Cosan S.A. filed a Form 6-K on October 28, 2026, disclosing a formalized individual tax settlement with Brazilian federal authorities covering approximately R$3.2 billion in federal tax contingencies for which Cosan is economically responsible, arising from Raízen S.A.'s extrajudicial reorganization process.

Key Highlights

  • Total contingencies covered: Approximately R$3.2 billion in federal tax contingencies under Cosan's economic responsibility are addressed by the Settlement.
  • Discount applied: Approximately R$2.9 billion, net of judicial deposit balances, was eligible for a 63% discount, reducing that portion to approximately R$1.1 billion.
  • Tax loss credits used: Approximately R$870 million in tax loss carryforwards and negative tax base of Social Contribution on Net Income (CSLL) provided by Cosan to Raízen will be applied toward the balance.
  • Net cash disbursement: The remaining amount of approximately R$200 million is to be paid in cash.
  • Risk classification reduced: R$3.0 billion of the contingencies settled were classified as possible risk of loss, according to the filing.
  • Limited liability: Cosan participates as an intervening party and, according to the filing, does not assume obligations, guarantees, or liabilities toward Raízen or third parties, except for obligations related to the existence and validity of the tax losses made available.
  • Counterparties: The Settlement was formalized with Brazil's Attorney General's Office for the National Treasury (Procuradoria-Geral da Fazenda Nacional) and the Brazilian Federal Revenue Service (Receita Federal do Brasil).

Details of Cosan's Tax Settlement Linked to Raízen's Reorganization

According to the filing, the Settlement was formalized on October 28, 2026, in the context of the extrajudicial reorganization process of Raízen S.A. and pursuant to agreements in place since Raízen's formation. Cosan S.A. (B3: CSAN3; OTC Pink: CSANY) disclosed the development pursuant to Resolution No. 44 of the Brazilian Securities and Exchange Commission (CVM). The Settlement covers federal tax contingencies for which Cosan is economically responsible, including, among others, those associated with Raízen.

The filing describes the financial mechanics of the Settlement as follows: of the approximately R$3.2 billion in contingencies covered, approximately R$2.9 billion net of judicial deposit balances was eligible for a 63% discount, producing a balance of approximately R$1.1 billion after application of that discount. To address this remaining balance, Cosan will make available approximately R$870 million in tax loss carryforwards and negative CSLL tax base to Raízen under the Settlement, with approximately R$200 million to be settled in cash. Existing judicial deposit balances will also be converted into income under the Settlement.

The company clarified that its participation occurs as an intervening party and that the Settlement "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." The filing notes that the Settlement remains subject to approval procedures and other steps, including validation of the tax credits used. The company stated it will keep shareholders and the market informed of relevant developments.

What Was Disclosed

Cosan S.A. disclosed a tax settlement with Brazilian federal authorities covering approximately R$3.2 billion in federal tax contingencies under its economic responsibility, with a net cash outflow of approximately R$200 million after a 63% discount and application of approximately R$870 million in tax loss credits.