Cosan S A SEC Filings

Cosan S.A. reported 2025 consolidated net sales of R$40.4 billion, down 8% from 2024, and a consolidated net loss of R$10.2 billion. Loss attributable to Cosan’s shareholders was R$9.7 billion, similar to 2024, mainly reflecting a R$10.9 billion equity-method loss on joint venture Raízen and other investee impacts, partially offset by higher other operating income.

Raízen recorded high indebtedness, significant losses and negative equity of R$1.13 billion, leading its own management to disclose significant uncertainty about its ability to continue as a going concern. Cosan reduced the Raízen investment to zero and, after legal review, did not record further obligations.

Cosan executed a major recapitalization, raising R$10.27 billion in two primary share offerings at R$5.00 per share, strengthening capital and liquidity. It also reported early redemptions and tender offers on bonds and debentures, with total debt prepayments of about R$6.2 billion, alongside new long-term debenture and bank funding across Cosan Corporate, Compass, Rumo and Moove.

Moove’s Rio de Janeiro lubricants complex suffered a fire affecting about 10% of the site, driving asset and inventory write-offs, but insurance recoveries of R$933.7 million fully covered recognized operational losses. Agricultural investment properties reached a fair value of R$18.22 billion, generating a R$1.44 billion fair value gain. Auditor PwC issued an unmodified opinion on the 2025 parent and consolidated IFRS financial statements and highlighted Raízen obligations, Compass gas concession assets, and investment property fair value as key audit matters.

Cosan S.A. plans a secondary public offering of common shares in its controlled company Compass Gás e Energia S.A. in Brazil, with placement efforts also targeting investors abroad. The deal is a resale of existing Compass shares, not a new share issuance.

On the same date, Compass requested migration of its listing on B3 to the Novo Mercado segment, which emphasizes stronger corporate governance. The offering depends on registration by the Brazilian securities regulator, approval of the migration by B3, necessary corporate approvals, and prevailing market conditions. The shares will only be registered in Brazil and are not registered under U.S. securities laws.

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.

Cosan S.A. reports that its wholly owned subsidiary, Cosan Luxembourg S.A., is fully redeeming its senior notes due June 2030 and January 2031. The principal amount of the 2030 bond is US$269,334,000.00, and the 2031 bond totals US$300,000,000.00.

This step is part of a liability management process stemming from public offerings carried out in 2025, aimed at reducing indebtedness and financial costs and improving the capital structure. With this redemption, Cosan states it has repaid approximately R$6.2 billion of debt to date.

Cosan S.A. reports an internal reorganization of a key shareholder group’s holdings. Vertiz Holding S.A. reduced its stake in Cosan from 1,450,000,000 common shares, or 36.56% of total capital, to 959,661,363 common shares, or 24.19% of total capital. Fundo de Investimento em Participações BPAC3 – Multiestratégia Responsabilidade Limitada now directly holds approximately 331,513,280 common shares, equivalent to about 8.36% of Cosan’s total share capital. The shareholder block states that its combined direct and indirect stake in Cosan is unchanged and that bound and unbound shares will continue to vote in the same manner.

Cosan S.A. is undertaking a series of debt liability management actions. The company will carry out the optional full early redemption of its 1st series of the 4th debenture issuance and its 6th debenture issuance on February 2, 2026, paying the nominal value (or outstanding balance) plus accrued remuneration and a premium of 0.35% per year, calculated on a business day basis until the original maturity dates.

In addition, wholly owned subsidiary Cosan Luxembourg S.A. will exercise the early call option on bonds maturing in 2029, redeeming the full principal amount of US$ 504,228,000.00 on February 17, 2026. The company states that these steps are part of a broader liability management process aimed at reducing indebtedness, improving its capital structure, and restoring financial flexibility.

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.

Cosan S.A. reports that on December 22, 2025 it sold common shares of its subsidiary Rumo S.A. equivalent to approximately 4.96% of Rumo’s total share capital and, at the same time, entered into total return swap derivative instruments that provide the same economic exposure to those shares. This structure is described as part of Cosan’s strategy focused on liquidity and cash management.

Cosan states that the move does not reduce its political and economic rights in Rumo. After the transaction, Cosan’s overall participation in Rumo’s total share capital remains unchanged, with a 20.33% direct stake and a further 9.94% held via derivative instruments.

Cosan S.A. reported that on December 15 it sold common shares of its subsidiary Rumo S.A. equal to approximately 4.98% of Rumo’s total share capital. At the same time, Cosan entered into total return swap derivative instruments that provide the same economic exposure as the shares sold.

The company explains that this financial transaction is part of its strategy focused on liquidity and cash management and states that it does not reduce Cosan’s political and economic rights in Rumo. Cosan also sent a communication to Rumo in line with Article 12 of CVM Resolution No. 44.