option granted to Bradesco BBI and BTG Pactual, allowing them to sell their Cosan Dez shares back on a staggered schedule from the 5th, 6th and 7th anniversaries of the transaction. This creates a future obligation potential for Cosan, tied to those dates.

Cosan links the move to its ongoing strategy to optimize liabilities after a recent capitalization. The balance between lower near-term financial costs and the longer-dated put option exposure will be an important element for investors to understand as more detail appears in future disclosures.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number: 001-40155

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 X Form 40-F

 

COSAN S.A.

CNPJ No. 50.746.577/0001-15
NIRE 35.300.177.045
Publicly Held Company
CVM Code 19836

MATERIAL FACT

COSAN S.A. (B3: CSAN3; NYSE: CSAN) (“Cosan” or “Company”), in compliance with CVM Resolution No. 44, dated August 23, 2021, informs its shareholders and the market in general that, on this date, Banco Bradesco BBI S.A. (“Bradesco BBI”) and Banco BTG Pactual S.A. (“BTG Pactual”) have acquired, in equal proportions, preferred shares issued by Cosan Dez Participações S.A. (“Cosan Dez”) for a total amount of R$4 billion. These shares correspond, in terms of equity value, to approximately 23% of Cosan Dez’s total share capital and jointly grant political rights equivalent to 9.98% of the voting capital (the “Transaction”).

Cosan Dez is the vehicle that holds the shares of Compass Gás e Energia S.A. (“Compass”) owned by the Company. The Transaction represents a renegotiation of the financial terms of the structure established between the Company and Bradesco BBI in 2022. Regarding the conditions agreed upon in the context of the Transaction, the Company granted Bradesco BBI and BTG Pactual a put option on the shares of Cosan Dez held by these investors, exercisable in one or more opportunities, on a staggered basis, starting from the 5th, 6th, and 7th anniversaries of the Transaction, which allowed the Company to reduce the financial cost associated with the previous transaction. In addition, the Transaction follows the Company’s ongoing strategy to optimize liabilities following the recent capitalization.

With the closing of the Transaction, the corporate structure of Cosan Dez and Compass will be as follows:

São Paulo, December 30, 2025

Rafael Bergman

Chief Financial and Investor Relations Officer

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:  December 30, 2025

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

FAQ

What transaction did Cosan S.A. (CSAN) disclose involving Cosan Dez?

Cosan S.A. disclosed that Banco Bradesco BBI S.A. and Banco BTG Pactual S.A. acquired, in equal proportions, preferred shares issued by Cosan Dez Participações S.A. for a total of R$4 billion. These shares correspond to approximately 23% of Cosan Dez’s total share capital and provide political rights equal to 9.98% of its voting capital.

How is Cosan Dez related to Compass Gás e Energia within Cosan S.A. (CSAN)?

Cosan Dez Participações S.A. is described as the vehicle that holds the shares of Compass Gás e Energia S.A. owned by Cosan. This means Cosan’s ownership in Compass is held through Cosan Dez, and the new preferred share investment sits at that holding-vehicle level.

What is the purpose of the R$4 billion transaction for Cosan S.A. (CSAN)?

Cosan states that the transaction represents a renegotiation of financial terms originally established with Bradesco BBI in 2022. The company notes that the new structure, which includes the preferred share investment and the put option, reduced the financial cost associated with the previous transaction and is aligned with its ongoing strategy to optimize liabilities following a recent capitalization.

What are the put option rights granted in this Cosan S.A. (CSAN) transaction?

Cosan granted Bradesco BBI and BTG Pactual a put option on the Cosan Dez shares they hold. This option can be exercised in one or more opportunities, on a staggered basis, starting from the 5th, 6th and 7th anniversaries of the transaction. These terms give the investors the right to sell their Cosan Dez shares back to Cosan under agreed conditions at those future dates.

Does the Cosan S.A. (CSAN) transaction change voting control at Cosan Dez?

The preferred shares acquired by Bradesco BBI and BTG Pactual correspond to approximately 23% of Cosan Dez’s equity value but grant political rights equivalent to 9.98% of its voting capital. This indicates that Cosan retains the majority of the voting rights in Cosan Dez after the transaction.

How does this move fit into Cosan S.A. (CSAN)'s broader financial strategy?

Cosan links the transaction to its broader strategy of liability optimization. The company notes that, along with the recent capitalization, renegotiating the 2022 structure and reducing related financial costs through this R$4 billion preferred share investment is part of an ongoing effort to manage its capital structure more efficiently.