Cosan Sells Nearly 5% of Rumo While Keeping Economic Exposure Intact

Brazilian holding monetizes railway shares to boost liquidity, using derivatives to preserve its full economic stake and control dynamics.

Dec 15, 2025 6:39 PM

By Brazil Stock Guide – Cosan S.A. (B3: CSAN3; NYSE: CSAN) sold approximately 4.98% of the total share capital of Rumo S.A. (B3: RAIL3) and simultaneously entered into total return swap (TRS) contracts that preserve the same economic exposure to the railway operator, the company said on December 15. The transaction is part of Cosan’s liquidity and cash management strategy and does not reduce its political or economic rights in Brazil’s largest private rail operator.

As of September 2025, Cosan held 30.26% of Rumo’s share capital. Although the company disposed of a portion of its shares in the market, the derivative structure ensures that Cosan’s economic participation in Rumo remains unchanged. In practice, the transaction changes the form of ownership, not its substance, allowing the group to raise cash without altering its exposure to Rumo’s results.

Liquidity without surrendering influence
The structure reflects a familiar approach among Brazilian conglomerates operating in a high-interest-rate environment. Cosan converts equity into liquidity while maintaining exposure to long-term cash flows through financial instruments. At the same time, the company said the transaction does not affect governance arrangements or control dynamics at Rumo.

The financial transaction is part of the company’s liquidity and cash management strategy and does not reduce Cosan’s political and economic rights in relation to Rumo, said Rafael Bergman, Cosan’s chief financial and investor relations officer.

Rumo remains a cornerstone asset in Cosan’s logistics platform. The railway operator controls 100% of the Paulista, North, South, West and Central rail networks, as well as 77.1% of Brado Logística, its intermodal container subsidiary. These assets underpin the transportation of grains, sugar and fuels across Brazil’s main export corridors, reinforcing Rumo’s strategic relevance within the group.

The transaction increases Rumo’s free float and supports trading liquidity in a stock already among Brazil’s most actively traded infrastructure names. For Cosan’s controlling bloc — Rubens Ometto, BTG Pactual, led by André Esteves, and Perfin — the deal highlights a broader strategy: strengthening the balance sheet while keeping core assets firmly within reach.