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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:001-40155

COSAN S.A.

(Exact name of Registrant as specified in its charter)

COSAN INC.

(Translation of Registrant’s name into English)

Federal Republic of Brazil

(Jurisdiction of incorporation or organization)

Av. Brigadeiro Faria Lima,4,100 –16 th floor

São Paulo – SP,04538-132, Brazil

+55 11 3897-9797

(Address of principal executive offices)

Rafael Bergman

+55 11 3897-9797

ri@cosan.com

Av. Brigadeiro Faria Lima,4,100 –16 th floor

São Paulo – SP,04538-132, Brazil

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
American depositary shares, each representing four common shares, no par valueCSANNew York Stock Exchange
Common shares, no par value*New York Stock Exchange*
  • Not for trading purposes, but only in connection with the listing of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

The number of outstanding shares as of December 31, 2025 was:

Title of ClassNumber of Shares Outstanding
Common shares, no par value3,966,570,932

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes☐ No☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of“large accelerated filer,” “accelerated filer,” and“emerging growth company” in Rule 12 b-2 of the Exchange Act.

Large Accelerated Filer ☒ Accelerated Filer☐ Non-accelerated Filer☐ Emerging growth company☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐

† The term“new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10 D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐ U.S. GAAP

☒ International Financial Reporting Standards as issued by the International Accounting Standards Board

☐ Other

If“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12 b-2 of the Exchange Act).

Yes☐ No☒

Table of Content

Page
Presentation of Financial and Other Informationiv
Forward-Looking Statementsvii
PART I1
Item 1. Identity of Directors, Senior Management and Advisers1
Item 2. Offer Statistics and Expected Timetable1
Item 3. Key Information1
A. Selected Financial Data1
B. Capitalization and Indebtedness3
C. Reasons for the Offer and Use of Proceeds3
D. Risk Factors3
Item 4. Information on the Company46
A. History and Development of the Company46
B. Business Overview51
C. Organizational Structure76
D. Property, Plant and Equipment77
E. Supplemental Information About the Joint Venture80
Item 4A. Unresolved Staff Comments91
Item 5. Operating and Financial Review and Prospects92
A. Operating Results98
B. Liquidity and Capital Resources115
C. Research and Development, Patents, Licenses, etc.123
D. Trend Information123
E. Critical Accounting Estimates124
Item 6. Directors, Senior Management and Employees125
A. Directors and Senior Management125
B. Compensation132
C. Board Practices132
D. Employees134
E. Share Ownership135
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation137

i

Page
Item 7. Major Shareholders and Related Party Transactions138
A. Major Shareholders138
B. Related Party Transactions147
C. Interests of Experts and Counsel147
Item 8. Financial Information147
A. Consolidated Statements and Other Financial Information147
B. Significant Changes156
Item 9. The Offer and Listing156
A. Offer and Listing Details156
B. Plan of Distribution156
C. Markets156
D. Selling Shareholders159
E. Dilution159
F. Expenses of the Issue159
Item 10. Additional Information159
A. Share Capital159
B. Memorandum and Articles of Association159
C. Material Contracts169
D. Exchange Controls169
E. Taxation171
F. Dividends and Paying Agents180
G. Statement by Experts180
H. Documents on Display180
I. Subsidiary Information180
Item 11. Quantitative and Qualitative Disclosures About Market Risk181
Item 12. Description of Securities Other Than Equity Securities185
A. Debt Securities185
B. Warrants and Rights185
C. Other Securities185
D. American Depositary Shares186

ii

Page
PART II187
Item 13. Defaults, Dividend Arrearages and Delinquencies187
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds187
Item 15. Controls and Procedures187
Item 16. [Reserved]188
Item 16A. Audit Committee Financial Expert188
Item 16B. Code of Ethics189
Item 16C. Principal Accountant Fees and Services189
Item 16D. Exemptions from the Listing Standards for Audit Committees190
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers190
Item 16F. Change in Registrant’s Certifying Accountant191
Item 16G. Corporate Governance191
Item 16H. Mine Safety Disclosure191
Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections191
Item 16J. Insider Trading Policies191
Item 16K. Cybersecurity192
PART III194
Item 17. Financial Statements194
Item 18. Financial Statements194
Item 19. Exhibits194

iii

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.