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6-K

Afya Ltd (AFYA)

6-K 2026-03-12 For: 2025-12-31
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Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2026

CommissionFile Number: 001-38992

Afya Limited

(Exact name of registrant as specifiedin its charter)

Rua Paraíba, No. 330,17º Andar, CEP 30130-917

Bairro Funcionários, Belo Horizonte, Minas Gerais

Brazil

+55 (31) 3515 7550

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes No X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes No X

TABLE OF CONTENTS

EXHIBIT
99.1 Afya Limited Announces Fourth Quarter and Twelve Months 2025 Financial Results

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Afya Limited
By: /s/ Virgilio Deloy Capobianco Gibbon
Name: Virgilio Deloy Capobianco Gibbon
Title: Chief Executive Officer

Date: March 12, 2026


Afya Limited Announces Fourth Quarter and Twelve Months2025 Financial Results

Another Year of Strong Performance

Guidance Achievement



Belo Horizonte, Brazil, March 12, 2026 – Afya Limited (Nasdaq:AFYA; B3: A2FY34) (“Afya” or the “Company”), the leading medical education group and medical practice solutions provider in Brazil, reported today its financial and operating results for the fourth quarter and full-year period ended December 31, 2025. Financial results are expressed in Brazilian Reais and are presented in accordance with International Financial Reporting Standards (IFRS).


Fourth Quarter 2025Highlights

§ 4Q25 Revenue increased 7.5% YoY to R$913.0 million.<br>Revenue excluding acquisitions increased 7.3%, reaching R$910.8 million.
§ 4Q25 Adjusted EBITDA increased 6.1% YoY, reaching<br>R$388.5 million, with an Adjusted EBITDA Margin of 42.6%. Adjusted EBITDA Margin decreased 50 bps YoY. Adjusted EBITDA excluding acquisitions<br>grew 6.0%, reaching R$388.0 million, with an Adjusted EBITDA Margin of 42.6%.
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§ 4Q25 Net Income increased 13.7% YoY, reaching R$175.4<br>million, and Adjusted Net Income increased 6.3% YoY, reaching R$205.7 million. Basic EPS growth was 14.9% in the same period.
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Full Year 2025 Highlights

§ FY25 Revenue increased 11.9% YoY to R$3,697.3 million.<br>Revenue excluding acquisitions grew 9.2%, reaching R$3,607.5 million.
§ FY25 Adjusted EBITDA increased 15.4% YoY reaching<br>R$1,680.3 million, with an Adjusted EBITDA Margin of 45.4%. Adjusted EBITDA Margin increased 130 bps YoY. Adjusted EBITDA excluding acquisitions<br>grew 11.8%, reaching R$1,628.0 million, with an Adjusted EBITDA Margin of 45.1%.
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§ FY25 Net Income increased 18.4% YoY, reaching R$768.4<br>million, and Adjusted Net Income increased 9.9 % YoY, reaching R$901.7 million. Basic EPS growth was 18.7% in the same period.
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§ Operating Cash Conversion ratio of 93.7% and a Free Cash Flow record of R$1,056 million,<br> with a solid cash position of R$ 1,125.4 million.
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§ ~301 thousand users in Afya’s ecosystem.
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Table 1: Financial Highlights
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For the three months period ended December 31, For the twelve months period ended December 31,
(in thousand of R$) 2025³ 2025³ Ex Acquisitions* 2024 % Chg % Chg Ex Acquisitions 2025³ 2025³ Ex Acquisitions* 2024 % Chg % Chg Ex Acquisitions
(a) Revenue 912,990 910,828 849,015 7.5% 7.3% 3,697,255 3,607,549 3,304,329 11.9% 9.2%
(b) Adjusted EBITDA ^2^ 388,519 388,049 366,014 6.1% 6.0% 1,680,251 1,627,957 1,455,642 15.4% 11.8%
(c) = (b)/(a) Adjusted EBITDA Margin 42.6% 42.6% 43.1% -50 bps -50 bps 45.4% 45.1% 44.1% 130 bps 100 bps
Net income 175,444 - 154,279 13.7% - 768,443 - 648,920 18.4% -
Adjusted Net income 205,738 - 193,607 6.3% - 901,740 - 820,290 9.9% -
*For the three months period ended December 31, 2025, "2025 Ex Acquisitions" excludes: FUNIC (October to December, 2025; Closing of FUNIC was in May 2025).
*For the twelve months period ended December 31, 2025, "2025 Ex Acquisitions" excludes: UNIDOM (January to June, 2025; Closing of UNIDOM was in July 2024), and FUNIC (May to December, 2025; Closing of FUNIC was in May 2025).
(2) See more information on "Non-GAAP Financial Measures" (Item 08).
(3) Financial information for 2025 is unaudited.

Message from Management

We are pleased topresent another year of strong operational and financial performance. In 2025, we once again met our revenue and Adjusted EBITDAguidance, achieving our seventh consecutive year of meeting or exceeding guidance since 2H19. This track record reinforces thestrength of our business model, the quality of our execution, and the commitment of our teams. In addition, we delivered oursecond-highest Adjusted EBITDA margin, reaching 45.4% and an EPS growth of 18.7% in the same period, further supporting our abilityto invest in growth and create long-term value for our shareholders.

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This consistent performancegives us a solid foundation as we move into the next phase of our journey and look ahead to our 2026 guidance. We remain focused on combiningsustainable growth with financial discipline while staying close to the needs of physicians and the Brazilian healthcare ecosystem.

In our Undergraduatesegment, 2025 was marked by strong and sustainable revenue growth across Medical Schools, and other health related programs. This resultreflects the maturity of our medical seats and the strength of Afya’s academic offering and brand. As we enter 2026, we start theyear with 3,705 operating medical school seats, including 100 additional seats authorized at Afya Bragança. Our unified intakeprocess across all medical schools is a key enabler, helping us attract and retain top candidates nationwide. This integrated approachbrings consistency to admissions, reinforces Afya’s position as a leading medical education group, and supports greater operationalefficiency across our campuses.

In Continuing Educationand Medical Practice Solutions, 2025 was a year of higher efficiency and stronger synergies between the segments, which boosted grossmargin expansion. We increased the total number of Continuing Education students by 8.9%, and for Medical Practice Solutions, we highlightthe 9.4% growth in B2P revenue, demonstrating the value of our solutions and the segment's scalability.

Looking ahead to 2026,we are entering a new phase for Afya. Our ambition is to be recognized as the go-to brand for every physician in Brazil, in every stageof their medical career. In this new investment cycle, we will focus on expanding our audience and strengthening our digital products.Our goal is to increase adoption, deepen engagement, and continue growing our physician base. By making our ecosystem stronger and moreintegrated, we are able to sustain a structurally low customer acquisition cost for Undergraduate students, maintaining our competitiveadvantage and preserving efficient growth even in a more challenging environment. In this way, we are consolidating Afya as the long-termpartner that supports physicians throughout their careers and building a solid platform for future B2B revenue opportunities.

On the solid basisof our guidance achievement for 2025, we are now presenting our guidance for 2026. We expect Revenue to range between R$3,950 millionand R$ 4,100 million, and Adjusted EBITDA to be between R$1,700 million and R$1,800 million, excluding any acquisition that may be concludedafter the issuance of this guidance.

From a capital allocationperspective, our strong cash generation and solid balance sheet allow us to support our organic and inorganic growth strategy while alsoreturning value to shareholders. In 2025, our Board of Directors approved a new share repurchase program authorizing the buyback of upto 4,000,000 Class A common shares through December 31, 2026. On March 12, 2026, our Board of Directors declared a cash dividend of R$307.4million, corresponding to 40% of Afya’s 2025 consolidated net income, supported by our 2025 Free Cash Flow of R$1,056 million reinforcingour commitment to shareholder remuneration, the strength of our financial position and our disciplined capital allocation strategy.

Looking ahead, we will keep strengthening our ecosystem,supporting physicians at every stage of their careers and pursuing sustainable growth in the years to come. We are proud of how far wehave come and excited about the opportunities ahead as we continue to shape the future of the medical journey in Brazil.

1. Key Events in the Quarter
§ On October 15, 2025, Afya Brazil issued commercial<br>notes for private placement ("Commercial Notes”), sold to Opea Securitizadora S.A. ("Opea”), a Brazilian securitization<br>corporation pursuant to Section 45 of Brazilian Law No. 14,195/2021, as amended. Opea issued a debenture backed by the Commercial Notes<br>on the same terms and conditions.
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The aggregate principal amount of the Commercial Notes is R$1,500,000, divided into two series, the first in the aggregate amount of R$500,000 ("First Series”) and the second in the aggregate amount of R$1,000,000 ("Second Series”). The First Series will mature on October 15, 2028 and the Second Series will mature on October 15, 2030. The interest rate applicable to the First Series and Second Series will be equal to the CDI rate plus a spread of 0.70% and 0.85% per year, respectively, based on 252 business days.

Afya Brazil is subject to certain obligations including financial covenants, and the Company shall maintain Net Debt (excluding lease liabilities) to adjusted EBITDA ratio below or equal to 3.0x, at the end of each fiscal year, until the maturity date, applicable from December 31, 2025 and thereafter. Adjusted EBITDA for covenant purposes considers net income plus (i) income taxes expenses, (ii) net financial result (excluding interest expenses on lease liabilities), (iii) depreciation and amortization expenses (excluding right-of-use assets depreciation expenses), (iv) share-based compensation expenses, (v) share of income of associate, (vi) interest received and (vii) non-recurring expenses. As of December 31, 2025, the Company is compliant with all obligations set forth in this Commercial Notes.

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The Commercial Notes have sureties provided by the following subsidiaries of the Company: Unigranrio, IESP and DelRey.

§ On October 22, 2025, Afya Brazil fully repaid the<br>aggregate outstanding amount related to the first issuance of debentures originally issued on December 16, 2022. The debentures were issued<br>with a final maturity date of January 15, 2028, with the principal to be amortized in two equal installments payable on January 15, 2027,<br>and January 15, 2028.
§ On November 3, 2025, the Company repurchased all<br>150,000 Series A perpetual convertible preferred shares of a nominal or par value of US$0.00005 each in the capital of the Company for<br>an aggregate purchase price of R$831,600, following the Share Repurchase Agreement with SBLA Holdco LLC, an affiliate of Softbank. All<br>repurchased Series A Preferred Shares were cancelled by the Company.
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§ On November 7, 2025, MEC authorized the increase<br>of 100 medical school seats of ITPAC Porto located in the city of Bragança, State of Pará. With this authorization, Afya<br>reaches 150 medical school seats on this campus, and 3,753 total approved medical school seats.
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§ On December 18, 2025, MEC authorized the approval<br>of two additional medical school seats at Afya Pato Branco, increasing Afya’s total approved medical school seats to 3,755.
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2. Subsequent Events
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§ On February 6, 2026, MEC authorized an increase<br>of 63 medical seats for ITPAC – Instituto Tocantinense Presidente Antonio Carlos Porto S.A. (“Afya Abaetetuba”), located<br>in the city of Abaetetuba, in the state of Pará. With this authorization, Afya’s Abaetetuba campus will offer a total of<br>113 medical seats.
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As Afya Cametá—an approved but, non-operating medical school—and Afya Abaetetuba are located within the same health region, Afya Cametá will not become operational, thereby creating the capacity that enabled the approval of 63 additional medical seats at Afya Abaetetuba. With this addition, Afya now has a total of 3,768 approved medical seats across its portfolio.

§ On March 12, 2026, the Company’s Board of<br>Directors approved dividend distribution in the amount of R$307.4 million, representing 40% of the Company’s consolidated net income<br>for the year ended December 31, 2025 and a dividend per share of R$3.446838, payable in U.S. dollars on April 6, 2026, to the shareholders<br>on record as of the close of business on March 25, 2025. The payment will be made at the exchange rate (PTAX) to be published by the Brazilian<br>Central Bank on March 13, 2026.
3. Full Year 2025 Guidance Achievement
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The Company’s financial results reaffirmed the resiliency and profitability of Afya’s business model:

Guidance for 2025 Actual 2025^2^
Revenue^^ R$ 3,670 mn ≤ ∆ ≤ R$ 3,770 mn R$ 3,697 mn
Adjusted EBITDA R$ 1,620 mn ≤ ∆ ≤ R$ 1,720 mn R$ 1,680 mn
CAPEX ^1^ R$ 250 mn ≤ ∆ ≤ R$ 290 mn R$ 304 mn
(1) Excludes the license CAPEX related to the acquisition of FUNIC.
(2) Financial information for 2025 is unaudited.
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| --- | | 4. | 2026 Guidance | | --- | --- |

The guidance for FY2026 is defined in the following table:

Guidance for 2026^1^
Revenue R$ 3,950 mn ≤ ∆ ≤ R$ 4,100 mn
Adjusted EBITDA R$ 1,700 mn ≤ ∆ ≤ R$ 1,800 mn
CAPEX R$ 340 mn ≤ ∆ ≤ R$ 380 mn
(1) Excludes any acquisition that may be concluded after the issuance of the guidance.
5. 4Q25 and 2025 Overview
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Segment Information

The Company has three reportable segments as follows:

Undergraduate, which provides educational services through undergraduate courses related to medical school, undergraduate health science and other ex-health undergraduate programs.

Continuing education, which provides medical education (including residency preparation programs, specialization test preparation and other medical capabilities), specialization and graduate courses in medicine, delivered through digital and in-person content; and

Medical Practice Solutions, which provides clinical decision, clinical management and doctor-patient relationships for physicians and provides access, demand and efficiency for the healthcare players.

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KeyRevenue Drivers – Undergraduate Programs

Table 2: Key Revenue Drivers Twelve months period ended December 31,
2025 2024 % Chg
Undergraduate Programs
MEDICAL SCHOOL
Approved Seats 3,755 3,593 4.5%
Operating Seats ^1^ 3,705 3,543 4.6%
Total Students (end of period) 25,556 24,255 5.4%
Average Total Students 25,719 23,440 9.7%
Average Total Students (ex-Acquisitions)* 24,881 23,440 6.1%
Revenue (Total - R$ '000) 2,789,170 2,477,906 12.6%
Revenue (ex- Acquisitions* - R$ '000) 2,705,045 2,477,906 9.2%
Medical School Net Avg. Ticket (ex- Acquisitions* - R$/month) 9,060 8,809 2.8%
UNDERGRADUATE HEALTH SCIENCE
Total Students (end of period) 26,545 25,570 3.8%
Average Total Students 26,344 25,154 4.7%
Average Total Students (ex-Acquisitions)* 25,954 25,154 3.2%
Revenue (Total - R$ '000) 261,724 236,791 10.5%
Revenue (ex- Acquisitions* - R$ '000) 257,075 236,791 8.6%
OTHER EX- HEALTH UNDERGRADUATE
Total Students (end of period) 33,924 27,163 24.9%
Average Total Students 34,271 27,542 24.4%
Average Total Students (ex-Acquisitions)* 33,538 27,542 21.8%
Revenue (Total - R$ '000) 204,533 180,994 13.0%
Revenue (ex- Acquisitions* - R$ '000) 203,600 180,994 12.5%
Total Revenue^2^
Revenue (Total - R$ '000) 3,255,426 2,895,692 12.4%
Revenue (ex- Acquisitions* - R$ '000) 3,165,720 2,895,692 9.3%
*For the twelve months period ended December 31, 2025, "2025 Ex Acquisitions" excludes: UNIDOM (January to June, 2025; Closing of UNIDOM was in July 2024), and FUNIC (October to December, 2025; Closing of FUNIC was in May 2025).
(1) The difference between approved and operating seats refers to Cametá, a campus that is still pre-operational.
(2) Financial information for 2025 is unaudited; comparative financial information for 2024 is audited.

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Key Revenue Drivers– Continuing Education

Table 3: Key Revenue Drivers
2024 % Chg
Continuing Education
Total Students (end of period)1
Residency  Journey - Business to Physicians B2P 16,381 -20.7%
Graduate Journey - Business to Physicians B2P 8,527 20.0%
Other Courses - B2P and B2B Offerings 25,613 24.2%
Total Students (end of period) 50,521 8.9%
Revenue (R '000)
Business to Physicians - B2P 237,379 8.6%
Business to Business - B2B 18,060 48.2%
Total Revenue2 255,438 11.4%
(1) The figure above does not contemplate intercompany transactions.
(2) Financial information for 2025 is unaudited; comparative financial information for 2024 is audited.

All values are in US Dollars.

Key Revenue –Medical Practice Solutions

Table 4: Key Revenue Drivers
2024 % Chg
Medical Practice Solutions
Active Payers (end of period)
Clinical Decision 161,283 -2.9%
Clinical Management 33,735 15.3%
Total Active Payers (end of period) 195,018 0.2%
Monthly Active Users (MaU)
Total Monthly Active Users (MaU) 238,343 -7.7%
Revenue (R '000)
Business to Physicians - B2P 139,534 9.4%
Business to Business - B2B 22,252 -16.1%
Total Revenue2 161,787 5.9%
(1) Revenue from 'Shosp', the clinical management software, was reclassified from B2B to B2P.
(2) Financial information for 2025 is unaudited; comparative financial information for 2024 is audited.

All values are in US Dollars.

Key Operational Drivers– Users Positively Impacted by Afya

The Users Positively Impacted by Afya represents the total number of medical students from the Undergraduate segment, students from Continuing Education and users from Medical Practice Solutions. For the fourth quarter of 2025, Afya’s ecosystem reached 300,646 users.

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| --- | | Table 5: Key Revenue Drivers | Twelve months period ended December 31, | | | | --- | --- | --- | --- | | | 2025 | 2024 | % Chg | | Users Positively Impacted by Afya ^1^ | | | | | Undergraduate (Total Medical School Students - End of Period) | 25,556 | 24,255 | 5.4% | | Continuing Education (Total Students - End of Period) | 55,039 | 50,521 | 8.9% | | Medical Practice Solutions (Monthly Active Users) | 220,051 | 238,343 | -7.7% | | Ecosystem Outreach | 300,646 | 313,119 | -4.0% | | (1) Ecosystem outreach does not contemplate intercompany figures. Note that there may be overlap in student numbers within the data. | | | |

Seasonality of Operations

Undergraduate tuition revenues are related to the intake process, and monthly tuition fees charged to students, and do not significantly fluctuate during each semester.

Continuing education revenues are mostly related to: (i) monthly intakes and tuition fees on medical education, which do not have a considerable concentration in any period; (ii) Residency journey product revenues, derived from e-books transferred at a point of time, which are concentrated in the first and last quarter of the year due to the enrollments.

Medical Practice Solutions are comprised mainly of Afya Whitebook and Afya iClinic revenues, which do not have significant fluctuations regarding seasonality.

Revenue

Revenue for the fourth quarter of 2025 was R$913.0 million, an increase of 7.5% over the same period in the prior year. For the twelve-month period ended December 31, 2025, Revenue was R$3,697.3 million, reflecting an 11.9% increase over the same period of last year. Excluding acquisitions, Revenue in the fourth quarter increased by 7.3% YoY to R$910.8 million. For the twelve-month period ended December 31, 2025, excluding acquisitions, Revenue was R$3,607.5 million, reflecting a 9.2% increase over the same period of last year.

The yearly revenue increase was mainly driven by (a) Undergraduate, higher tickets in medicine courses, the maturation of medical school seats, the increase in non-medical students, the acquisition of FUNIC and the full year results consolidation of UNIDOM (Acquired July of 2024); (b) Continuing Education, expansion in Graduate Journey campuses and students, increasing the average ticket per student across the segment, and (c) Medical Practice Solutions, which delivered growth primarily due to an expansion in Clinical Management active payers and a more favorable product mix compensating the decrease in the B2B.

Table 6: Revenue & Revenue Mix
(in thousands of R$) For the three months period ended December 31, For the twelve months period ended December 31,
2025^1^ 2025*^1^ Ex Acquisitions** 2024 % Chg % Chg Ex Acquisitions 2025^1^ 2025*^1^ Ex Acquisitions** 2024 % Chg % Chg Ex Acquisitions
Revenue Mix
Undergraduate 796,213 794,051 739,797 7.6% 7.3% 3,255,426 3,165,720 2,895,692 12.4% 9.3%
Continuing Education 76,853 76,853 67,707 13.5% 13.5% 284,471 284,471 255,438 11.4% 11.4%
Medical Practice Solutions 43,130 43,130 44,497 -3.1% -3.1% 171,323 171,323 161,787 5.9% 5.9%
Inter-segment transactions (3,206) (3,206) (2,986) 7.4% 7.4% (13,965) (13,965) (8,588) 62.6% 62.6%
Total Reported Revenue 912,990 910,828 849,015 7.5% 7.3% 3,697,255 3,607,549 3,304,329 11.9% 9.2%
*For the three months period ended December 31, 2025, "2025 Ex Acquisitions" excludes: FUNIC (October to December, 2025; Closing of FUNIC was in May 2025).
*For the twelve months period ended December 31, 2025, "2025 Ex Acquisitions" excludes: UNIDOM (January to June, 2025; Closing of UNIDOM was in July 2024), and FUNIC (May to December, 2025; Closing of FUNIC was in May 2025).
(1) Financial information for 2025 is unaudited.
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Adjusted EBITDA


Adjusted EBITDA for the fourth quarter of 2025 increased by 6.1% to R$388.5 million, up from R$366.0 million in the same period of the prior year, with the Adjusted EBITDA Margin reducing by 50 basis points to 42.6%, due mainly to lower performance of Medical Practice Solutions and an increase in corporate expenses.

For the twelve-month period ended December 31, 2025, Adjusted EBITDA was R$1,680.3 million, an increase of 15.4% over the same period of the prior year, accompanied by an Adjusted EBITDA Margin increase of 130 basis points in the same period. The increase in Adjusted EBITDA Margin was mainly driven by: (a) higher gross margin in the Undergraduate and Continuing Education segments; (b) restructuring initiatives within Continuing Education and Medical Practice Solutions; and (c) improved efficiency in Selling, General, and Administrative expenses.

Table 7: Reconciliation between Adjusted EBITDA and Net Income
(in thousands of R$) For the three months period ended December 31, For the twelve months period ended December 31,
2025^6^ 2024 % Chg 2025^6^ 2024 % Chg
Net income 175,444 154,279 13.7% 768,443 648,920 18.4%
Net financial result 76,695 104,698 -26.7% 366,081 347,459 5.4%
Income taxes expense 29,032 1,083 2580.7% 92,502 27,471 236.7%
Depreciation and amortization 92,234 84,206 9.5% 373,344 333,341 12.0%
Interest received ^1^ 9,606 8,438 13.8% 49,527 43,417 14.1%
Income share associate (3,249) (2,011) 61.6% (13,916) (11,737) 18.6%
Share-based compensation (1,365) 6,125 n.a. 15,318 32,424 -52.8%
Non-recurring expenses: 10,122 9,196 10.1% 28,952 34,347 -15.7%
- Integration of new companies ^2^ 7,661 7,970 -3.9% 25,430 25,692 -1.0%
- M&A advisory and due diligence ^3^ 18 772 -97.7% 578 3,575 -83.8%
- Expansion projects ^4^ 232 454 -48.9% 721 3,022 -76.1%
- Restructuring expenses ^5^ 2,211 - n.a. 2,223 2,058 8.0%
Adjusted EBITDA 388,519 366,014 6.1% 1,680,251 1,455,642 15.4%
Adjusted EBITDA Margin 42.6% 43.1% -50 bps 45.4% 44.1% 130 bps
(1) Represents the interest received on late payments of monthly tuition fees.
(2) Consists of expenses related to the integration of newly acquired companies.
(3) Consists of expenses related to professional and consultant fees in connection with due diligence services for our M&A transactions.
(4) Consists of expenses related to professional and consultant fees in connection with the opening of new campuses.
(5) Consists of expenses related to the employee redundancies in connection with the organizational restructuring of our acquired companies.
(6) Financial information for 2025 is unaudited.

Net Income

Net Income for the fourth quarter of 2025 totaled R$175.4 million, representing a 13.7% YoY increase. Adjusted Net Income reached R$205.7 million, an increase of 6.3% over the same period in the prior year. For the three-month period ended December 31, 2025, Net Income benefited from proactive liability management actions, primarily driven by the repurchase and cancellation of the perpetual convertible preferred shares held by SoftBank, which resulted in a gain of R$18 million.

For the twelve-month period, Afya achieved a Net Income of R$768.4 million, 18.4% higher than the same period of 2024, and an Adjusted Net Income of R$901.7 million, which was 9.9% higher than the previous period. For the year, growth reflects stronger operational performance, combined with the recognition of deferred tax assets, partially offset by the additional CSLL provision related to the OECD’s Pillar Two global minimum tax effects.

Basic EPS for the twelve-month period ended December 31, 2025, reached R$8.32. An increase of 18.7% YoY, reflecting the higher Net Income and our capital allocation with the execution of the Repurchase Program approved in August of 2025.

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| --- | | Table 8: Adjusted Net Income | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | (in thousands of R$) | For the three months period ended December 31, | | | For the twelve months period ended December 31, | | | | | 2025^8^ | 2024 | % Chg | 2025^8^ | 2024 | % Chg | | Net income | 175,444 | 154,279 | 13.7% | 768,443 | 648,920 | 18.4% | | Amortization of Intangible Assets ^1^ | 21,537 | 24,007 | -10.3% | 89,027 | 104,599 | -14.9% | | Share-based compensation | (1,365) | 6,125 | n.a. | 15,318 | 32,424 | -52.8% | | Non-recurring expenses: | 10,122 | 9,196 | 10.1% | 28,952 | 34,347 | -15.7% | | - Integration of new companies ^2^ | 7,661 | 7,970 | -3.9% | 25,430 | 25,692 | -1.0% | | - M&A advisory and due diligence ^3^ | 18 | 772 | -97.7% | 578 | 3,575 | -83.8% | | - Expansion projects ^4^ | 232 | 454 | -48.9% | 721 | 3,022 | -76.1% | | - Restructuring expenses ^5^ | 2,211 | - | n.a. | 2,223 | 2,058 | 8.0% | | Adjusted Net Income | 205,738 | 193,607 | 6.3% | 901,740 | 820,290 | 9.9% | | Basic earnings per share - in R$ ^6^ | 1.91 | 1.66 | 14.9% | 8.32 | 7.01 | 18.7% | | Adjusted earnings per share - in R$ ^7^ | 2.25 | 2.10 | 7.0% | 9.79 | 8.91 | 9.9% | | (1) Consists of amortization of intangible assets identified in business combinations. | | | | | | | | (2) Consists of expenses related to the integration of newly acquired companies. | | | | | | | | (3) Consists of expenses related to professional and consultant fees in connection with due diligence services for our M&A transactions. | | | | | | | | (4) Consists of expenses related to professional and consultant fees in connection with the opening of new campuses. | | | | | | | | (5) Consists of expenses related to the employee redundancies in connection with the organizational restructuring of our acquired companies. | | | | | | | | (6) Basic earnings per share: Net Income/Weighted average number of outstanding shares. | | | | | | | | (7) Adjusted earnings per share: Adjusted Net Income attributable to equity holders of the Parent/Weighted average number of outstanding shares. | | | | | | | | (8) Financial information for 2025 is unaudited. | | | | | | |

Cash and Debt Position

As of December 31, 2025, Cash and Cash Equivalents totaled R$1,125.4 million, representing a 23.5% increase from December 31, 2024. Afya reduced its Net Debt, excluding the effect of IFRS 16, to R$1,369.5 million, a decrease of R$445.4 million compared to December 31, 2024. This reduction was achieved through solid Cash Flow from Operating Activities, despite the business combination with FUNIC, dividend payments, and Afya’s share repurchase program.

For the twelve-month period ended December 31, 2025, Afya generated R$1,547.6 million in Cash Flow from Operating Activities, up from R$1,453.2 million in the same period of the previous year, an increase of 6.5% YoY, boosted by operational results. The Operating Cash Conversion Ratio reached 93.7%.

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| --- | | Table 9: Operating Cash Conversion Ratio Reconciliation | For the twelve months period ended December 31, | | | | --- | --- | --- | --- | | (in thousands of R$) | Considering the adoption of IFRS 16 | | | | | 2025^5^ | 2024 | % Chg | | (a) Net cash flows from operating activities | 1,531,587 | 1,432,659 | 6.9% | | (b) Income taxes paid | 16,046 | 20,520 | -21.8% | | (c) = (a) + (b) Cash flow from operating activities | 1,547,633 | 1,453,179 | 6.5% | | (d) Adjusted EBITDA | 1,680,251 | 1,455,642 | 15.4% | | (e) Non-recurring expenses: | 28,952 | 34,347 | -15.7% | | - Integration of new companies ^1^ | 25,430 | 25,692 | -1.0% | | - M&A advisory and due diligence^2^ | 578 | 3,575 | -83.8% | | - Expansion projects ^3^ | 721 | 3,022 | -76.1% | | - Restructuring Expenses ^4^ | 2,223 | 2,058 | 8.0% | | (f) = (d) - (e) Adjusted EBITDA ex- non-recurring expenses | 1,651,299 | 1,421,295 | 16.2% | | (g) = (c) / (f) Operating cash conversion ratio | 93.7% | 102.2% | -850 bps | | (1) Consists of expenses related to the integration of newly acquired companies. | | | | | (2) Consists of expenses related to professional and consultant fees in connection with due diligence services for M&A transactions. | | | | | (3) Consists of expenses related to professional and consultant fees in connection with the opening of new campuses. | | | | | (4) Consists of expenses related to the employee redundancies in connection with the organizational restructuring of acquired companies. | | | | | (5) Financial information for 2025 is unaudited. | | | |

The following table shows more information regarding the cost of debt for 2025, considering loans and financing and accounts payable to selling shareholders. Afya’s capital structure remains solid, with a conservative leveraging position and a low cost of debt. Afya’s Net Debt (excluding the effect of IFRS16) divided by Adjusted EBITDA is 0.8x, marking an impressive reduction from 1.2x in the same period of the prior year, reinforcing Afya’s accelerated deleveraging trend.

The issuance of R$1,500 million in debentures on October 15, 2025, together with the repurchase and cancellation of the perpetual convertible held by SoftBank, the first issuance of debentures by Afya Participações S.A., and other Loans and Financing, demonstrates Afya’s disciplined approach to capital allocation and liability management, resulting in an extended average debt duration to 3.6 years.

Table 10: Gross Debt and Average Cost of Debt
(in millions of R$) For the closing of the twelve months period ended in December 31,
Cost of Debt
Gross Debt Duration (Years) Per year %CDI²
2025^3^ 2024 2025 2024 2025 2024 2025 2024
Loans and financing: Softbank - 845 - 1.4 5.6% 7.5% 40% 71%
Loans and financing: Debentures 1,538 527 3.9 2.6 15.6% 12.0% 109% 110%
Loans and financing: Others 5 318 0.9 0.8 8.7% 12.7% 63% 117%
Loans and financing: IFC 511 505 2.8 3.8 15.5% 11.3% 108% 105%
Accounts payable to selling shareholders 441 531 3.4 3.3 14.4% 10.8% 100% 100%
Total¹ Average 2,495 2,726 3.6 2.4 13.5% 10.2% 95% 95%
(1) Total amount refers only to the "Gross Debt" columns.
(2) Based on the annualized Interbank Certificates of Deposit ("CDI") rate for the period as a reference: FY25: ~14.90% p.y. and for FY24: ~12.15% p.y.
(3) Financial information for 2025 is unaudited.
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| --- | | Table 11: Cash and Debt Position | | | | --- | --- | --- | | (in thousands of R) | | | | | FY2024 | % Chg | | (+) Cash and Cash Equivalents | 911,015 | 23.5% | | Cash and Bank Deposits | 6,078 | 154.5% | | Cash Equivalents | 904,937 | 22.7% | | (-) Loans and Financing | 2,195,161 | -6.4% | | Current | 363,554 | -83.3% | | Non-Current | 1,831,607 | 8.8% | | (-) Accounts Payable to Selling Shareholders | 530,772 | -17.0% | | Current | 185,318 | -40.3% | | Non-Current | 345,454 | -4.5% | | (-) Other Short and Long Term Obligations | - | n.a. | | (=) Net Debt (Cash) excluding IFRS 16 | 1,814,918 | -24.5% | | (-) Lease Liabilities | 978,336 | 8.9% | | Current | 45,580 | 22.4% | | Non-Current | 932,756 | 8.3% | | Net Debt (Cash) with IFRS 16 | 2,793,254 | -12.8% | | (1) Financial information for 2025 is unaudited. | | |

All values are in US Dollars.

CAPEX

Capital expenditure consists of the purchase of property and equipment and intangible assets, including expenditure mainly related to the expansion and maintenance of Afya’s campuses and headquarters, leasehold improvements, and the development of new solutions in Medical Practice Solutions and content in Continuing Education.

For the twelve-month period ended December 31, 2025, CAPEX totaled R$404.0 million, including an acceleration in intangible investments in the fourth quarter. Excluding the license payment related to the FUNIC acquisition, CAPEX was R$ 304.4 million, representing 8.2% of Afya’s revenue.

Table 12: CAPEX
(in thousands of R)
2024 % Chg
CAPEX 392,615 2.9%
Property and equipment 136,924 21.2%
Intangible assets 255,691 -6.9%
- Licenses1 157,227 -36.6%
- Others 98,464 40.5%
(1) One-off effects include: (i) R 99.6 million in May 2025, related to the acquisition of FUNIC, which added 60 medical seats; (ii) R 49.6 million in January 2024, related to the earn-out of FIP Guanambi, following the expansion of 40 medical seat, and (iii) R107.6 million in July 2024, related to the earn-out of UNIMA, due to the expansion of 80 seats.
(2) Financial information for 2025 is unaudited.

All values are in US Dollars.


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ESG Metrics

ESG commitment is a crucial part of Afya’s strategy and is deeply ingrained in the Company’s core values. Afya has been advancing year after year on its core pillars and, since 2021, ESG metrics have been disclosed in the Company’s quarterly financial results in three key metrics, Governance and Employee Management, Environmental and Social.

The 2024 Sustainability Report can be found at: https://ir.afya.com.br/annual-report/

Table 13: ESG Metrics ^1, 2 & 3^ 2025 2024 2023
# GRI Governance and Employee Management
1 405-1 Number of employees 9,395 9,717 9,680
2 405-1 Percentage of female employees 60% 59% 58%
3 405-1 Percentage of female employees in the board of directors 22% 30% 36%
4 102-24 Percentage of independent member in the board of directors 44% 40% 36%
Environmental
5 Total renewable energy generated by own photovoltaic plants (MWh) 5,588.210 6,329.796 4,510.637
6 302-1 Total energy consumed (MWh) 26,764.601 24,260.662 24,036.608
7 302-1 % of renewable energy consumed from own generation 18.1% 23.2% 16.0%
8 302-1 % of energy consumed from the power grid 30.8% 34.8% 60.3%
9 302-1 % of energy consumed from the free market 51.1% 42.0% 23.7%
Social
10 413-1 Number of free clinical consultations offered by Afya 897,793 846,264 586,611
11 Number of physicians graduated in Afya's campuses 26,313 22,867 20,197
12 201-4 Number of students with financing and scholarship programs (FIES and PROUNI) 16,148 12,342 10,584
13 % students with scholarships over total undergraduate students 18.8% 16.0% 16.0%
14 413-1 Hospital, clinics and city halls partnerships 596 614 649
(1) Some factors can influence in the adequate proportionality analysis of data over the years, such as: climate changes, COVID-19 pandemic effects, seasonalities, number of employees, number of students, number of active units, among others.
(2) Starting in 2Q22, previously disclosed social data were updated to consider: (a) the number of graduated physicians considering all units after its closing, and (b) partnerships related only to medical schools.
(3) The number of students with financing and scholarship programs (FIES and PROUNI) in 2023 excludes students from the Unima and FCM Jaboatão acquisition. As of 2Q25, it also includes students from the UNIDOM acquisition.

**1.**Conference Call and Webcast Information

When: March 12, 2026 at 5:00 p.m. EST.

Who: Mr. Virgilio Gibbon, Chief Executive Officer<br><br> <br>Mr. Luis André Blanco, Chief Financial Officer<br><br> <br>Ms. Renata Costa Couto, IR Director

Webcast: https://afya.zoom.us/j/98271618661

OR

Dial-in:

Brazil: +55 21 3958 7888 or +55 11 4632 2236 or +55 11 4632 2237 or +55 11 4680 6788 or +55 11 4700 9668.

United States: +1 346 248 7799 or +1 360 209 5623 or +1 386 347 5053 or +1 507 473 4847 or +1 564 217 2000 or +1 646 931 3860 or +1 669 444 9171 or +1 669 900 6833 or +1 689 278 1000 or +1 719 359 4580 or +1 929 205 6099 or +1 253 205 0468 or +1 253 215 8782 or +1 301 715 8592 or +1 305 224 1968 or +1 309 205 3325 or +1 312 626 6799.

Webinar ID: 982 7161 8661

Other Numbers: https://afya.zoom.us/u/aRK0ROGaH

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**2.**About Afya Limited (Nasdaq: AFYA; B3: A2FY34)

Afya is a leading medical education group in Brazil based on the number of medical school seats, delivering an end-to-end physician-centric ecosystem that serves and empowers students and physicians to transform their ambitions into rewarding lifelong experiences from the moment they join us as medical students through their medical residency preparation, graduation program, continuing medical education activities and offering medical practice solutions to help doctors enhance their healthcare services through their whole career. For more information, please visit www.afya.com.br.


**3.**Forward – Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. All statements other than statements of historical fact could be deemed forward-looking, including risks and uncertainties related to statements about our competition; our ability to attract, upsell and retain students; our capacity to increase tuition prices; our ability to anticipate and meet the evolving needs of students and teachers; our capacity to source and successfully integrate acquisitions; as well as general market, political, economic, and business conditions. Additionally, these statements include financial targets such as revenue, share count and IFRS and non-IFRS financial measures including gross margin, operating margin, net income (loss) per diluted share, and free cash flow. These statements are not guarantees of future performance and undue reliance should not be placed on them.

The Company assumes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances occurring after its publication, nor to incorporate new information or the occurrence of unanticipated events, except as required by law. The achievement or success of the matters covered by such forward-looking statements involves known and unknown risks, uncertainties and assumptions. If any of these risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from those expressed or implied by the forward-looking statements we make.

Readers should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent management’s beliefs and assumptions only as of the date they are made. Further information on these and other factors that could affect the Company’s financial results is included in filings made with the United States Securities and Exchange Commission (SEC) from time to time, including the section titled “Risk Factors” in the most recent annual report on Form 20-F. These documents are available in the SEC Filings section of the investor relations section of our website at: https://ir.afya.com.br/.


**4.**Non-GAAP Financial Measures

To supplement the Company's consolidated financial statements, which are prepared and presented in accordance with IFRS accounting standards as issued by the International Accounting Standards Board—IASB, Afya presents Adjusted EBITDA, Operating Cash Conversion Ratio, Adjusted Net Income and Adjusted EPS, which are non-GAAP financial measures, for the convenience of investors. A non-GAAP financial measure is generally defined as one that intends to measure financial performance but excludes or includes amounts that would not be equally adjusted in the most comparable GAAP measure.

Afya calculates Adjusted EBITDA as net income plus/minus net financial result, plus income taxes expense, plus depreciation and amortization, plus interest received on late payments of monthly tuition fees, plus share-based compensation, plus/minus income share associate, plus/minus non-recurring expenses/income. Operating Cash Conversion Ratio is calculated as the Cash flow from Operating Activities plus income taxes paid, minus/plus non-recurring expenses/income divided by Adjusted EBITDA. The calculation of Adjusted Net Income is the Net Income plus amortization of customer relationships and trademark, plus share-based compensation, plus/minus non-recurring expenses/income. The calculation of Adjusted EPS is the Adjusted Net Income minus the non-controlling interests divided by the Weighted average number of outstanding shares.

The non-GAAP supplemental financial measures are provided with the intend to help investors in assessing the overall performance of Afya’s business regarding its core operations, cash generation and profitability. The non-GAAP financial measures described in this release are not substitutes for the IFRS measures. In addition, the calculations of Adjusted EBITDA, Operating Cash Conversion Ratio, Adjusted Net Income and Adjusted EPS are not standardized financial measures and may differ from the calculations used by other companies, including competitors in the education services industry, and therefore, Afya’s measures may not be comparable to those of other companies.

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**5.**Investor Relations Contact

E-mail: ir@afya.com.br

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**6.**Financial Tables

Consolidated statements of financial position

As of December 31, 2025 and 2024

(In thousands of Brazilian reais)

2025 2024
Assets (unaudited)
Current assets
Cash and cash equivalents 1,125,381 911,015
Trade receivables 717,373 595,898
Recoverable taxes 13,429 7,139
Income taxes recoverable 23,046 18,587
Other assets 62,947 57,145
Total current assets 1,942,176 1,589,784
Non-current assets
Trade receivables 34,985 35,948
Deferred tax assets 12,552 -
Other assets 125,480 115,875
Investment in associate 46,518 54,442
Property and equipment 711,485 658,482
Right-of-use assets 896,758 842,219
Intangible assets 5,587,980 5,532,789
Total non-current assets 7,415,758 7,239,755
Total assets 9,357,934 8,829,539
Liabilities
Current liabilities
Trade payables 123,581 128,080
Loans and financing 60,668 363,554
Lease liabilities 55,772 45,580
Accounts payable to selling shareholders 110,640 185,318
Advances from customers 158,035 161,048
Dividends payable 192 -
Labor and social obligations 217,526 208,076
Taxes payable 36,043 33,456
Income taxes payable 112,638 4,247
Other liabilities 8,946 10,836
Total current liabilities 884,041 1,140,195
Non-current liabilities
Loans and financing 1,993,599 1,831,607
Lease liabilities 1,009,974 932,756
Accounts payable to selling shareholders 329,957 345,454
Taxes payable 77,487 84,407
Deferred tax liabilities - 28,274
Provision for legal proceedings 128,220 113,521
Other liabilities 43,471 42,742
Total non-current liabilities 3,582,708 3,378,761
Total liabilities 4,466,749 4,518,956
Equity
Share capital 17 17
Additional paid-in capital 2,320,422 2,344,521
Treasury shares (306,010) (273,955)
Share-based compensation reserve 202,815 187,497
Retained earnings 2,634,552 2,011,875
Equity attributable to the owners of the Company 4,851,796 4,269,955
Non-controlling interests 39,389 40,628
Total equity 4,891,185 4,310,583
Total liabilities and equity 9,357,934 8,829,539
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Consolidated statements of income and comprehensive income

For the years ended December 31, 2025, 2024 and 2023

(In thousands of Brazilian reais, except for earnings per shareinformation)

2025 2024 2023
(unaudited)
Revenue 3,697,255 3,304,329 2,875,913
Cost of services (1,313,895) (1,215,603) (1,109,813)
Gross profit 2,383,360 2,088,726 1,766,100
Selling, general and administrative expenses (1,113,065) (1,008,427) (940,132)
Allowance for expected credit losses (57,090) (60,894) (74,552)
Other income 18,762 13,299 53,206
Other expenses (18,857) (20,591) (37,561)
Operating income 1,213,110 1,012,113 767,061
Finance income 194,943 111,283 110,642
Finance expenses (561,024) (458,742) (457,616)
Net finance result (366,081) (347,459) (346,974)
Share of profit of equity-accounted investee, net of tax 13,916 11,737 9,495
Income before income taxes 860,945 676,391 429,582
Income taxes expenses
Current (133,328) (24,238) (27,399)
Deferred 40,826 (3,233) 3,233
Net income 768,443 648,920 405,416
Other comprehensive income - - -
Total comprehensive income 768,443 648,920 405,416
Net income / total comprehensive income attributable to:
Owners of the Company 752,461 631,510 386,324
Non-controlling interests 15,982 17,410 19,092
768,443 648,920 405,416
Basic earnings per common share 8.32 7.01 4.30
Diluted earnings per common share 8.24 6.93 4.27

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Consolidated statements of cash flows

For the years ended December 31, 2025, 2024 and 2023

(In thousands of Brazilian reais)

2025 2024 2023
(unaudited)
Operating activities
Income before income taxes 860,945 676,391 429,582
Adjustments to reconcile income before income taxes
Depreciation and amortization expenses 373,344 333,341 289,511
Write-off of property and equipment 3,062 2,539 1,910
Write-off of intangible assets 275 244 413
Allowance for expected credit losses 57,090 60,894 74,552
Share-based compensation expense 15,318 32,424 31,535
Net foreign exchange differences 1,816 7,027 681
Accrued interest 316,379 254,386 285,447
Accrued interest on lease liabilities 123,067 111,966 100,849
Share of profit of equity-accounted investee, net of tax (13,916) (11,737) (9,495)
Provision (reversal) for legal proceedings 23,250 9,705 (40,044)
Changes in assets and liabilities
Trade receivables (177,602) (97,449) (131,336)
Recoverable taxes (10,749) 18,107 (15,353)
Other assets (10,798) 11,220 88,427
Trade payables (4,499) 18,126 24,500
Taxes payable (18,109) (14,798) 3,278
Advances from customers (3,013) 6,329 (17,892)
Labor and social obligations 9,450 8,414 31,525
Payments of legal proceedings (6,873) (4,637) (16,781)
Other liabilities 9,196 30,687 (42,542)
1,547,633 1,453,179 1,088,767
Income taxes paid (16,046) (20,520) (45,144)
Net cash flows from operating activities 1,531,587 1,432,659 1,043,623
Investing activities
Acquisition of property and equipment (166,014) (136,924) (118,435)
Acquisition of intangibles assets (197,997) (255,691) (126,993)
Dividends received 15,553 7,501 9,900
Acquisition of non-controlling interest - - (21,000)
Acquisition of assets and subsidiaries, net of cash acquired (144,076) (627,568) (815,005)
Payments of interest (14,536) (78,931) (71,518)
Net cash flows used in investing activities (507,070) (1,091,613) (1,143,051)
Financing activities
Payments of principal of loans and financing (1,624,911) (128,696) (112,630)
Payments of interest (309,337) (177,192) (175,889)
Proceeds from loans and financing 1,494,881 491,593 5,288
Payments of principal of lease liabilities (49,411) (41,221) (31,473)
Payments of interest of lease liabilities (121,475) (111,605) (103,911)
Treasury shares repurchase (77,002) - (12,369)
Proceeds from exercise of stock options 25,733 9,376 9,791
Dividends paid (146,813) (18,289) (18,750)
Net cash flows from (used in) financing activities (808,335) 23,966 (439,943)
Net foreign exchange differences (1,816) (7,027) (681)
Net increase (decrease) in cash and cash equivalents 214,366 357,985 (540,052)
Cash and cash equivalents at the beginning of the year 911,015 553,030 1,093,082
Cash and cash equivalents at the end of the year 1,125,381 911,015 553,030
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