Cosan S.A.
For the period ended Oct 28, 2026. Filed Oct 29, 2026.
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Oct 28, 2026 · Filed Oct 29, 2026
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Contents
MATERIAL FACT
COSAN S.A. (B3: CSAN3; OTC Pink: CSANY) (“Cosan” or the “Company”), pursuant to Resolution No. 44 of the Brazilian Securities and Exchange Commission (“CVM”), hereby informs its shareholders and the market in general that, in the context of the extrajudicial reorganization process of Raízen S.A. (“Raízen”) and pursuant to the agreements in place since its formation, an individual tax settlement was formalized on this date with the Brazilian Attorney General’s Office for the National Treasury (Procuradoria-Geral da Fazenda Nacional) and the Brazilian Federal Revenue Service (Receita Federal do Brasil) (the “Settlement”), covering, among others, Raízen’s federal tax contingencies for which Cosan is economically responsible.
The Settlement, with respect to Cosan’s economic responsibility, covers approximately R$3.2 billion in federal tax contingencies, of which approximately R$2.9 billion, net of judicial deposit balances, were eligible for a 63% discount, resulting in a balance of approximately R$1.1 billion after the discount. To settle this balance, approximately R$870 million in credits arising from tax loss carryforwards and negative tax base of the Social Contribution on Net Income (Contribuição Social sobre o Lucro Líquido) (“Tax Losses”) made available by Cosan to Raízen in the context of the Settlement will be used, with the remaining amount of approximately R$200 million to be paid in cash. The existing judicial deposit balances will also be converted into income under the Settlement.
Accordingly, the Settlement will allow Cosan to reduce approximately R$3.2 billion in federal tax contingencies under its economic responsibility, of which R$3.0 billion were contingencies classified as possible risk of loss, with a net cash disbursement of approximately R$200 million.
Cosan’s participation in the Settlement occurs as an intervening party and does not imply the assumption by the Company of any obligations, guarantees or liabilities toward Raízen or third parties covered by the Settlement, except for the obligations related to the existence and validity of the Tax Losses made available by the Company.
Cosan further clarifies that the Settlement will follow the approval procedures and other steps provided for in the executed instruments, including the validation of the tax credits used, as applicable.
The Company will keep its shareholders and the market in general informed of any relevant developments related to the Settlement.
São Paulo, October 28, 2026.
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