Cosan S A SEC Filings

Cosan S.A. Chief Executive Officer Marcelo Eduardo Martins reported substantial open-market share purchases alongside adjustments to his long-term incentive holdings. On April 10, he bought 1,599,086 shares of common stock (BVMF: CSAN3) at 7.0482 per share, lifting his direct common stock position to 3,120,178 shares. On May 19, he purchased another 2,441,528 common shares at 5.14 per share, increasing his direct common stock holdings to 4,890,286 shares.

On the same dates, Form 4 records J-code “other” transactions in Long Term Incentive entries linked to Cosan’s Long-Term Incentive Programs, covering 1,552,511 shares on April 10 and 2,441,528 shares on May 19. A separate line shows direct holdings of 1,613,666 Cosan ADSs as of April 10, with each ADS representing four common shares.

Cosan S.A. Chief Legal Officer Maria Rita de Carvalho Drummond reported multiple share movements in Cosan stock and incentive awards. On April 15–17, 2026, she completed three open-market sales totaling 109,400 shares of common stock (BVMF: CSAN3) at prices around R$5.48–R$5.57 per share.

On May 19, 2026, she recorded an “other” transaction involving 280,954 long-term incentive shares and a related 280,954 common stock entry, tied to Cosan’s long-term incentive programs. After these actions, she directly holds 2,332,228 common shares, 409,122 long-term incentive shares, and 672,888 American Depositary Shares, with each ADS representing four common shares.

Cosan S.A. reports Q1 2026 consolidated net sales of R$9,028,800 thousand, slightly below R$9,662,601 thousand a year earlier, but EBITDA rose to R$3,167,110 thousand from R$1,982,026 thousand, driven by Compass, Moove and Rumo. The group still posted a consolidated net loss of R$1,344,979 thousand, though this narrowed from R$1,935,398 thousand, with basic earnings per share at R$(0.40). Cosan used strong cash flow to reduce leverage, redeeming debentures and offshore bonds and paying about R$6.2 billion of debt while raising new long‑term funding mainly at Compass. It settled a total return swap and bought back 52,611,312 of its own shares for R$270,533 thousand, and received insurance proceeds of R$433,683 thousand for the Moove plant fire plus R$319,723 thousand from selling its remaining Vale stake. A key risk is joint venture Raízen S.A., which disclosed going‑concern uncertainty and entered Extrajudicial Reorganization; Cosan’s investment has been written down to zero, and management states it has no obligation to provide financial support and maintains adequate liquidity.

Cosan S.A. priced and sold 76,785,715 common shares of its subsidiary Compass Gás e Energia in a secondary public offering at BRL 28.00 per share, raising BRL 2,150,000,020.00 for Cosan. The overall offering, including other selling shareholders, totaled 100,892,857 shares for BRL 2,824,999,996.00.

Cosan also granted the stabilizing agent an over-allotment option of up to 13,392,857 additional Compass shares at the same price. If fully exercised, total offering proceeds may reach BRL 3,199,999,992.00, with Cosan receiving BRL 2,525,000,016.00. Cosan’s ownership in Compass will fall from 88% to 77.25%, and potentially to 75.37%, while it remains the controlling shareholder together with Cosan Dez Participações S.A.

Cosan S.A. reports that documentation for a secondary public offering of common shares of Compass Gás e Energia S.A., held by Cosan and other shareholders, has been disclosed in Brazil’s unorganized over-the-counter market. Within this offering, Cosan may sell Shares representing approximately 15% of Compass’s share capital, with the final amount and price per Share to be set through a bookbuilding procedure.

To enable Cosan’s participation as a selling shareholder, a partial and disproportionate spin-off of Cosan Dez Participações S.A. was completed, transferring spun-off net equity to Compass. As a result, Compass issued 142,838,019 new common shares to Cosan, corresponding to about 20% of Compass’s share capital, now held directly by Cosan with no change to Cosan’s own share capital or shareholders’ equity.

Cosan S.A. director Esteves Andre Santos filed an initial ownership report on Form 3. This filing identifies him as a director of Cosan S.A. and establishes his status as a reporting person for future insider ownership and transaction disclosures.

Cosan S.A. reports that it has filed its annual report on Form 20-F for the fiscal year ended December 31, 2025 with the U.S. Securities and Exchange Commission. The Form 20-F is available on both the SEC’s website and Cosan’s website, and shareholders can request a free hard copy containing the complete audited financial statements from the Company’s Investor Relations department in São Paulo.

Cosan S.A. reports 2025 net sales of R$40,418.6 million but a net loss of R$10,194.4 million, driven by heavy equity losses in investees and net finance expenses of R$7,791.4 million. EBITDA fell sharply to R$3,691.0 million, from R$7,647.1 million in 2024.

Net Debt was R$34,126.4 million at year-end, against cash and cash equivalents of R$27,243.7 million and total assets of R$135,117.5 million. Cosan fully exited its large Vale stake after receiving R$8,892.8 million in January 2025 and later selling the remaining shares. Its Raízen joint venture posted negative equity of R$1,132.5 million, was written down to zero on Cosan’s balance sheet, and entered an out-of-court reorganization in early 2026, though Cosan states it has no legal or constructive obligation to support Raízen. Despite the losses, Cosan declared dividends of R$2,831.7 million for 2025, with 3,966,570,932 shares outstanding as of December 31, 2025.