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.)
|