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6-K

Afya Ltd (AFYA)

6-K 2026-05-07 For: 2026-03-31
View Original
Added on May 07, 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 May, 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 Unaudited interim condensed consolidated financial statements March 31, 2026

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: May 6, 2026






Afya Limited






Unaudited interim condensed

consolidated financial statements

March 31, 2026

Afya Limited

Unaudited interim condensed consolidated statements of financial position

As of March 31, 2026 and December 31, 2025

(In thousands of Brazilian reais)

Notes March 31, 2026 December 31, 2025
Assets (unaudited)
Current assets
Cash and cash equivalents 4 1,332,866 1,125,381
Trade receivables 5 777,975 717,373
Recoverable taxes 21,572 13,429
Income taxes recoverable 25,833 23,046
Other assets 7 66,179 62,947
Total current assets 2,224,425 1,942,176
Non-current assets
Trade receivables 5 41,567 34,985
Deferred tax assets 19 4,676 12,552
Other assets 7 129,553 125,480
Investment in associate 8 50,607 46,518
Property and equipment 9 699,016 711,485
Right-of-use assets 11.2.2 902,538 896,758
Intangible assets 10 5,573,118 5,587,980
Total non-current assets 7,401,075 7,415,758
Total assets 9,625,500 9,357,934
Liabilities
Current liabilities
Trade payables 134,138 123,581
Loans and financing 11.2.1 132,099 60,668
Lease liabilities 11.2.2 55,478 55,772
Accounts payable to selling shareholders 11.2.3 57,325 110,640
Advances from customers 151,115 158,035
Dividends payable 14 308,332 192
Labor and social obligations 245,680 217,526
Taxes payable 37,385 36,043
Income taxes payable 117,657 112,638
Other liabilities 7,758 8,946
Total current liabilities 1,246,967 884,041
Non-current liabilities
Loans and financing 11.2.1 1,992,413 1,993,599
Lease liabilities 11.2.2 1,021,597 1,009,974
Accounts payable to selling shareholders 11.2.3 302,342 329,957
Taxes payable 74,459 77,487
Income taxes payable 26,358 -
Provision for legal proceedings 20 131,832 128,220
Other liabilities 42,985 43,471
Total non-current liabilities 3,591,986 3,582,708
Total liabilities 4,838,953 4,466,749
Equity 14
Share capital 17 17
Additional paid-in capital 2,319,509 2,320,422
Treasury shares (372,786) (306,010)
Share-based compensation reserve 213,964 202,815
Retained earnings 2,584,194 2,634,552
Equity attributable to the owners of the Company 4,744,898 4,851,796
Non-controlling interests 41,649 39,389
Total equity 4,786,547 4,891,185
Total liabilities and equity 9,625,500 9,357,934

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-4

Afya Limited

Unaudited interim condensed consolidated statements of income and comprehensive income

For the three-month periods ended March 31, 2026 and 2025

(In thousands of Brazilian reais, except for earningsper share information)

Notes March 31, 2026 March 31, 2025
(unaudited) (unaudited)
Revenue 16 1,012,712 936,360
Cost of services 17 (314,649) (282,639)
Gross profit 698,063 653,721
Selling, general and administrative expenses 17 (287,661) (264,942)
Allowance for expected credit losses 17 (17,843) (16,558)
Other income 4,871 2,506
Other expenses (3,830) (2,200)
Operating income 393,600 372,527
Finance income 18 53,297 43,481
Finance expenses 18 (147,647) (138,475)
Net finance result (94,350) (94,994)
Share of profit of equity-accounted investee, net of tax 8 4,967 4,285
Income before income taxes 304,217 281,818
Income taxes expenses 19
Current (34,578) (31,928)
Deferred (7,876) 7,146
Net income 261,763 257,036
Other comprehensive income - -
Total comprehensive income 261,763 257,036
Net income / total comprehensive income attributable to:
Owners of the Company 257,019 251,999
Non-controlling interests 4,744 5,037
261,763 257,036
Basic earnings per common share 15 2.88 2.79
Diluted earnings per common share 15 2.85 2.76

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-5

Afya Limited

Unaudited interim condensed consolidated statements of changes in equity

For the three-month periods ended March 31, 2026 and 2025

(In thousands of Brazilian reais)

Equity attributable to the owners of the Company
Notes Share capital Additional paid-in capital Treasury shares Share-based compensation reserve Retained earnings Total Non-controlling interests Total equity
Balances at January 1, 2025 17 2,344,521 (273,955) 187,497 2,011,875 4,269,955 40,628 4,310,583
Net income - - - - 251,999 251,999 5,037 257,036
Total comprehensive income - - - - 251,999 251,999 5,037 257,036
Share-based compensation 13 - - - 6,963 - 6,963 - 6,963
Treasury shares transferred to executives from exercise of stock options - (582) 2,204 - - 1,622 - 1,622
Dividends declared 14 - - - - (129,784) (129,784) (5,005) (134,789)
Balances at March 31, 2025 (unaudited) 17 2,343,939 (271,751) 194,460 2,134,090 4,400,755 40,660 4,441,415
Balances at January 1, 2026 17 2,320,422 (306,010) 202,815 2,634,552 4,851,796 39,389 4,891,185
Net income - - - - 257,019 257,019 4,744 261,763
Total comprehensive income - - - - 257,019 257,019 4,744 261,763
Share-based compensation 13 - - - 11,149 - 11,149 - 11,149
Treasury shares repurchase 14 - - (69,511) - - (69,511) - (69,511)
Restricted stock units transferred under the share-based compensation plan - (371) 263 - - (108) - (108)
Treasury shares transferred to executives from exercise of stock options - (542) 2,472 - - 1,930 - 1,930
Dividends declared 14 - - - - (307,377) (307,377) (2,484) (309,861)
Balances at March 31, 2026 (unaudited) 17 2,319,509 (372,786) 213,964 2,584,194 4,744,898 41,649 4,786,547

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-6

Afya Limited

Unaudited interim condensed consolidated statements of cash flows

For the three-month periods ended March 31, 2026 and 2025

(In thousands of Brazilian reais)

Notes March 31, 2026 March 31, 2025
(unaudited) (unaudited)
Operating activities
Income before income taxes 304,217 281,818
Adjustments to reconcile income before income taxes
Depreciation and amortization expenses 17 93,077 91,755
Write-off of property and equipment 9 362 305
Allowance for expected credit losses 5, 17 17,843 16,558
Share-based compensation expenses 17 11,149 6,963
Net foreign exchange differences 893 476
Accrued interest 18 86,895 76,939
Accrued interest on lease liabilities 11.2.2, 11.5, 18 30,211 29,563
Share of profit of equity-accounted investee, net of tax 8 (4,967) (4,285)
Provision (reversal) for legal proceedings 5,409 408
Changes in assets and liabilities
Trade receivables 5 (85,027) (55,632)
Recoverable taxes (10,930) (6,392)
Other assets 7 (6,965) (6,131)
Trade payables 10,557 1,893
Taxes payable 1,362 10,787
Advances from customers (6,920) 214
Labor and social obligations 28,154 29,774
Provision for legal proceedings 20 (1,259) -
Other liabilities (908) (4,777)
473,153 470,236
Income taxes paid (6,357) (6,386)
Net cash flows from operating activities 466,796 463,850
Investing activities
Acquisition of property and equipment 9 (12,762) (38,477)
Acquisition of intangibles assets 10 (32,016) (17,735)
Dividends received 8 - 5,598
Acquisition of assets and subsidiaries, net of cash acquired 11.2.3 (65,005) (65,162)
Payments of interest - (14,536)
Net cash flows used in investing activities (109,783) (130,312)
Financing activities
Payments of principal of loans and financing 11.5 (5,254) (769)
Payments of interest 11.2.3, 11.5 (28,087) (44,980)
Payments of principal of lease liabilities 11.2.2, 11.5 (13,792) (11,904)
Payments of interest of lease liabilities 11.2.2, 11.5 (32,200) (29,167)
Treasury shares repurchase 14 (69,511) -
Proceeds from exercise of stock options 1,930 1,622
Dividends paid 11.5, 14 (1,721) (3,991)
Net cash flows from (used in) financing activities (148,635) (89,189)
Net foreign exchange differences (893) (476)
Net increase (decrease) in cash and cash equivalents 207,485 243,873
Cash and cash equivalents at the beginning of the period 4 1,125,381 911,015
Cash and cash equivalents at the end of the period 4 1,332,866 1,154,888

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-7
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- | | 1. | Corporate information | | --- | --- |

Afya Limited (“Afya”), collectively with its subsidiaries referred to as the “Company”, is a holding company incorporated under the laws of the Cayman Islands on March 22, 2019. Afya completed its initial public offering (IPO) on July 19, 2019, and its shares are listed on the Nasdaq under the symbol “AFYA”. The Company’s ultimate parent company is Bertelsmann SE& Co. KGaA (“Bertelsmann”).

The Company is formed by a network of higher education and post-graduate institutions, focused on medical schools, under the regulations of the Ministry of Education (“MEC”). The Company also provides other educational services that comprise the development and sale of electronically distributed educational courses on medicine science and soft skills educational content. The Company also offers solutions to empower the physicians in their daily routine including supporting clinic decisions through mobile app subscription, delivering practice management tools through a SaaS (Software as a Service) model and supporting the patient-physician relationship.

Acquisition in 2025

On May 7, 2025, Afya Participações S.A. (“Afya Brazil”) acquired 100% of the total share capital of Faculdade Masterclass Ltda. (“FUNIC”), located in the city of Contagem, a city in the metropolitan area of Belo Horizonte, the capital of the State of Minas Gerais. The acquisition contributed 60 medical school seats to Afya. FUNIC started its operations in the second semester of 2025.

The aggregate purchase price was R$100,000. The price and payment conditions were: (i) R$60,000, net of the estimated Net Debt, paid in cash on May 7, 2025 and presented in “Acquisition of assets and subsidiaries, net of cash acquired” in the consolidated statements of cash flows; and (ii) R$40,000 payable in three equal annual installments adjusted by 100% of the Brazilian interbank interest rate (“CDI”). FUNIC’s installments are not contingent consideration and therefore are not included in the fair value disclosure. The time value on the deferred installments were recognized as finance expense using the effective interest rate method.

The acquisition includes a potential additional payment for up to 60 medical school seats, contingent upon regulatory approval. If approved by MEC within 36 months from the closing date, an additional payment of R$1,000 per approved seat will become payable. Afya Brazil does not have a legal or constructive obligation at the acquisition date or at any reporting date. Upon approval, the additional seats will give rise to additional licenses, which will be recognized and measured at that time, together with the recognition of the related liability.

Management assessed the aspects of such transaction in accordance with IFRS 3 - Business Combinations and applied the optional ‘concentration test’, designed to simplify the evaluation of whether an acquired set of activities and assets is not a business. Since substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, Management concluded that the transaction does not fall under the definition of a business, but an acquisition of assets, which were measured on initial recognition at cost allocated to identifiable assets and liabilities on a relative fair value basis.

The valuation techniques used to licenses with indefinite useful life, which were the most representative asset acquired, were the With-and-without method, which consists of estimating the fair value of an asset by the difference between the value of this asset in two scenarios: a scenario considering the existence of the asset in question and another considering its non-existence.

2. Material accounting policies

2.1 Basis of preparation

The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and in the basis that it will continue to operate as a going concern.

The unaudited interim condensed consolidated financial statements have been prepared on a historical cost basis, except for contingent consideration that have been measured at fair value.

F-8
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s annual consolidated financial statements as of December 31, 2025.

The primary source of Afya’s revenue is from its interest on the operational companies in Brazil. As result, the Brazilian Real has been determined as the Company’s functional currency.

The unaudited interim condensed consolidated financial statements are presented in Brazilian reais (“R$”), which is the Company’s functional and presentation currency. All amounts are rounded to the nearest thousand.

These unaudited interim condensed consolidated financial statements were approved for issuance by the Board of Directors on May 7, 2026.

2.2 Basis of consolidation

The table below presents a list of the Company’s subsidiaries and associate:

Direct and indirect interest
Name Main activities Location Investment type March 31, 2026 December 31, 2025
(unaudited)
Afya Participações S.A. (“Afya Brazil”) Holding Nova Lima - MG Subsidiary 100% 100%
Instituto Tocantinense Presidente Antônio Carlos Porto S.A. - (“ITPAC Porto”) Undergraduate degree programs Porto Nacional - TO Subsidiary 100% 100%
Instituto Tocantinense Presidente Antônio Carlos S.A. - (“ITPAC Araguaína”) Undergraduate degree programs Araguaína - TO Subsidiary 100% 100%
União Educacional do Vale do Aço S.A. - (“UNIVAÇO”) Medicine undergraduate degree program Ipatinga - MG Subsidiary 100% 100%
IPTAN - Instituto de Ensino Superior Presidente Tancredo de Almeida Neves S.A. (“IPTAN”) Undergraduate degree programs São João Del Rei - MG Subsidiary 100% 100%
Instituto de Educação Superior do Vale do Parnaíba S.A. (“IESVAP”) Undergraduate degree programs Parnaíba - PI Subsidiary 80% 80%
Centro de Ciências em Saúde de Itajubá S.A. (“CCSI”) Medicine undergraduate degree program Itajubá - MG Subsidiary 75% 75%
Instituto de Ensino Superior do Piauí S.A. (“IESP”) Undergraduate and graduate degree programs Teresina - PI Subsidiary 100% 100%
FADEP - Faculdade Educacional de Pato Branco Ltda. (“FADEP”) Undergraduate degree programs Pato Branco - PR Subsidiary 100% 100%
Instituto Educacional Santo Agostinho S.A. (“FASA”) Undergraduate degree programs Montes Claros - MG Subsidiary 100% 100%
Instituto Paraense de Educação e Cultura Ltda. (“IPEC”) Medicine undergraduate degree program Marabá - PA Subsidiary 100% 100%
Sociedade Universitária Redentor S.A. (“UniRedentor”) Undergraduate and graduate degree programs Itaperuna - RJ Subsidiary 100% 100%
Centro de Ensino São Lucas Ltda. (“UniSL”) Undergraduate degree programs Porto Velho - RO Subsidiary 100% 100%
Sociedade de Educação, Cultura e Tecnologia da Amazônia S.A. - (“FESAR”) Undergraduate degree programs Redenção - PA Subsidiary 100% 100%
Centro Superior de Ciências da Saúde Ltda. (“FCMPB”) Medicine undergraduate degree program João Pessoa - PB Subsidiary 100% 100%
Medical Harbour Aparelhos Médico Hospitalares e Serviços em Tecnologia Ltda. (“Medical Harbour”) Educational health and medical imaging Florianópolis - SC Subsidiary 100% 100%
Sociedade Padrão de Educação Superior Ltda. (“UnifipMoc”) Undergraduate degree programs Montes Claros - MG Subsidiary 100% 100%
Companhia Nilza Cordeiro Herdy de Educação e Cultura (“Unigranrio”) Undergraduate and graduate degree programs Duque de Caxias - RJ Subsidiary 100% 100%
Sociedade Educacional e Cultural Sergipe DelRey Ltda. (“DelRey”) Undergraduate degree programs Maceió - AL Subsidiary 100% 100%
Instituição Baiana de Ensino Superior Ltda. (“IBES”) Undergraduate degree programs Salvador - BA Subsidiary 100% 100%
SESSA - Sociedade de Educação Superior do Semi-Árido Ltda. (“SESSA”) Undergraduate degree programs Ribeira de Pombal - BA Subsidiary 100% 100%
Faculdade Masterclass Ltda. (“FUNIC”) (i) Undergraduate degree programs Contagem - MG Subsidiary 100% 100%
União Educacional do Planalto Central S.A. (“UEPC”) Undergraduate degree programs Brasília - DF Associate 30% 30%

(i) See Note 1.

2.3 Changes in accounting policiesand disclosures

New standards, interpretations and amendments issued and adopted bythe Company

The accounting policies adopted in the preparation of the unaudited interim condensed financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2025. Certain amendments apply for the first time in 2026, but do not have significant impacts on the Company’s unaudited interim condensed consolidated financial statements. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

F-9
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- | | 3. | Segment information | | --- | --- |

The Company has three reportable segments as follows:

• Undergraduate, previously denominated Undergrad, 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 provide access, demand and efficiency for the healthcare players.

Segment information is presented consistently with the internal reports provided to the Company's Chief Executive Officer (CEO), which is the Chief Operating Decision Maker (CODM) and is responsible for allocating resources, assessing the performance of the Company's operating segments, and making the Company's strategic decisions.

No operating segments have been aggregated to form the reportable operating segments. There is only one geographic region, and the results are monitored and evaluated based on the three reportable segments.

The tables below present assets and liabilities information for the Company’s operating segments as of March 31, 2026 and December 31, 2025:

As of March 31, 2026 (unaudited) Undergraduate Continuing education Medical practice solutions Total reportable segments Elimination (inter-segment balances) Total
Total assets 9,202,124 257,539 167,961 9,627,624 (2,124) 9,625,500
Current assets 2,027,256 98,603 100,690 2,226,549 (2,124) 2,224,425
Non-current assets 7,174,868 158,936 67,271 7,401,075 - 7,401,075
Total liabilities and equity 9,202,124 257,539 167,961 9,627,624 (2,124) 9,625,500
Current liabilities 1,020,337 116,904 111,850 1,249,091 (2,124) 1,246,967
Non-current liabilities 3,480,419 86,445 25,122 3,591,986 - 3,591,986
Equity 4,701,368 54,190 30,989 4,786,547 - 4,786,547
Other disclosures
Investment in associate (i) 50,607 - - 50,607 - 50,607
Capital expenditures (ii) 18,409 10,963 15,406 44,778 - 44,778

(i) Investment in UEPC is included in non-current assets in the statement of financial position.

(ii) Capital expenditures consider the acquisitions of property and equipment and intangible assets.

As of December 31, 2025 Undergraduate Continuing education Medical practice solutions Total reportable segments Elimination (inter-segment balances) Total
Total assets 8,959,964 245,697 166,238 9,371,899 (13,965) 9,357,934
Current assets 1,765,066 92,221 98,854 1,956,141 (13,965) 1,942,176
Non-current assets 7,194,898 153,476 67,384 7,415,758 - 7,415,758
Total liabilities and equity 8,959,964 245,697 166,238 9,371,899 (13,965) 9,357,934
Current liabilities 689,074 113,729 95,203 898,006 (13,965) 884,041
Non-current liabilities 3,474,357 84,581 23,770 3,582,708 - 3,582,708
Equity 4,796,533 47,387 47,265 4,891,185 - 4,891,185
Other disclosures
Investment in associate (i) 46,518 - - 46,518 - 46,518
Capital expenditures (ii) 38,136 11,310 6,766 56,212 - 56,212

(i) Investment in UEPC is included in non-current assets in the statement of financial position.

(ii) Capital expenditures consider the acquisitions of property and equipment and intangible assets for the three-month period ended March 31, 2025.

F-10
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

The tables below present the statements of income for the Company’s operating segments for the three-month periods ended March 31, 2026 and 2025:

March 31, 2026<br><br> <br>(unaudited) Undergraduate Continuing education Medical practice solutions Total reportable segments Elimination (inter-segment transactions) Total
External customer 892,465 76,822 43,425 1,012,712 - 1,012,712
Inter-segment - 2,124 - 2,124 (2,124) -
Revenue 892,465 78,946 43,425 1,014,836 (2,124) 1,012,712
Cost of services (273,696) (27,367) (15,710) (316,773) 2,124 (314,649)
Gross profit 618,769 51,579 27,715 698,063 - 698,063
SG&A expenses (287,661)
Allowance for expected credit losses (17,843)
Other income 4,871
Other expenses (3,830)
Operating income 393,600
Finance income 53,297
Finance expenses (147,647)
Share of profit of equity-accounted investee, net of tax 4,967
Income before income taxes 304,217
Income taxes expenses (42,454)
Net income 261,763
March 31, 2025<br><br> <br>(unaudited) Undergraduate Continuing education Medical practice solutions Total reportable segments Elimination (inter-segment transactions) Total
--- --- --- --- --- --- ---
External customer 827,372 69,855 39,133 936,360 - 936,360
Inter-segment - 1,248 2,551 3,799 (3,799) -
Revenue 827,372 71,103 41,684 940,159 (3,799) 936,360
Cost of services (250,498) (23,036) (12,904) (286,438) 3,799 (282,639)
Gross profit 576,874 48,067 28,780 653,721 - 653,721
SG&A expenses (264,942)
Allowance for expected credit losses (16,558)
Other income 2,506
Other expenses (2,200)
Operating income 372,527
Finance income 43,481
Finance expenses (138,475)
Share of profit of equity-accounted investee, net of tax 4,285
Income before income taxes 281,818
Income taxes expenses (24,782)
Net income 257,036
F-11
---
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

4.           Cash and cash equivalents

March 31, 2026 December 31, 2025
(unaudited)
Cash and bank deposits 25,796 15,470
Cash equivalents 1,307,070 1,109,911
1,332,866 1,125,381

Cash equivalents correspond to investment funds and Bank Certificates of Deposit (CDB) with highly rated financial institutions, available for immediate use and have an insignificant risk of changes in value.

As of March 31, 2026, the average interest on these investments is equivalent to 101.1% of the CDI rate (December 31, 2025: 101.2%). Cash equivalents denominated in U.S. dollars totaled R$11,913 as of March 31, 2026 (December 31, 2025: R$23,422).

5.           Trade receivables

March 31, 2026 December 31, 2025
(unaudited)
Tuition fees 598,837 596,568
Educational content (i) 48,393 44,679
FIES (ii) 183,873 139,158
Educational credits (iii) 52,636 33,399
Mobile app subscription (iv) 18,493 21,484
Other 20,779 17,226
923,011 852,514
Allowance for expected credit losses (103,469) (100,156)
819,542 752,358
Current 777,975 717,373
Non-current 41,567 34,985

(i) Related to trade receivables from sales of e-books and medical courses through the Continuing education’s platform.

(ii) Related to trade receivables from the FIES program, created by the Brazilian federal government to offer financing to low-income students enrolled in undergraduate programs in private higher education institutions.

(iii) Related to the financing programs offered by the Company’s subsidiaries to its students.

(iv) Related to trade receivables from mobile applications subscriptions for Medical practice solutions.

As of March 31, 2026 and December 31, 2025, the aging of trade receivables was as follows:

March 31, 2026 December 31, 2025
(unaudited)
Neither past due nor impaired 423,626 383,887
Past due:
1 to 30 days 169,065 128,785
31 to 90 days 165,188 165,512
91 to 180 days 87,114 102,369
More than 180 days 78,018 71,961
923,011 852,514
F-12
---
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

The changes in the allowance for expected credit losses for the three-month periods ended March 31, 2026 and 2025, were as follows:

March 31, 2026 March 31, 2025
(unaudited) (unaudited)
Opening balance (100,156) (71,477)
Additions (17,843) (16,558)
Write-offs 14,530 10,784
Closing balance (103,469) (77,251)

6.           Related parties

The tables below summarize the balances and transactions with related parties:

March 31, 2026 December 31, 2025
(unaudited)
Assets
Trade receivables (i) 420 384
Right-of-use assets
RVL Esteves Gestão Imobiliária S.A. 166,859 170,562
UNIVAÇO Patrimonial Ltda. 17,135 17,553
IESVAP Patrimonial Ltda. 27,403 27,970
211,817 216,469
Current 420 -
Non-current 211,397 216,469
Liabilities
Lease liabilities
RVL Esteves Gestão Imobiliária S.A. 200,129 202,513
UNIVAÇO Patrimonial Ltda. 22,528 22,802
IESVAP Patrimonial Ltda. 35,157 35,475
257,814 260,790
Current 9,831 9,447
Non-current 247,983 251,343
March 31, 2026 March 31, 2025
--- --- ---
(unaudited) (unaudited)
Income (expenses)
UEPC (i) 151 221
Depreciation - Right-of-use assets
RVL Esteves Gestão Imobiliária S.A. (3,263) (2,897)
UNIVAÇO Patrimonial Ltda. (418) (396)
IESVAP Patrimonial Ltda. (567) (538)
Lease liabilities payments
RVL Esteves Gestão Imobiliária S.A. (7,928) (6,914)
UNIVAÇO Patrimonial Ltda. (962) (921)
IESVAP Patrimonial Ltda. (1,388) (1,329)
(14,375) (12,790)

(i) Refers to sales of educational content to UEPC.

F-13
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

Key management personnel compensation

Key management personnel compensation included in the Company’s unaudited interim condensed consolidated statements of income and other comprehensive income comprised the following:

March 31, 2026 March 31, 2025
(unaudited) (unaudited)
Short-term employee benefits 4,019 3,835
Share-based compensation plans 6,630 3,655
10,649 7,490

Compensation of the Company’s key management includes short-term employee benefits comprised by salaries, labor and social obligations, and other ordinary short-term employee benefits. The amounts disclosed in the table above are recognized as an expense in selling, general and administrative expenses during the reporting period related to key management personnel. See Note 13 for additional information on the share-based compensation plans.

7.           Other assets

March 31, 2026 December 31, 2025
(unaudited)
Indemnification assets - Note 20 80,917 80,379
Advances 25,612 40,205
Judicial deposits 20,574 19,274
Prepaid expenses 36,940 18,070
Other FIES credits 6,186 6,866
Convertible loans from venture capital investments 16,057 13,240
Dividends 3,600 6,287
Other assets 5,846 4,106
195,732 188,427
Current 66,179 62,947
Non-current 129,553 125,480

8.           Investment in associate

The Company holds a 30% interest in UEPC, a medical school located in the Federal District that offers higher education and post-graduate courses, both in person and long-distance learning. The Company’s interest in UEPC is accounted for using the equity method. The tables below summarize the financial information of the Company’s investment in UEPC:

March 31, 2026 December 31, 2025
(unaudited)
Current assets 29,658 27,686
Non-current assets 117,748 118,550
Current liabilities (31,991) (44,726)
Non-current liabilities (90,670) (90,394)
Equity 24,745 11,116
Company’s share in equity - 30% 7,424 3,335
Goodwill 43,183 43,183
Carrying amount of the investment 50,607 46,518
F-14
---
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- | | | March 31, 2026 | March 31, 2025 | | --- | --- | --- | | | (unaudited) | (unaudited) | | Revenue | 45,197 | 41,229 | | Cost of services | (13,093) | (13,567) | | Selling, general and administrative expenses | (10,675) | (10,569) | | Allowance for expected credit losses | (798) | (1,686) | | Other income | 676 | 1,454 | | Other expenses | (2,259) | (1,651) | | Net finance result | (1,845) | (197) | | Income before income taxes | 17,203 | 15,013 | | Income taxes expenses | (645) | (731) | | Net income | 16,558 | 14,282 | | Company’s share of profit, net of tax | 4,967 | 4,285 |

The movements during the three-month periods ended March 31, 2026 and 2025 are shown below:

March 31, 2026 March 31, 2025
(unaudited) (unaudited)
Opening balance 46,518 54,442
Share of profit, net of tax 4,967 4,285
Dividends received - (5,598)
Dividends receivable - Other assets (878) -
Closing balance 50,607 53,129

The Company tests the recoverability of the carrying amount of the Company’s investment in UEPC at least annually. As of March 31, 2026 and December 31, 2025, no impairment had to be recognized.

9.           Property and equipment

The Company assesses at each reporting date, whether there is an indication that a property and equipment asset may be impaired. If any indication exists, the Company estimates the asset’s recoverable amount. There were no impairment indicatives of property and equipment as of and for the three-month period ended March 31, 2026 and for the year ended December 31, 2025. The following table shows the balances and movements in property and equipment during the three-month periods ended March 31, 2026 and 2025.

F-15
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- | | | Building | Machinery and equipment | Lands | Vehicles | Furniture and fixtures | IT equipment | Library books | Leasehold improvements | Construction in progress | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Cost | | | | | | | | | | | | As of January 1, 2025 | 99,366 | 149,407 | 18,852 | 1,442 | 124,818 | 108,817 | 33,553 | 309,413 | 44,034 | 889,702 | | Additions | 113 | 7,587 | - | - | 7,131 | 4,765 | 380 | 1,159 | 17,342 | 38,477 | | Write-off (i) | - | (85) | - | (319) | (285) | (455) | (80) | - | - | (1,224) | | Transfer | 8,295 | - | - | - | - | - | - | 36,528 | (44,823) | - | | As of March 31, 2025 (unaudited) | 107,774 | 156,909 | 18,852 | 1,123 | 131,664 | 113,127 | 33,853 | 347,100 | 16,553 | 926,955 | | As of January 1, 2026 | 108,502 | 177,983 | 18,852 | 1,007 | 153,283 | 129,731 | 34,651 | 351,462 | 69,186 | 1,044,657 | | Additions | - | 1,769 | - | - | 2,630 | 1,834 | 91 | - | 6,438 | 12,762 | | Write-off (i) | - | (18) | - | - | (638) | (226) | - | - | - | (882) | | Transfer | 1,192 | - | - | - | - | - | - | 6,394 | (7,586) | - | | As of March 31, 2026 (unaudited) | 109,694 | 179,734 | 18,852 | 1,007 | 155,275 | 131,339 | 34,742 | 357,856 | 68,038 | 1,056,537 | | Depreciation | | | | | | | | | | | | As of January 1, 2025 | (13,962) | (45,110) | - | (137) | (28,080) | (41,495) | (21,710) | (80,726) | - | (231,220) | | Depreciation | (1,161) | (4,903) | - | (80) | (3,621) | (4,476) | (772) | (11,479) | - | (26,492) | | Write-off (i) | - | 78 | - | 185 | 168 | 408 | 80 | - | - | 919 | | As of March 31, 2025 (unaudited) | (15,123) | (49,935) | - | (32) | (31,533) | (45,563) | (22,402) | (92,205) | - | (256,793) | | As of January 1, 2026 | (18,924) | (62,426) | - | (140) | (43,014) | (60,464) | (24,632) | (123,572) | - | (333,172) | | Depreciation | (1,198) | (5,201) | - | (70) | (4,276) | (5,369) | (710) | (8,045) | - | (24,869) | | Write-off (i) | - | 14 | - | - | 283 | 223 | - | - | - | 520 | | As of March 31, 2026 (unaudited) | (20,122) | (67,613) | - | (210) | (47,007) | (65,610) | (25,342) | (131,617) | - | (357,521) | | Net book value | | | | | | | | | | | | As of March 31, 2026 (unaudited) | 89,572 | 112,121 | 18,852 | 797 | 108,268 | 65,729 | 9,400 | 226,239 | 68,038 | 699,016 | | As of December 31, 2025 | 89,578 | 115,557 | 18,852 | 867 | 110,269 | 69,267 | 10,019 | 227,890 | 69,186 | 711,485 |

(i) Refers to items written-off as result of lack of expectation of future use, in connection with the Company’s physical inventory procedures.

F-16
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

10.        Intangible assets

Goodwill Licenses with indefinite useful life Trademarks Customer relationships Software Education content Developed technology Educational platform Intangible in progress Other Total
Cost
As of January 1, 2025 1,526,733 3,360,786 182,060 612,827 95,953 108,269 102,523 134,820 27,473 1,055 6,152,499
Additions - - - - - 3,269 2,828 4,198 7,440 - 17,735
Transfer - - - - 27,456 - - - (27,456) - -
As of March 31, 2025 (unaudited) 1,526,733 3,360,786 182,060 612,827 123,409 111,538 105,351 139,018 7,457 1,055 6,170,234
As of January 1, 2026 1,526,733 3,460,415 182,060 612,136 127,760 133,373 112,074 166,070 68,545 1,055 6,390,221
Additions - - - - 2 6,560 573 10,182 14,699 - 32,016
Transfer - - - - 43,422 - - - (43,422) - -
As of March 31, 2026 (unaudited) 1,526,733 3,460,415 182,060 612,136 171,184 139,933 112,647 176,252 39,822 1,055 6,422,237
Amortization
As of January 1, 2025 - - (38,544) (384,684) (41,758) (60,700) (42,635) (51,099) - (290) (619,710)
Amortization - - (1,281) (20,084) (5,740) (5,322) (4,978) (8,955) - (26) (46,386)
As of March 31, 2025 (unaudited) - - (39,825) (404,768) (47,498) (66,022) (47,613) (60,054) - (316) (666,096)
As of January 1, 2026 - - (43,671) (458,862) (66,877) (81,482) (59,376) (91,577) - (396) (802,241)
Amortization - - (1,646) (17,432) (8,072) (5,511) (1,556) (12,635) - (26) (46,878)
As of March 31, 2026 (unaudited) - - (45,317) (476,294) (74,949) (86,993) (60,932) (104,212) - (422) (849,119)
Net book value
As of March 31, 2026 (unaudited) 1,526,733 3,460,415 136,743 135,842 96,235 52,940 51,715 72,040 39,822 633 5,573,118
As of December 31, 2025 1,526,733 3,460,415 138,389 153,274 60,883 51,891 52,698 74,493 68,545 659 5,587,980
F-17
---
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

Impairment testing of goodwill and intangible assets with indefinitelives

The Company performs its annual impairment test in December and when circumstances indicated that the carrying value may be impaired. The Company’s impairment test for goodwill and intangible assets with indefinite lives is based on value-in-use calculations. The key assumptions used to determine the recoverable amount for the different cash-generating units were disclosed in the annual consolidated financial statements for the year ended December 31, 2025. There were no impairment indicatives of goodwill and intangible assets with indefinite lives as of and for the three-month period ended March 31, 2026 and for the year ended December 31, 2025.

Other intangible assets

Intangible assets, other than goodwill and licenses with indefinite useful lives, are valued separately for each acquisition and are amortized during each useful life. The useful lives and methods of amortization of other intangibles are reviewed at each financial year end and adjusted prospectively, if appropriate.

There were no impairment indicatives of intangible assets with finite useful lives as of and for the three-month period ended March 31, 2026 and for the year ended December 31, 2025.

11.        Financial assets and liabilities

11.1. Financial assets
March 31, 2026 December 31, 2025
--- --- ---
At amortized cost (unaudited)
Cash and cash equivalents 1,332,866 1,125,381
Trade receivables 819,542 752,358
Other FIES credits - Other assets 6,186 6,866
Dividends receivable - Other assets 3,600 6,287
2,162,194 1,890,892
Current 2,114,441 1,849,041
Non-current 47,753 41,851
11.2. Financial liabilities
--- ---
March 31, 2026 December 31, 2025
--- --- ---
At amortized cost (unaudited)
Trade payables 134,138 123,581
Loans and financing 2,124,512 2,054,267
Lease liabilities 1,077,075 1,065,746
Accounts payable to selling shareholders 45,340 115,447
Dividends payable 308,332 192
3,689,397 3,359,233
Current 645,161 326,432
Non-current 3,044,236 3,032,801
March 31, 2026 December 31, 2025
--- --- ---
At fair value (unaudited)
Accounts payable to selling shareholders (earn-outs) 3,337 3,337
Accounts payable to selling shareholders (Unidom) 310,990 321,813
314,327 325,150
Current 42,211 24,421
Non-current 272,116 300,729
11.2.1. Loans and financing
--- ---
Financial institution Currency Interest rate Maturity March 31, 2026 December 31, 2025
--- --- --- --- --- ---
(unaudited)
FINEP Brazilian real TJLP p.y. July 2027 - 5,262
IFC Brazilian real CDI + 1.05% p.y. April 2030 530,112 510,672
Commercial notes Brazilian real CDI + 0.70% p.y. October 2028 531,485 512,678
Commercial notes Brazilian real CDI + 0.85% p.y. October 2030 1,062,915 1,025,655
2,124,512 2,054,267
Current 132,099 60,668
Non-current 1,992,413 1,993,599
F-18
---
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- | | 11.2.2. | Leases | | --- | --- |

The Company has property lease contracts with maturities between one and 30 years. There are no contract modification, sublease or variable payments in the period. The remeasurements are related to index-based updates of the lease payments amounts.

The carrying amounts of right-of-use assets and lease liabilities as of March 31, 2026 and December 31, 2025 and the movements during the three-month periods ended March 31, 2026 and 2025 are shown below:

Right-of-use assets Lease liabilities
March 31, 2026 March 31, 2025 March 31, 2026 March 31, 2025
(unaudited) (unaudited) (unaudited) (unaudited)
Opening balance 896,758 842,219 1,065,746 978,336
Additions 3,221 5,593 3,221 5,593
Remeasurement 24,802 17,332 24,802 17,332
Depreciation expense (21,330) (18,877) - -
Interest expense - - 30,211 29,563
Payments of principal - - (13,792) (11,904)
Payments of interest - - (32,200) (29,167)
Write-off (i) (913) (569) (913) (569)
Closing balance 902,538 845,698 1,077,075 989,184
Balances: March 31, 2026 December 31, 2025 March 31, 2026 December 31, 2025
--- --- --- --- ---
(unaudited) (unaudited)
Current - - 55,478 55,772
Non-current 902,538 896,758 1,021,597 1,009,974

(i) Refers to early termination of lease contracts.

The Company recognized lease expenses from short-term leases and low-value assets of R$3,287 and R$2,558 for the three-month periods ended March 31, 2026 and 2025, respectively.

F-19
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- | | 11.2.3. | Accounts payable to selling shareholders | | --- | --- | | | Interest rate | March 31, 2026 | December 31, 2025 | | --- | --- | --- | --- | | | | (unaudited) | | | Accounts payable at amortized cost (deferred consideration) | | | | | DelRey | Selic | - | 71,604 | | FUNIC | CDI | 45,340 | 43,843 | | Accounts payable at fair value (contingent consideration) | | | | | Shosp | - | 454 | 454 | | CardioPapers | - | 2,883 | 2,883 | | Unidom | CDI | 310,990 | 321,813 | | | | 359,667 | 440,597 | | Current | | 57,325 | 110,640 | | Non-current | | 302,342 | 329,957 |

The movements during the three-month periods ended March 31, 2026 and 2025 are shown below:

March 31, 2026 March 31, 2025
(unaudited) (unaudited)
Opening balance 440,597 530,772
Payments of principal (65,005) (65,162)
Payments of interest (28,041) (14,536)
Interest 1,535 4,601
Remeasurement of contingent consideration 10,581 10,666
Closing balance 359,667 466,341
11.3. Fair values
--- ---

The table below compares the carrying amounts and fair values of the Company’s financial instruments, other than those carrying amounts that are reasonable approximation of fair values:

March 31, 2026 (unaudited) December 31, 2025
Carrying amount Fair value Carrying amount Fair value
Financial liabilities
Loans and financing 2,124,512 2,048,448 2,054,267 2,056,492
2,124,512 2,048,448 2,054,267 2,056,492

The Company assessed that the fair values of cash and cash equivalents, trade receivables, other assets, trade payables and accounts payable to selling shareholders approximate their carrying amounts.

The financial instruments for which the fair value are disclosed are based on Level 2 fair value measurement hierarchy. There has been no change in fair value hierarchy from December 31, 2025 to March 31, 2026.

The fair value of interest-bearing loans and financing are determined by using the discounted cash flow (DCF) method using a discount rate that reflects the issuer’s borrowing rate as of the end of the reporting period.

F-20
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- | | 11.4. | Financial instruments risk management objectives and policies | | --- | --- |

The Company’s main financial liabilities comprise loans and financing, lease liabilities, accounts payable to selling shareholders and trade payables. The main purpose of these financial liabilities is to finance the Company’s operations and expansion. The Company’s main financial assets include cash and cash equivalents and trade receivables.

The Company is exposed to market risk, credit risk and liquidity risk. The Company monitors market, credit and liquidity risks in line with the objectives of capital management and counts on the support, monitoring and oversight of the Board of Directors in decisions related to capital management and its alignment with the objectives and risks. The Company’s policy is that no trading of derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees with policies for managing each of these risks, which are summarized below.

11.4.1. Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company’s exposure to market risk is related to interest rate and foreign currency risk. The sensitivity analysis in the following sections relates to the position as of March 31, 2026.

a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s cash equivalents, loans and financing and accounts payable to selling shareholders, with floating interest rates.

Sensitivity analysis

The table below demonstrates the sensitivity to a reasonably possible change in interest on cash equivalents, loans and financing and accounts payable to selling shareholders. With all variables held constant, the Company’s income before income taxes is affected through the impact on floating interest rates, as follows:

March 31, 2026 Index Base rate
(unaudited)
Cash equivalents 1,295,157 CDI 189,930
Loans and financing (2,124,512) CDI (330,092)
Accounts payable to selling shareholders (356,330) CDI (52,202)
Net exposure (192,364)
Increase in basis points
--- --- ---
+75 +150
Net effect on profit before tax (8,893) (17,785)
F-21
---
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

b) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates to cash and cash equivalents denominated in U.S. dollars in the amount of R$11,913 as of March 31, 2026 (December 31, 2025: R$23,422).

Sensitivity analysis

The table below demonstrates the sensitivity in the Company’s income before income taxes of a 10% change in the U.S. dollar exchange rate (R$5.2188 to U.S. dollar 1.00) as of March 31, 2026, with all other variables held constant.

Exposure +10% -10%
Cash equivalents 11,913 1,191 (1,191)
11.4.2. Credit risk
--- ---

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including cash and cash equivalents.

Customer credit risk is managed by the Company based on the established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. See Note 5 for additional information on the Company’s trade receivables.

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within limits assigned to each counterparty.

The carrying amounts of its financial assets are the Company’s maximum exposure to credit risk for the components of the consolidated statements of financial position on March 31, 2026 and December 31, 2025.

11.4.3. Liquidity risk

The Company’s Management has responsibility for monitoring liquidity risk. In order to achieve the Company’s objective, Management regularly reviews the risk and maintains appropriate reserves, including bank credit facilities with first tier financial institutions. Management also continuously monitors projected and actual cash flows and the combination of the maturity profiles of the financial assets and liabilities.

The main requirements for financial resources used by the Company arise from the need to make payments for suppliers, operating expenses, labor and social obligations, loans and financing and accounts payable to selling shareholders.

The tables below summarize the maturity profile of the Company’s financial liabilities based on contractual undiscounted amounts:

As of March 31, 2026 (unaudited) Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Total
Trade payables 134,138 - - - 134,138
Loans and financing 298,139 1,342,808 1,465,786 - 3,106,733
Lease liabilities 181,788 355,918 335,331 1,330,829 2,203,866
Accounts payable to selling shareholders 62,095 143,964 139,018 292,840 637,917
676,160 1,842,690 1,940,135 1,623,669 6,082,654
As of December 31, 2025 Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Total
--- --- --- --- --- ---
Trade payables 123,581 - - - 123,581
Loans and financing 308,292 1,360,411 1,473,733 - 3,142,436
Lease liabilities 178,638 347,847 331,019 1,342,713 2,200,217
Accounts payable to selling shareholders 126,307 131,446 185,821 502,355 945,929
736,818 1,839,704 1,990,573 1,845,068 6,412,163
F-22
---
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- | | 11.5. | Changes in liabilities arising from financing activities | | --- | --- | | | January 1, 2026 | Payments of principal | Payments of interest | Additions and remeasurements | Interest | Other | March 31, 2026 | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | (unaudited) | | Loans and financing | 2,054,267 | (5,254) | (46) | - | 74,779 | 766 | 2,124,512 | | Lease liabilities | 1,065,746 | (13,792) | (32,200) | 28,023 | 30,211 | (913) | 1,077,075 | | Dividends payable | 192 | (1,721) | - | 309,861 | - | - | 308,332 | | | 3,120,205 | (20,767) | (32,246) | 337,884 | 104,990 | (147) | 3,509,919 | | | January 1, 2025 | Payments of principal | Payments of interest | Additions and remeasurements | Interest | Other | March 31, 2025 | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | (unaudited) | | Loans and financing | 2,195,161 | (769) | (44,980) | - | 61,672 | 1,590 | 2,212,674 | | Lease liabilities | 978,336 | (11,904) | (29,167) | 22,925 | 29,563 | (569) | 989,184 | | Dividends payable | - | (3,991) | - | 134,789 | - | - | 130,798 | | | 3,173,497 | (16,664) | (74,147) | 157,714 | 91,235 | 1,021 | 3,332,656 |

The changes in equity arising from financing activities are disclosed in the consolidated statements of changes in equity.

12.        Capital management

For the purposes of the Company’s capital management, capital considers total equity. The primary objective of the Company’s capital management is to maximize shareholder value.

In order to achieve its overall objective, the Company’s capital management, among other things, aims to ensure that it meets financial and non-financial covenants under the debentures and other loans and financing. Breaches in meeting the financial covenants would permit the bank to immediately call loans and financing. There have been no breaches of the financial and non-financial covenants of any loans and financing in the current period and previous years.

No changes were made in the objectives, policies or processes for managing capital during the three-month period ended March 31, 2026.

13.        Labor and social obligations

a) Variable compensation (bonuses)

The bonuses related to variable compensation of employees and management of R$14,091 and R$12,872 are recognized in cost of services and selling, general and administrative expenses in the consolidated statements of income and other comprehensive income for the three-month periods ended March 31, 2026 and 2025, respectively.

b) Afya Limited share-based compensationplans

b.1) Stock options plan

The stock options plan was approved on August 30, 2019, as amended, and granted to senior executives and other employees of the Company from that date.

During the three-month period ended March 31, 2026 the Company had the following grants of stock options to its executives:

March 2026
(unaudited)
Amount 40,000
Exercise price at the measurement date R$60.38
Dividend yield (%) 0%
Expected volatility (%) 28-39%
Risk-free interest rate (%) 13-15%
Expected life of stock options (years) 1-5
Share price at the measurement date R$71.62
Valuation model Binomial
Weighted average fair value at the measurement date R$26.22
F-23
---
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

The table below presents the number and movements in stock options for the three-month periods ended March 31, 2026 and 2025:

Weighted average exercise price<br><br> <br>(in Brazilian Reais) Number of stock options
March 31, 2026 March 31, 2025
(unaudited) (unaudited)
Outstanding at January 1 65.91 1,843,369 1,610,679
Granted 60.38 40,000 -
Exercised 64.65 (31,156) (27,800)
Expired 61.87 (20,000) -
Outstanding at March 31 62.25 1,832,213 1,582,879
Exercisable 62.67 329,063 399,402

The share-based compensation expenses of R$5,324 and R$3,644 are recognized in selling, general and administrative expenses in the consolidated statements of income and other comprehensive income for the three-month periods ended March 31, 2026 and 2025, respectively.

F-24
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

b.2) RestrictedStock Units (RSU) Program

On July 8, 2022, the Company approved the Restricted Stock Units (RSU) program for its employees. The participant's right to effectively receive ownership of the restricted stock units will be conditioned on the participant's continuance as an employee or director in the business group from the grant date until vesting. The executives will be entitled to these shares in a proportion of 10%, 20%, 30%, 40% each year.

The Company accounts for the RSU plan as an equity-settled plan, except for the portion of labor and social securities obligations.

During the three-month period ended March 31, 2026 the Company had the following grants of RSUs to its executives:

March, 2026
(unaudited)
Amount 20,000
Weighted average fair value at the measurement date R$71.62
Vesting period (years) 1-4

The table below presents the number and movements in stock options for the three-month periods ended March 31, 2026 and 2025:

March 31, 2026 March 31, 2025
(unaudited) (unaudited)
Outstanding at January 1 719,718 656,634
Granted 20,000 -
Exercised (4,570) -
Outstanding at March 31 735,148 656,634

Total RSU expenses of R$5,825 and R$3,319 are recognized in selling, general and administrative expenses in the consolidated statements of income and other comprehensive income for the three-month period ended March 31, 2026 and 2025, respectively. Labor and social obligations expenses were R$883 and R$1,008 for the three-month periods ended March 31, 2026 and 2025, respectively.

14.        Equity

Share capital

As of March 31, 2026 and December 31, 2025, the Company’s share capital was R$17 represented by 93,722,831 shares comprised by 55,148,697 class A common shares and 38,574,134 class B common shares. As of March 31, 2026 and December 31, 2025, the Company’s authorized capital was US$50 thousand divided into 1,000,000,000 shares of a nominal value of US$0.00005 each.

Dividends

In the three-month period ended March 31, 2026, CCSI and IESVAP approved the payment of dividends of R$9,936, which R$7,452 was distributed to the Company and R$2,484 to non-controlling shareholders (March 31 2025: R$22,205, which R$17,200 was distributed to the Company and R$5,005 to non-controlling shareholders).

On March 12, 2026, the Company’s Board of Directors approved a dividend distribution in the amount of R$307.377, representing 40% of the Company’s consolidated net income for the year ended December 31, 2025 and a dividend per share of R$3.446838, paid in U.S. dollars on April 6, 2026, to the shareholders on record as of the close of business on March 25, 2026, at the exchange rate (PTAX) published by the Brazilian Central Bank on March 13, 2026.

Treasury shares

On August 13, 2025, the Company’s board of directors approved a new share repurchase program. Under the share repurchase program, Afya may repurchase up to 4,000,000 of its outstanding Class A common shares, in the open market, based on prevailing market prices, or in privately negotiated transactions, beginning from August 15, 2025 until the earlier of the completion of the repurchase or December 31, 2026, depending upon market conditions. During the three-month period March 31, 2026, the Company’s cash outflow was R$69,511.

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| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

The table below illustrates the number and movements in treasury shares during the three-month periods ended March 31, 2026 and 2025:

Number of treasury shares Average price<br><br> <br>(in Brazilian Reais)
Outstanding at January 1, 2025 3,455,538 79.28
Delivered under the share-based compensation plans (27,800) 79.28
Outstanding at March 31, 2025 (unaudited) 3,427,738 79.28
Outstanding at January 1, 2026 3,855,150 79.52
Repurchased 890,830 78.03
Delivered under the share-based compensation plans (34,469) 79.33
Outstanding at March 31, 2026 (unaudited) 4,711,511 79.24

15.        Earnings per shares

The table below presents the basic and diluted earnings per share calculations:

March 31, 2026 March 31, 2025
Numerator (unaudited) (unaudited)
Net income attributable to the owners of the Company 257,019 251,999
Interest on convertible preference shares - 16,666
Profit attributable to equity holders adjusted for the effect of the dilution 257,019 268,665
Denominator
Weighted average number of outstanding shares 89,372,342 90,278,384
Effects of dilution from stock options and restricted stock units 756,879 1,057,400
Effects of dilution from convertible shares - 5,917,888
Weighted average number of outstanding shares adjusted for the effect of dilution 90,129,221 97,253,672
Basic earnings per share (R$) 2.88 2.79
Diluted earnings per share (R$) 2.85 2.76
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| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

16.        Revenue

March 31, 2026 March 31, 2025
(unaudited) (unaudited)
Tuition fees 1,304,694 1,165,751
Other 92,080 81,483
Deductions
Discount and scholarships (214,542) (160,462)
Returns (7,650) (5,797)
Taxes (52,245) (48,829)
PROUNI (109,625) (95,786)
1,012,712 936,360
Timing of revenue recognition
Transferred over time 989,442 914,399
Transferred at a point in time 23,270 21,961

The Company’s revenue from contracts with customers are all in Brazil. The Company is not subject to the payment of the contributions Social Integration Program (Programa de IntegraçãoSocial, or PIS) and the Social Contribution on Revenue (Contribuição para o Financiamento da Seguridade Social, or COFINS) on the revenue from under graduation degrees under the PROUNI program.

The tables below present the revenue for the Company’s operating segments for the three-month periods ended March 31, 2026 and 2025.

Undergraduate Continuing education Medical practice solutions Elimination (inter-segment transactions) March 31, 2026
(unaudited)
Types of services or goods 892,465 78,946 43,425 (2,124) 1,012,712
Tuition fees 887,809 51,576 - - 939,385
Other 4,656 27,370 43,425 (2,124) 73,327
Timing of revenue recognition 892,465 78,946 43,425 (2,124) 1,012,712
Transferred over time 887,809 60,332 43,425 (2,124) 989,442
Transferred at a point in time 4,656 18,614 - - 23,270
Undergraduate Continuing education Medical practice solutions Elimination (inter-segment transactions) March 31, 2025
--- --- --- --- --- ---
(unaudited)
Types of services or goods 827,372 71,103 41,684 (3,799) 936,360
Tuition fees 823,828 45,898 - - 869,726
Other 3,544 25,205 41,684 (3,799) 66,634
Timing of revenue recognition 827,372 71,103 41,684 (3,799) 936,360
Transferred over time 823,828 53,787 40,583 (3,799) 914,399
Transferred at a point in time 3,544 17,316 1,101 - 21,961
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| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

17.        Costs and expenses by nature

March 31, 2026 March 31, 2025
(unaudited) (unaudited)
Payroll (i) (344,432) (309,433)
Hospital and medical agreements (17,678) (18,636)
Depreciation and amortization (93,077) (91,755)
Lease expenses (3,287) (2,558)
Utilities (5,287) (5,410)
Maintenance (28,893) (31,700)
Share-based compensation (11,149) (6,963)
Tax expenses (3,160) (3,244)
Sales and marketing (27,516) (20,827)
Allowance for expected credit losses (17,843) (16,558)
Travel expenses (4,518) (4,824)
Consulting fees (7,361) (6,333)
Other (55,952) (45,898)
(620,153) (564,139)
Cost of services (314,649) (282,639)
Selling, general and administrative expenses (287,661) (264,942)
Allowance for expected credit losses (17,843) (16,558)

(i) Includes the costs of pedagogical services related to the practicing physician who provides practical training and supervision to medical students (preceptors).

18.        Finance result

March 31, 2026 March 31, 2025
(unaudited) (unaudited)
Financial income from cash equivalents 37,887 27,551
Interest earned 13,547 14,532
Other 1,863 1,398
Finance income 53,297 43,481
Interest expense (86,895) (76,939)
Interest expense on lease liabilities (30,211) (29,563)
Interest on educational financing programs (11,609) (10,973)
Financial discounts (11,116) (12,536)
Bank fees (1,460) (1,127)
Exchange variance (1,579) (590)
Other (4,777) (6,747)
Finance expenses (147,647) (138,475)
Net finance result (94,350) (94,994)
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| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

19.        Income taxes

Income taxes are comprised of taxation over operations in Brazil, related to Corporate Income Tax (IRPJ) and Social Contribution on Net Profit (CSLL). According to Brazilian tax legislation, income taxes and social contribution are assessed and paid by legal entity and not on a consolidated basis, except by the requirements of the Pillar Two global minimum tax.

Income taxes expenses

The Company calculates the income taxes expenses using the tax rate that would be applicable to the expected total annual earnings, including the effects of the OECD’s Pillar Two global minimum tax.

The table below presents the reconciliation of income taxes expenses for the three-month periods ended March 31, 2026 and 2025:

March 31, 2026 March 31, 2025
(unaudited) (unaudited)
Income before income taxes 304,217 281,818
Statutory income taxes rate 34% 34%
Income taxes at statutory rate (103,434) (95,818)
Reconciliation adjustments:
Tax effect on loss from entities not subject to taxation (4,142) (8,795)
PROUNI - Fiscal incentive (i) 141,266 131,430
Share of profit of equity-accounted investee, net of tax 1,689 1,457
Unrecognized deferred taxes assets on tax losses (41,362) (38,907)
Recognized deferred taxes (7,876) 7,146
Presumed profit income taxes regime effect (ii) - (189)
Permanent adjustments:
Gifts (1,310) (159)
Sponsorship (225) (270)
Other (759) (379)
Pillar Two (26,358) (23,212)
Other 57 2,914
Income taxes expenses (42,454) (24,782)
Current (34,578) (31,928)
Deferred (7,876) 7,146
Effective rate 14.0% 8.8%

(i) The Company adhered to PROUNI, established by Law 11,096/2005, which is a federal program that exempts companies of paying income taxes and social contribution upon compliance with certain requirements required by this Law.

(ii) Brazilian tax law establishes that companies that generate gross revenues of up to R$78,000 in the prior fiscal year may calculate income taxes as a percentage of gross revenue, using the presumed profit tax regime. The effect of the presumed profit of certain subsidiaries represents the difference between the taxation based on this method and the amount that would be due based on the statutory rate applied to the taxable profit of the subsidiaries.

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| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

Deferred income taxes

The table below shows the balances of deferred tax assets and liabilities as of March 31, 2026 and December 31, 2025:

December 31, 2025 Additions (i) March 31, 2026
(unaudited)
Deferred tax assets
Tax losses carry forward 1,703 256 1,959
Temporary differences:
Allowance for expected credit losses 1,196 (11) 1,185
IFRS 16 - Leases:
Right-of-use assets 56,180 (18,279) 37,901
Lease liabilities (47,232) 15,472 (31,760)
Provision for profit sharing 2,047 (1,335) 712
Provision for legal proceedings and contingencies 7,672 295 7,967
Amortization of intangible assets 44,486 2,003 46,489
Other 67 (53) 14
66,119 (1,652) 64,467
Deferred tax liabilities
Tax benefit from tax deductible goodwill (25,293) (6,224) (31,517)
Fair value remeasurements on business combinations (28,274) - (28,274)
(53,567) (6,224) (59,791)
Deferred tax assets (liabilities), net 12,552 (7,876) 4,676

(i) Recognized in the consolidated statements of income and other comprehensive income.

The deferred tax assets were limited to the expected amount to be recovered, with the corresponding impact recognized in the consolidated statements of income and other comprehensive income.

As of March 31, 2026, the Company had accumulated unrecognized deferred income tax assets on temporary differences and tax losses in the amount of R$1,660,537 of tax-basis (March 31, 2025: R$1,372,592 ) which does not have expectations of future taxable income that could support the recognition as deferred tax assets, except for R$395,320 of tax basis from temporary differences recognized as deferred tax assets as result of expected future taxable income.

20.        Legal proceedings and contingencies

The provisions related to labor, civil and taxes proceedings whose likelihood of loss is assessed as probable are as follows:

Labor Civil Taxes Total
Balances as of January 1, 2025 31,455 25,140 56,926 113,521
Additions 5,018 2,393 2,035 9,446
Reversals and payments (i) (1,958) (2,575) (2,835) (7,368)
Balances as of March 31, 2025 (unaudited) 34,515 24,958 56,126 115,599
Balances as of January 1, 2026 43,729 28,044 56,447 128,220
Additions 3,359 2,527 1,958 7,844
Payments (635) (624) - (1,259)
Reversals (i) (2,024) (738) (211) (2,973)
Balances as of March 31, 2026 (unaudited) 44,429 29,209 58,194 131,832

(i) Includes the reversals of provision for legal proceedings with corresponding indemnification asset.

The major labor proceedings to which the Company is a party were filed by former employees or outsourced service providers seeking enforcement of labor rights allegedly not provided by the Company. The judicial proceedings relate to employment bonds (judicial proceedings filed by former service providers), overtime, premiums for hazardous workplace conditions, statutory severance, fines for severance payment delays, and compensation for workplace-related accidents.

The civil claims to which the Company is a party generally relate to consumer claims, including those related to student complaints.

F-30
| **Afya Limited**<br><br>Notes to the consolidated financial statements<br><br>*Expressed in thousands of Brazilian reais, unless otherwise stated* |

| --- |

The tax claims to which the Company is party are mostly tax foreclosures filed by the Brazilian federal and municipal tax authorities.

There are other civil, labor and taxes proceedings assessed by Management and its legal counsels as possible risk of loss, for which no provisions are recognized, as follows:

March 31, 2026 December 31, 2025
(unaudited)
Labor 37,135 36,818
Civil 59,431 59,145
Taxes 30,328 30,530
126,894 126,493

Under the terms of the Share Purchase and Sale Agreements ("Agreements") between the Company and the selling shareholders of the subsidiaries acquired, the Company assesses that the selling shareholders are exclusively responsible for any provisions (including labor, tax and civil), which are or will be the subject of a claim by any third party, arising from the act or fact occurred, by action or omission, prior to or on the closing dates of the acquisitions.

Considering that the provisions for legal proceedings that result from causes arising from events occurring prior to the closing dates of the acquisitions, any liability for the amounts to be disbursed, in case of their effective materialization in loss, belongs exclusively to the selling shareholders. In this context, the Agreements state that the Company and its subsidiaries are indemnified and therefore exempt from any liability related to said contingent liabilities. Therefore, the provision amounts related to such contingencies are presented in the non-current liabilities and the correspondent amount of R$80,917 (December 31, 2025: R$80,379) is presented in non-current other assets.

21.        Non-cash transactions

During the three-month periods ended March 31, 2026 and 2025, the Company carried out non-cash transactions which are not reflected in the consolidated statements of cash flows. The main non-cash transactions are as follows:

March 31, 2026 March 31, 2025
(unaudited) (unaudited)
Additions and remeasurements of right-of-use assets and lease liabilities 28,023 22,925
Additions (reversals) of provision for legal proceedings with corresponding indemnification asset, net 538 (1,670)
Dividends payable 308,332 130,798

*****

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