v3.25.1
SHARE-BASED PAYMENT
12 Months Ended
Dec. 31, 2024
SHARE-BASED PAYMENT  
SHARE-BASED PAYMENT

Accounting policy:

The fair value of share-based payment benefits at the grant date is recognized, as personnel expenses, with a corresponding increase in equity, for the period in which employees unconditionally acquire the right to the benefits and ratably over the vesting period.

The amount recognized as an expense is adjusted to reflect the number of shares for which there is an expectation that the service conditions and non-market acquisition conditions will be met, such that the amount ultimately recognized as an expense is based on the number of shares that actually meet the service conditions and non-market acquisition conditions on the date the payment rights are acquired (vesting date). For share-based payment benefits with a non-vesting condition, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no modification for differences between expected and actual benefits.

The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities during the period in which employees unconditionally acquire the right to payment. Liabilities are remeasured at each financial position date and settlement date, based on the fair value of share appreciation rights. Any changes in the fair value of the liability are recognized in profit or loss as personnel expenses.

The Company and its subsidiaries have Share-Based Compensation Plans that are payable in shares and cash. As of December 31, 2024, the Group has the following share-based payment arrangements:

Programs granted up to December 31, 2023 and still in force

Granting of shares (settled in shares), without lock-up, with delivery of shares at the end of the 5-year vesting period, subject only to maintenance of the employment relationship (service condition).
Granting of shares (settled in shares), without lock-up, with delivery of shares throughout or at the end of the 3- to 5-year vesting period, subject to:

I.

Part of the options being vested in part on maintenance of the employment relationship (service condition); and


II.

Part being vested in part on achievement of each of the metrics that make up the performance targets (performance conditions).

Share-based compensation plan (settled in cash) in which beneficiaries are assigned a certain number of units referenced to a theoretical share price calculated based on the Cosan Group's EBITDA for each year. The units will be paid in cash, upon compliance with the contractual conditions of a 3- to 5-year vesting period. Payments occur at the end of each cycle (3 to 5 years after the grant date), based on the converted reference value of the share at that time.

Grants made in 2024

In the year ended December 31, 2024, the following share-based payments Program was established:


Program

Conditions for vesting

Invest Partners

Grant January 30, 2024.

The incentive program is conditioned on service time (service condition) and performance goals (performance conditions). Of the total actions of the program, 60% are related to service time for the period of 5 years and the actions are granted annually. The rest, equivalent to 40% of the program, are related to performance goals being necessary to achieve specific metrics that can vary between 0% and 110% (to calculate the fair value was considered the achievement of 100%). Shares are locked up for one year. The 2024 grant refers only to the portion granted annually, which is linked to service conditions, (vesting period of 12 months).

Invest Cosan 2024

Grant: July 31, 2024,

The incentive program is conditioned to service conditions and performance conditions. Of the total actions of the program, 50% are related to length of service for a period of 3 years. The remainder, equivalent to 50% of the program, are related to performance goals, requiring the achievement of specific metrics that can vary from 0% to 150%.

Invest Program 2024 – Rumo

Grant: August 22, 2024.

Option programs, without lock-up, with delivery of the shares at the end of the three-year vesting period, subject to i) part of the options being conditional on maintaining the employment relationship (service condition) and ii) part on achieving each of the metrics that make up the performance targets (performance conditions), with the amount of performance options granted varying between 0% and 200% depending on performance.

Phantom shares – Compass

Grant: August 1, 2024.

Phantom share plan providing for the grant of stock appreciation rights (“SARs”). SARs offer the opportunity to receive a cash payment equal to the fair market value of Compass common stock.

SOP 2024 Moove Program

Granted on November 20, 2024.

The incentive program is conditional on length of service (service condition) and linked to the occurrence of a liquidity event defined in the program (performance conditions). The options granted to participants may only be exercised after they become vested options, and the maximum term for exercising the Options will be six (6) years from the date of grant.


Award Type / Award Date


Company


Life expectancy (months)


Grants under plans



Exercised / Canceled / Transferred



Available



Fair value as of grant date - R$


Share grant program















07/31/2019


Cosan S.A.


60


229,020



(229,020

)




13.44


07/31/2020


Cosan S.A.


60


68,972



(29,720

)


39,252



20.93


07/31/2021 - Invest I


Cosan S.A.


36


424,839



(424,839

)




24.38


09/10/2021 - Invest II


Cosan S.A.


48


5,283,275



(5,283,275

)




22.24


10/11/2021 - Invest III


Cosan S.A.


60


806,752



(552,900

)


253,852



23.20


07/31/2022 - Invest I


Cosan S.A.


36


846,506



(301,499

)


545,007



18.74


11/22/2022 - Invest Partners


Cosan S.A.


60


377,173



(20,936

)


356,237



17.14


01/30/2023 - Invest Partners


Cosan S.A.


36


12,472,325



(7,864,867

)


4,607,458



15.26


07/31/2023 - Invest Cosan I - Regular


Cosan S.A.


36


1,047,845



(409,020

)


638,825



17.53


12/01/2023 - Invest Cosan III - Associates


Cosan S.A.


60


546,734



(70,697

)


476,037



17.68


01/30/2024 - Invest Partners


Cosan S.A.


12


2,322,324



(2,322,324

)




18.18


07/31/2024 - Invest Cosan 2024


Cosan S.A.


36


1,428,479





1,428,479



13.54








25,854,244



(17,509,097

)


8,345,147





07/01/2023 - Program SOP A


Moove


72


699,276



(699,276

)




142.62


07/01/2023 - Program SOP B


Moove


72


279,710



(279,710

)




88.32


07/01/2023 - Program SOP C


Moove


72


223,768



(223,768

)




76.54


07/01/2023 - Program SOP D


Moove


72


139,855



(139,855

)




71.45


11/20/2024 - Program SOP 2024


Moove


72


610,940





610,940



50.05








1,953,549



(1,342,609

)


610,940





08/15/2019


Rumo S.A.


60


843,152



(843,152

)




22.17


11/11/2020


Rumo S.A.


60


776,142



(404,206

)


371,936



20.01


05/05/2021


Rumo S.A.


60


1,481,000



(1,377,718

)


103,282



20.84


09/15/2021


Rumo S.A.


36


1,560,393



(1,560,393

)




18.19


09/01/2022


Rumo S.A.


36


1,781,640



(290,869

)


1,490,771



20.36


09/06/2023


Rumo S.A.


36


1,724,867



(201,544

)


1,523,323



21.86


08/22/2024


Rumo S.A.


36


2,433,432



(61,015

)


2,372,417



23.37








10,600,626



(4,738,897

)


5,861,729





Share-based compensation plan (settled in cash)













07/31/2019 - Invest I


Moove


60


132,670



(132,670

)




50.79


07/31/2020 - Invest II


Moove


60


106,952



(18,341

)


88,611



61.89


07/31/2021 - Invest III


Moove


36


80,729



(80,729

)




102.73


07/31/2022 - Invest IV


Moove


36


77,967



(6,114

)


71,853



135.05


07/31/2023 - Invest V


Moove


36


82,204



(1,856

)


80,348



150.98


07/31/2024 - Invest VI


Moove


36


61,732





61,732



234.43


08/01/2022


Compass


36


950,994



(128,164

)


822,830



25.59


08/01/2022


Edge Comercialização


36


31,409



(25,531

)


5,878



25.59


08/01/2022


TRSP


36


35,604



(5,120

)


30,484



25.59


08/01/2023


Compass


36


275,746



(38,408

)


237,338



34.12


08/01/2023


Edge Comercialização


36


27,006



(16,740

)


10,266



34.12


08/01/2023


TRSP


36


26,246





26,246



34.12


08/01/2024


Compass


36


277,262





277,262



42.21


08/01/2024


Edge Comercialização


36


97,535



(18,906

)


78,629



42.21


08/01/2024


TRSP


36


2,867





2,867



42.21


11/01/2024


Compass


33


12,751





12,751



42.21








2,279,674



(472,579

)


1,807,095





Total






40,688,093



(24,063,182

)


16,624,911





a)Reconciliation of outstanding share options

The change in outstanding share options is as follows:




Consolidated


Balance as of January 1, 2023


17,876,508


Granted


16,868,466


Exercised/canceled/other


(3,187,476

)

Balance as of December 31, 2023


31,557,498


Granted


6,856,907


Addition of shares(i)


605,005


Exercised/canceled/other(ii)


(22,394,499

)

Balance as of December 31, 2024


16,624,911



(i) Total accrued shares correspond to the proportional number of dividends, interest on equity and reduction of equity eventually paid or credited by the Compass subsidiary to its shareholders between the date of the grant and the end of said vesting exercise.
(ii) In August 2024, 100% of the provision for the “01/30/2024 - Invest Partners” plan and the first tranche of the “10/11/2021 - Invest III” plan was brought forward. The plans were settled in September 2024 and the advance provision amounted to R$14,585 considering principal and charges.

b) Fair value measurement

The weighted average fair value of the programs granted during December 31, 2024 and 2023 and the main assumptions used in applying the Black-Scholes and Binominal model were as follows:

Average market price on the grant date Interest rate Volatility
Cosan S.A 12/31/2024
12/31/2023
13.54
16.82
N/A
N/A
N/A
N/A







Compass 12/31/2024
12/31/2023
45.29
42.21
N/A
N/A
N/A
N/A







Rumo (i) 12/31/2024
12/31/2023
23.37
21.87
10.41%
10.41%
25.84%
25.84%







Moove (ii) 12/31/2024
12/31/2023
66.97
105.98
4.05%
4.05%
42.85%
42.85%


(i) Volatility was determined based on the historical volatility of the share price in the last thirty days prior to the grant date.
(ii) Volatility was determined based on the historical volatility of the parent company's share price, since Moove is not yet publicly traded, taking as a measure the period proportional to the term of the plan.

c) Expenses recognized in profit or loss

Share-based compensation expenses included in the statement of profit or loss for the year ended December 31, 2024 were R$65,901 (R$207,713 as of December 31, 2023.)