BIED3

Bioma Educação S.A., which until 2025 was known as Bahema Educação S.A. and whose shares were traded on B3 under the ticker BIED3, is now a company focused on private K-12 education in Brazil. Although it began operating in the education segment in 2016, the company traces its origins to a group with more than 70 years of history, founded in 1953 by the Affonso Ferreira family as a trading company for agricultural implements. Over the decades, the former Bahema went through different business cycles, including the manufacturing and resale of machinery and equipment, cattle breeding, fast-food franchise operations and, later, acting as a holding company for minority stakes in listed companies, until reaching its current focus on schools. This process involved successive changes to its corporate name until the consolidation of the Bioma Educação identity, approved at a 2025 shareholders’ meeting, reflecting a strategy clearly geared toward the education sector.

The recent trajectory of then Bahema Educação (BIED3) in the K-12 segment began in 2016, when the Board of Directors approved a shift in focus to investments in private basic education in the country. Starting in 2017, the company launched an acquisition and partnership cycle with leading schools in different states, raising funds through share offerings and, later, convertible debentures. Between 2017 and 2020, the company acquired significant stakes in schools such as Escola da Vila, Escola Parque, Escola Balão Vermelho, Escola Viva, Escola Autonomia, Colégio Apoio, Colégio BIS – Brazilian International School and Escola Mais, as well as investing in convertible debentures issued by these institutions. In 2021 and 2022, this movement continued with the acquisition of Escolas Internacionais de Santa Catarina (later Escola Dual) and the prep course Intergraus, while it consolidated remaining stakes in schools already invested in and discontinued less strategic operations, such as the Bahema Meimei joint venture. In 2023, the company carried out a new capital increase and completed the acquisition of 100% of Escola Mais, disposing of its stake in Colégio BIS, which was the only school in which it did not yet hold full control.

From an operational standpoint, Bioma Educação operates as a group of K-12 schools, focusing on services ranging from early childhood education to high school. The company describes a business model centered on the provision of educational services and related activities, such as extracurricular courses, teacher training and the offer of ancillary services. Revenue is generated mainly from school tuition and educational services, supplemented by operations such as food services, sale of teaching materials, clothing, school transportation, college prep courses and other support activities. Bioma does not break down its revenue into multiple operating segments in its financial statements, making it clear that its sole operating segment is the investment in and operation of schools, with non-operating revenue limited to financial investments held by the holding company and its subsidiaries.

Bioma Educação’s service portfolio covers, in addition to regular schooling, a range of products and solutions associated with the school ecosystem. The schools offer extracurricular activities such as language courses, sports, arts and other areas not covered by the traditional curriculum, as well as exchange programs, educational trips and events throughout the school year. The company also maintains a front dedicated to the continuing education of educators, with online and in-person courses for teachers, coordinators and principals, both from its own schools and from external audiences. This approach broadens the group’s scope beyond the classroom, including administrative support services, training, consulting, assessment and other educational services that aim to strengthen the pedagogical and institutional management of the schools in which it invests.

In the market, Bioma Educação positions itself as a relevant group with national presence within a highly fragmented sector. According to data cited by the company itself, Brazil had around 47.1 million children in basic education in 2024, of which approximately 9.5 million were in private schools, spread across about 42.4 thousand private schools. Bioma notes that, excluding non-profit religious groups, the largest private group holds just over 1.4% of the market, illustrating the degree of fragmentation in the segment. Within this context, Bioma acts as a consolidator of high-end regional schools, with nearly 9 thousand students enrolled at the beginning of 2025, attending institutions located in five states: São Paulo, Rio de Janeiro, Minas Gerais, Pernambuco and Santa Catarina. According to the FRE, the group’s schools tend to have some of the highest tuitions in their cities, which suggests a focus on higher-income segments within private K-12 education.

The commercial dynamics of schools controlled by Bioma Educação follow the typical pattern of the private K-12 sector, with annual enrollment cycles starting around September of the year prior to the academic year. The commercial strategy prioritizes both retention of currently enrolled students and the attraction of new students, combining outreach through digital channels, events and, importantly, word-of-mouth among families. The contractual structure of annual tuition fees, recognized in accounting terms on a pro rata basis over 12 months, reduces major revenue seasonality, although there is some impact on results from provisions for employee vacation pay. On the competitive front, Bioma points out that the main competition comes from smaller family-run schools, especially in early childhood education, where families typically look for closer options with lower tuition, reinforcing the fragmented and local nature of the market in which it operates.

From a regulatory standpoint, Bioma Educação operates within the legal framework governing Brazilian basic education. The company highlights the importance of the Federal Constitution, the National Education Guidelines and Framework Law (LDB) and the National Education Plan (PNE) as regulatory milestones that define the responsibilities of the federal, state and municipal governments and establish guidelines for early childhood, elementary and high school education. The group’s schools depend on accreditation and authorization to operate within state and municipal education systems, through the respective Departments and Councils of Education. The company reports that its schools are duly accredited with State Departments for elementary and high school education, and with Municipal Departments for early childhood education, which is essential for the continuity of operations and the validity of student records issued. In addition, Bioma states that it does not make financial contributions to political parties, candidates or policy-influencing activities.

On environmental, social and governance topics, Bioma Educação states that it currently does not have formalized social and environmental policies or a specific ESG annual report, arguing that the nature of its activities does not generate significant environmental impacts that would justify such instruments. Even so, sustainability is addressed in the company’s Code of Ethics and overseen by the Pedagogical Committee, and some schools incorporate practical initiatives such as carbon-neutral programs. Escola Parque, for example, was recognized by ABNT as the first carbon-neutral school in Brazil for operations in specific units, with its certification renewed for 2024. On the social side, several schools maintain scholarship programs, and the company is a founding associate of Instituto Fandoca, a non-profit organization focused on raising donations to cover ancillary expenses for scholarship students. In terms of governance, Bioma maintains a Code of Ethics and a Transparency Channel for receiving complaints, reinforcing minimum compliance and corporate conduct practices appropriate for a company with shares traded on B3.

Finally, it is relevant for investors to note that all of Bioma Educação’s and its subsidiaries’ revenue is generated in Brazil, and according to the FRE, it has no operations in other countries. The group’s costs are based mainly on services, with low relevance of physical inputs, paper being one of the main items for teaching materials, though with a small weight and increasingly replaced by digital content. In 2024, the company also received a R$ 75 million capital injection in its subsidiary BRJ Educação S.A., which operates schools such as Parque, Balão Vermelho and Centro Educacional Viva, through a private equity fund, which reinforces its growth strategy via third-party capital and a corporate structure with specialized investors. For those tracking BIED3 shares on B3, the FRE portrays a company that has consolidated itself as an operating holding company for K-12 schools, with operations concentrated in major urban centers and positioned in higher tuition brackets within a still highly fragmented market.