Cosan (NYSE: CSAN) evaluates potential IPO of Compass Gás e Energia subsidiary

Rhea-AI Filing Summary

Cosan S.A. has disclosed that it is evaluating a potential initial public offering of shares issued by its subsidiary Compass Gás e Energia S.A., referred to as the “Potential Offering.” This is an exploratory step and not a final decision to proceed.

The company states that any effective offering would depend on domestic and international market conditions and the receipt of required corporate approvals. Cosan emphasizes that, as of the announcement date, no decision has been made regarding completing the offering and it will inform the market of further developments.

Insights

Equity capital markets analyst

Cosan is exploring, but has not committed to, an IPO of Compass.

Cosan S.A. is considering an initial public offering of its energy subsidiary Compass Gás e Energia S.A.. The statement is preliminary and framed as an evaluation, rather than a launch of a defined transaction, with no terms or size disclosed.

The company notes that any IPO would depend on market conditions and corporate approvals, signaling that execution risk is substantial and timing is open. Because no structure, valuation, or proceeds use is described, potential impacts on Cosan’s ownership, leverage, or strategy cannot be inferred from this disclosure alone.

The company commits to updating the market on future developments related to the Potential Offering. Investors will need subsequent communications to understand whether the IPO will proceed and on what terms, as this announcement mainly signals strategic optionality around the Compass asset.

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 February 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” or “Company”), in compliance with CVM Resolution No. 44/2021, informs its shareholders and the market in general that the Company is evaluating the possibility of carrying out an initial public offering of shares issued by Compass Gás e Energia S.A. (the “Potential Offering”)

The effective completion of the Potential Offering is subject, among other factors, to domestic and international market conditions and to the obtaining of the relevant corporate approvals, and, as of this date, there is no decision regarding the effective completion of the Potential Offering.

The Company will keep the market informed of any developments related to the Potential Offering.

São Paulo, February 23, 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:  February 23, 2026

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

FAQ

What did Cosan S.A. (CSAN) announce regarding Compass Gás e Energia?

Cosan S.A. announced it is evaluating a potential initial public offering of shares issued by its subsidiary Compass Gás e Energia S.A. This is an exploratory step only, with no final decision yet on whether an IPO will occur or on what terms.

Has Cosan S.A. decided to proceed with the Compass Gás e Energia IPO?

No, Cosan S.A. clearly states there is no decision yet regarding the effective completion of the potential Compass Gás e Energia offering. The company is only evaluating the possibility and will update the market if it decides to move forward.

What conditions could affect the potential Compass Gás e Energia IPO by Cosan?

Cosan indicates that any potential Compass Gás e Energia offering would depend on domestic and international market conditions and required corporate approvals. These conditions must be satisfied before an IPO could proceed, and the company highlights them as key uncertainties.

Will Cosan S.A. provide further updates on the Compass IPO evaluation?

Yes, Cosan states it will keep the market informed of any developments related to the potential Compass Gás e Energia offering. This means future disclosures would clarify whether the IPO will proceed, its structure, and other relevant terms once decided.

What type of filing did Cosan use to disclose the potential Compass IPO?

Cosan disclosed the evaluation of a potential Compass Gás e Energia IPO in a Form 6-K report as a foreign private issuer. The communication is also characterized as a material fact under Brazilian CVM Resolution No. 44/2021, aimed at informing shareholders and the market.