Martins Marcelo Eduardo 4

4 · Cosan S.A. · Filed May 21, 2026

AI-generated summary of this filing

Updated May 22, 2026

Cosan CEO Martins Marcelo Buys Stock; Some Shares Withheld

What Happened

Martins Marcelo Eduardo, CEO of Cosan S.A. (CSAN3), made open-market purchases and simultaneous "other" dispositions related to long‑term incentive plan shares. He purchased 1,599,086 shares on 2026-04-10 at BRL 7.05 (BRL 11,270,678) and 2,441,528 shares on 2026-05-19 at BRL 5.14 (BRL 12,549,454), totaling 4,040,614 shares bought for BRL 23,820,132. On the same dates he had dispositions of 1,552,511 shares (BRL 10,942,408) and 2,441,528 shares (BRL 12,549,454), respectively, totaling 3,994,039 shares disposed for BRL 23,491,862. Net over the reported transactions: +46,575 shares (net cash outflow ~BRL 328,270).
The purchases are straightforward open-market buys (code P). The near-equal disposals (code J) appear to be related to the company’s long‑term incentive program (see footnote) — commonly shares are withheld to cover taxes when awards vest, which is routine and not necessarily a market-sentiment sell.

Key Details

Transaction dates & prices:
- 2026-04-10: Bought 1,599,086 @ BRL 7.05 (BRL 11,270,678); Disposed 1,552,511 @ BRL 7.05 (BRL 10,942,408).
- 2026-05-19: Bought 2,441,528 @ BRL 5.14 (BRL 12,549,454); Disposed 2,441,528 @ BRL 5.14 (BRL 12,549,454).
Totals: Purchases = 4,040,614 shares (BRL 23,820,132); Disposals = 3,994,039 shares (BRL 23,491,862); Net = +46,575 shares.
Shares owned after the transactions: Not specified in the provided filing excerpt.
Footnotes of note:
- F2: Dispositions are tied to Long‑Term Incentive Program awards (shares granted subject to vesting and performance; withheld amounts can change at delivery).
- F1: Amounts reported in Brazilian reais (BRL).
- F3: The filing notes each American Depositary Share (ADS) represents four common shares — check filing detail if you need ADS vs. common‑share counts.
Filing timeliness: Form filed 2026-05-21 for transactions on 2026-04-10 and 2026-05-19; this filing date appears later than the usual two-business-day Form 4 reporting window.

Context

The combination of open‑market purchases and near-equal disposals tied to LTIP vesting is common: insiders often buy or receive shares while also having shares withheld to cover taxes. Purchases are typically viewed as a more informative (bullish) signal than routine withholdings, but the disposals here appear to be administrative (tax-related) rather than discretionary sales.
No 10b5‑1 plan, exercise, or gift was reported in the provided details.

Form 4

Period: 2026-04-10

DirectorChief Executive Officer

Transactions

Purchase
COMMON STOCK (BVMF: CSAN3)
[F1]
2026-04-10$7.05/sh+1,599,086$11,270,678→ 3,120,178 total
Purchase
COMMON STOCK (BVMF: CSAN3)
[F1]
2026-05-19$5.14/sh+2,441,528$12,549,454→ 4,890,286 total
Other
LONG TERM INCENTIVE (BVMF: CSAN3)
[F2][F1]
2026-04-10$7.05/sh−1,552,511$10,942,408→ 4,794,842 total
Other
LONG TERM INCENTIVE (BVMF: CSAN3)
[F2][F1]
2026-05-19$5.14/sh−2,441,528$12,549,454→ 2,353,314 total

Holdings

Footnotes (3)

[F1]Brazilian reais.
[F2]Right to receive shares resulting from Long-Term Incentive Programs - The Program designates eligible individuals of the Cosan Group who are granted shares, subject to continued service with the Group for a specified period (vesting), and which may also be linked to the achievement of certain performance targets. As of this date, the amount reported represents the number of shares granted to the reporting person. Such amount may increase or decrease as of the actual delivery date, depending on the level of achievement of the applicable targets and the applicable tax effects. All amounts are shown in gross terms.
[F3]Each American Depositary Shares represents four shares of Common Stock.

Signature

/s/ Marcelo Eduardo Martins|2026-05-21

1 file