On Friday, August 14, 2026, Cosan (CSAN3) reported that its board of directors approved a corporate spin-off of Radar II Propriedades Agrícolas S.A., the voluntary delisting of its American Depositary Shares (ADSs) from the NYSE, and the start of guidance disclosure for interest coverage on debt service, which is expected to converge to a range of 0.8 to 1.2 times by the end of fiscal year 2026.
As part of the restructuring of the Radar Group, Radar II, currently controlled by Cosan and Mansilla Participações Ltda., will be fully spun off, with the transfer of all of its shareholders’ equity to Cosan and Mansilla in proportion to their respective ownership stakes, and the consequent extinction of Radar II. The spun-off assets were valued at R$ 2,574,927,512, of which R$ 1,287,463,772 will be incorporated by Cosan and R$ 1,287,463,740 will go to Mansilla’s share, with no capital increase, no issuance of new shares, and no dilution of Cosan’s shareholders.
The Radar II spin-off will not grant Cosan’s shareholders withdrawal rights and is not subject to approval by antitrust authorities or other regulatory agencies. The effectiveness of the transaction will depend on approval at shareholders’ meetings of Cosan and Radar II and at a partners’ meeting of Mansilla, and it is expected to take effect as of October 1, 2026. The companies estimate total costs of approximately R$ 500,000 to implement the spin-off, including publications, registrations, auditors, appraisers, and legal advisors.
Cosan also approved the voluntary delisting of its ADSs, represented by ADRs equivalent to 4 common shares each, from the NYSE, where they are traded under the ticker CSAN. After the delisting is completed, the company will request the deregistration with the SEC under the terms of the U.S. Securities Exchange Act of 1934. The company clarified that the delisting does not immediately affect its registration with the SEC and that it will disclose the timetable in due course, with information on the treatment of the program and the alternatives available to ADS holders.
In the same material fact, Cosan announced that it will begin to provide guidance for the interest coverage metric on its debt service, estimating convergence to the range of 0.8 to 1.2 times by the end of 2026, with assumptions detailed in the 2Q26 Earnings Release. The company indicated that it will update Item 3 of its Reference Form to include this guidance and stated that it will keep the market informed of any changes, stressing that these are hypothetical estimates subject to macroeconomic and market conditions.
The board of directors also approved changes to the executive board: the current chief financial and investor relations officer, Rafael Bergman, and the legal vice president, Maria Rita de Carvalho Drummond, resigned from their positions. The role of chief financial and investor relations officer will be taken over by José Cezário Menezes de Barros Sobrinho, an executive who has previously held the same role at Rumo S.A., a Cosan investee. The legal department will begin reporting to the new chief financial officer, and the changes will take effect on September 1, 2026.
