
By Brazil Stock Guide – Cosan S.A. (B3: CSAN3; NYSE: CSAN) enters the final stretch of 2025 with one overriding priority: securing a rapid, definitive solution for Raízen’s capital structure. CEO Marcelo Martins was explicit during the call: “Our sense of urgency with Raízen is much closer to six months than two years.” Discussions with Shell have accelerated, and while no final arrangement has been reached, Martins made clear that Cosan is willing to participate in a capital injection depending on the jointly agreed structure.
Portfolio Simplification Begins With Radar
With Raízen at the top of the agenda, Cosan is also activating its second strategic front: portfolio realignment. The first planned divestment involves Radar, the group’s agricultural land manager, positioned as the most logical and consensus starting point. Martins summed it up: “Radar is, consensually, the asset that makes the most sense to begin with at this moment.”
This comes on the heels of Cosan’s two equity offerings totaling R$10 billion, which brought BTG Pactual and Perfin into the controlling block alongside founder Rubens Ometto. Both rounds were heavily oversubscribed and prioritized long-term shareholders.
A Leaner Holding Company
In parallel, Cosan is executing a structural reduction of its holding company. Outgoing CFO and head of IR Rodrigo Araújo Alves emphasized that the firm is “working to bring the holding structure, over time, to what is strictly necessary.” Measures include headcount reduction, decentralization of corporate functions and a deep review of structural expenses. Initial annual savings of about R$30 million are expected in 2026, and the company is evaluating shutting down its ADR program due to its cost.
A leadership transition accompanies this overhaul: Rodrigo resigns as CFO, and Rafael Bergman, currently Raízen’s CFO and IR chief, will assume the role on December 5. Raízen, in turn, appointed veteran executive Lorival Luz as its new CFO and head of IR, effective December 1.
Equity Overhaul Ends a Two-Decade Leveraging Cycle
Martins described the R$10 billion capital raise as a turning point: “The market bet on the company’s future and on the most efficient solution for our capital structure.”
With BTG Pactual and Perfin joining the control block, Cosan ends a nearly twenty-year period in which the holding company served as the group’s main leverage engine. The new direction is unambiguous: reduce holding-level net debt to zero and rebuild capital foundations on a stable, long-term footing.
Governance and Executive Structure Realigned
The new shareholder composition triggered adjustments across Cosan’s governance and management layers. Martins publicly thanked Rodrigo for steering more than R$20 billion in capital-market transactions over the past year, including the Vale divestment and the two follow-on offerings: “Rodrigo’s contribution was exceptional and fundamental for where we are now.”
Cosan now seeks continuity and execution speed with Bergman at the holding and Lorival at Raízen.
Executives Highlight Operational Traction Across the Portfolio
According to executive commentary during the call, Cosan’s businesses delivered resilient, broad-based operational traction in the third quarter. Rumo increased transported volumes and posted a 4% EBITDA gain despite lower average tariffs. Compass saw higher distributed volumes and stronger residential participation. The free-gas market division expanded 6% year over year.
Moove showed a sharp recovery, with volumes up 13% versus the previous quarter and more than R$300 million in insurance proceeds received during the period — plus more than R$200 million in early Q4 — even as logistical inefficiencies remain during the transition to a new setup. Radar posted lower EBITDA due to fewer land sales. Raízen sustained strong fuel-distribution margins amid a more disciplined market but faced pressure in renewables due to lower sugar prices and lingering climate effects.
Debt Structure Stable as Company Targets Cost Reduction
Gross debt remained stable and net debt edged slightly higher, with interest coverage closing at 1x. Rodrigo noted that “the number reinforces the need for the transactions and the capital-structure revision executed this year.”
Cosan has no significant maturities until 2028, maintains a six-year average duration and carries an average cost of CDI + 0.9. The newly raised funds will be used predominantly to retire the highest-cost liabilities first.
Holding Will No Longer Be a Growth Vehicle
Cosan used the call to codify a structural shift: the holding company will no longer serve as a vehicle for debt-funded expansion. “Future investments will be made by the operating companies; Cosan should no longer be a leverage platform,” Martins said. The group will only resume expansion after completing deleveraging and portfolio reshaping.
2026 Marks the Full Turnaround
Martins closed the call on an optimistic, disciplined note: “The horizon has opened.” Cosan expects 2026 to be the year it finalizes the capital reset, stabilizes Raízen, simplifies the portfolio and restores investment capacity. Growth comes later. For now, the company’s energy is centered on executing the cleanup with precision.
