Cosan CEO restructures equity and ADS holdings

Rhea-AI Filing Summary

Cosan S.A. Chief Executive Officer Marcelo Eduardo Martins reported a restructuring of his equity holdings in the company on August 10, 2026. He recorded an acquisition of 276,475 shares of common stock (BVMF: CSAN3) at 3.99 Brazilian reais per share, bringing his directly held common shares to 5,090,732. A corresponding entry shows an adjustment to his Long-Term Incentive position tied to CSAN3, now reflecting 2,074,530 units subject to vesting and performance conditions. He also reported direct ownership of 1,613,666 ADSs, with each American Depositary Share representing four shares of common stock.

Insider Trade Summary

Other: 552,950 shares

Other 3 txns

Insider Martins Marcelo Eduardo

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	COMMON STOCK (BVMF: CSAN3) F1	276,475	$3.99	$1.10M
Other	LONG TERM INCENTIVE (BVMF: CSAN3) F2, F1	276,475	$3.99	$1.10M
holding	ADS CSAN F3	--	--	--

Holdings After Transaction: COMMON STOCK (BVMF: CSAN3) — 5,090,732 shares (Direct); LONG TERM INCENTIVE (BVMF: CSAN3) — 2,074,530 shares (Direct); ADS CSAN — 1,613,666 shares (Direct)

Footnotes (3)

1. F1. Brazilian reais.
2. F2. Right to receive shares resulting from Long-Term Incentive Programs - The Program designates eligible individuals of the Cosan Group who are granted shares, subject to continued service with the Group for a specified period (vesting), and which may also be linked to the achievement of certain performance targets. As of this date, the amount reported represents the number of shares granted to the reporting person. Such amount may increase or decrease as of the actual delivery date, depending on the level of achievement of the applicable targets and the applicable tax effects. All amounts are shown in gross terms.
3. F3. Each American Depositary Shares represents four shares of Common Stock.

Key Figures

Common shares acquired: 276,475 shares Price per share: 3.99 Brazilian reais per share Common shares after transaction: 5,090,732 shares +4 more

7 metrics

Common shares acquired 276,475 shares COMMON STOCK (BVMF: CSAN3) acquired on August 10, 2026 under code J

Price per share 3.99 Brazilian reais per share Price applied to the 276,475 CSAN3 shares; currency clarified as Brazilian reais

Common shares after transaction 5,090,732 shares Total directly held Cosan S.A. common stock following the August 10, 2026 acquisition

Long-Term Incentive units after adjustment 2,074,530 units Right to receive shares under Long-Term Incentive Programs after the restructuring

ADS holdings 1,613,666 ADSs Directly held ADS CSAN position reported as of the same date

ADS-to-share ratio 4 shares per ADS Each American Depositary Share represents four shares of common stock

Restructured share amount 552,950 shares Total shares involved in restructuring transactions coded J (acquire and dispose)

Key Terms

Long-Term Incentive Programs, vesting, performance targets, American Depositary Shares, +1 more

5 terms

Long-Term Incentive Programs financial

"Right to receive shares resulting from Long-Term Incentive Programs - The Program designates"

vesting financial

"granted shares, subject to continued service with the Group for a specified period (vesting)"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

performance targets financial

"which may also be linked to the achievement of certain performance targets"

American Depositary Shares financial

"Each American Depositary Shares represents four shares of Common Stock."

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.

restructuring financial

"transactionSummary shows restructuringCount and restructuringShares for entity restructuring"

Restructuring is a deliberate rearrangement of a company’s operations, finances, or ownership—like reorganizing a cluttered house to run more efficiently—often involving cost cuts, asset sales, debt changes, or staff moves. Investors pay attention because restructuring can improve profitability and free up cash, but it can also signal distress, incur one-time costs, or dilute shareholder value; its success affects future earnings and stock performance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transactions did Cosan (CSAN) CEO Marcelo Eduardo Martins report?

On August 10, 2026, the CEO reported a restructuring of his holdings, including acquiring 276,475 common shares of Cosan S.A. and adjusting his Long-Term Incentive position by the same share amount.

How many Cosan (CSAN) common shares does the CEO hold after this Form 4?

After the reported transactions, Marcelo Eduardo Martins directly holds 5,090,732 shares of common stock (BVMF: CSAN3). This figure reflects his updated direct common share ownership reported on August 10, 2026.

What change occurred in the CEO’s Long-Term Incentive position at Cosan (CSAN)?

The Long-Term Incentive tied to CSAN3 now reflects 2,074,530 units. The program grants shares subject to vesting and performance targets, and the reported amount may change at actual delivery depending on target achievement and tax effects.

What American Depositary Share (ADS) holdings in Cosan (CSAN) does the CEO report?

Marcelo Eduardo Martins reports direct ownership of 1,613,666 ADSs labeled ADS CSAN. According to the disclosure, each American Depositary Share represents four shares of common stock of Cosan S.A.

At what price were Cosan (CSAN) shares involved in the CEO’s August 10, 2026 transaction?

The reported price for the August 10, 2026 transactions is 3.99 Brazilian reais per share. A footnote clarifies that this amount is denominated in Brazilian reais and the figures are shown on a gross basis.

Does the Cosan (CSAN) Long-Term Incentive Program guarantee the reported shares to the CEO?

No. The Long-Term Incentive Program grants a right to receive shares subject to continued service, vesting, and performance targets. The 2,074,530 units reported may increase or decrease at delivery due to performance and tax effects.

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

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Accepted by SEC EDGAR 08/12/2026 - 04:47 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Martins Marcelo Eduardo

(Last) (First) (Middle)

AV. BRIGADEIRO FARIA LIMA

4,100 16TH FLOOR

(Street)

SAO PAULO 04538- 132

(City) (State) (Zip)

BRAZIL

(Country)

2. Issuer Name and Ticker or Trading Symbol
Cosan S.A. [ CSAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol
[CSAN3]

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK (BVMF: CSAN3)	08/10/2026		J		276,475	A	$3.99(1)	5,090,732	D
LONG TERM INCENTIVE (BVMF: CSAN3)(2)	08/10/2026		J		276,475	D	$3.99(1)	2,074,530	D
ADS CSAN(3)								1,613,666	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Brazilian reais.

2. Right to receive shares resulting from Long-Term Incentive Programs - The Program designates eligible individuals of the Cosan Group who are granted shares, subject to continued service with the Group for a specified period (vesting), and which may also be linked to the achievement of certain performance targets. As of this date, the amount reported represents the number of shares granted to the reporting person. Such amount may increase or decrease as of the actual delivery date, depending on the level of achievement of the applicable targets and the applicable tax effects. All amounts are shown in gross terms.

3. Each American Depositary Shares represents four shares of Common Stock.

	/s/ Marcelo Eduardo Martins	08/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)