Raízen R$65.1B debt plan; Cosan (NYSE: CSAN) reports no direct impact

Rhea-AI Filing Summary

Cosan S.A. reports that its affiliate Raízen S.A. and certain subsidiaries have filed for an out-of-court reorganization in Brazil to restructure unsecured financial indebtedness of approximately R$65.1 billion and related intercompany claims. The process has been consensually structured with main unsecured financial creditors, and more than 47% of this indebtedness is already supported by consenting creditors, enough to initiate the proceeding. The reorganization is described as strictly financial and does not affect Raízen’s obligations to customers, suppliers, distributors or other key partners, which will continue in the ordinary course. Cosan states that this process does not involve or affect Cosan’s own obligations, operations, capital structure or financial position, and that the Cosan Group’s activities and commercial relationships remain unchanged, with no direct impact from Raízen’s filing.

Insights

Credit and capital-structure analyst

Large Raízen debt restructuring disclosed, with Cosan stressing no direct impact.

Raízen is seeking an out-of-court reorganization covering approximately R$65.1 billion of unsecured financial debt and intercompany claims. The plan is pre-negotiated with key unsecured creditors, who already represent more than 47% of this indebtedness, enabling the court filing.

The framework aims to amend terms via tools like shareholder capital contributions, debt-to-equity conversions, refinancing with new indebtedness, corporate reorganizations, and asset sales. Under Brazilian rules, Raízen has 90 days from court acceptance to reach the minimum creditor support needed for court ratification that would bind all covered claims.

The company emphasizes that the restructuring is limited to financial obligations and preserves Raízen’s operational commitments to customers and suppliers. Cosan explicitly states its own operations, capital structure and financial position are unaffected, so the main uncertainty for investors is how Raízen’s final plan structure evolves 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 March 2026

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”), in compliance with CVM Resolution No. 44/2021 and in accordance with the Material Fact disclosed by Raízen S.A. (“Raízen”), informs its shareholders and the market in general that, on this date, Raízen, together with certain of its subsidiaries (the “Raízen Group”), filed a request for an Out-of-Court Reorganization proceeding (Recuperação Extrajudicial) before the São Paulo State Court.

The Out-of-Court Reorganization has been consensually structured between the Raízen Group and its main unsecured financial creditors that are parties to the Out-of-Court Reorganization Plan (the “Consenting Creditors” and the “Plan”, respectively), with the objective of providing a stable and protected legal framework to finalize negotiations and implement the restructuring of the Raízen Group’s unsecured financial indebtedness, in an aggregate amount of approximately R$65.1 billion, as well as other intercompany claims (the “Covered Claims”).

As of the date hereof, the Company has obtained the express support of Consenting Creditors holding more than 47% of the unsecured financial indebtedness, a level sufficient to file the Out-of-Court Reorganization proceeding and which evidence substantial support for the proposed restructuring. In accordance with applicable law, the Raízen Group will have a period of 90 days from the court’s acceptance of the filing to reach the minimum threshold required for court ratification of the Plan, upon which 100% of the Covered Claims will be bound by the amended terms and conditions set forth therein.

The Plan may include: (i) capital contributions by the Company’s shareholders; (ii) the conversion of a portion of the Covered Claims into equity interests in the Company; (iii) the replacement of certain Covered Claims with new indebtedness; (iv) corporate reorganizations aimed at the segregation of specific business segments currently conducted by the Raízen Group; and (v) divestment of assets of the Raízen Group. The Out-of-Court Reorganization has a limited and strictly financial scope and does not affect the Raízen Group’s obligations toward customers, suppliers, distributors, or other commercial partners that are essential to its operations and business continuity. All such obligations remain in full force and effect and will continue to be performed in the ordinary course of business.

Cosan clarifies that the Out-of-Court Reorganization reported by Raizen Group has a limited and strictly scope to Raízen’s financial obligations and does not involve, affect or imply any impacts on obligations, operations, capital structure or financial position of Cosan and its controlled companies (“Cosan Group”). The activities, commitments and commercial relationships of Cosan Group remain unaffected and will continue to be performed in the ordinary course of business, with no direct impacts related to the referred filing.

Cosan will keep its shareholders and the market duly informed of any further material developments related to the matter reported by Raízen.

São Paulo, March 11, 2026

 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:  March 11, 2026

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

FAQ

What did Cosan S.A. (CSAN) announce regarding Raízen’s debt?

Cosan disclosed that Raízen and certain subsidiaries filed for an out-of-court reorganization in Brazil to restructure approximately R$65.1 billion in unsecured financial indebtedness and intercompany claims, under a pre-arranged plan with key unsecured creditors.

How much debt is covered in Raízen’s out-of-court reorganization plan?

The out-of-court reorganization plan covers unsecured financial indebtedness and related intercompany claims totaling about R$65.1 billion. These obligations, defined as “Covered Claims,” are the focus of the proposed financial restructuring and negotiation with Raízen’s unsecured financial creditors.

What creditor support does Raízen have for its restructuring plan?

Raízen has express support from consenting creditors holding more than 47% of the unsecured financial indebtedness. This level of support is sufficient under Brazilian law to file the out-of-court reorganization proceeding and demonstrates substantial backing for the proposed plan terms.

Will Raízen’s out-of-court reorganization affect Cosan’s operations or finances?

Cosan states that Raízen’s out-of-court reorganization has a limited and strictly financial scope for Raízen and does not affect the Cosan Group’s obligations, operations, capital structure, or financial position. Cosan’s activities and commercial relationships continue in the ordinary course.

How long does Raízen have to secure broader creditor support for the plan?

From the court’s acceptance of the filing, the Raízen Group has 90 days to reach the minimum creditor support threshold required for court ratification. Once ratified, the amended terms and conditions in the plan will bind 100% of the covered claims.

Will Raízen’s reorganization affect its obligations to customers and suppliers?

The reorganization is described as strictly financial and limited to Raízen’s unsecured financial obligations. Raízen’s obligations toward customers, suppliers, distributors, and other partners remain in full force and effect and will continue to be performed in the ordinary course of business.