COGN3

Cogna Educação S.A., traded on B3 under the ticker COGN3, is one of the largest private education organizations in Brazil, founded in 1966 in the city of Belo Horizonte (MG). The company began as a preparatory course for college entrance exams, with a structured teaching approach and comprehensive support for candidates, and quickly expanded into the K-12 Education segment with the creation of Colégios Pitágoras in 1971. Over the following decades, it developed a replicable management model for implementing and operating educational units in different locations, including standardized training for teachers and managers. In the 1980s, it began providing educational services within large companies and managing schools with thousands of students. Its entry into higher education took place in 2001, with the creation of the first Pitágoras college in Belo Horizonte, marking the beginning of a national-scale strategy in this segment.

Its trajectory as a publicly traded company began in 2007, when then Kroton Educacional S.A. carried out its initial public offering on B3, listing units under the code KROT11 and allocating the proceeds to expand its higher education operations. Between 2008 and 2014, the company consolidated a prominent position through organic growth and an intense acquisition agenda, including Grupo IUNI in 2010, Universidade Norte do Paraná (Unopar) in 2011 and, later, the combination with Anhanguera Educacional, approved by CADE in 2014. These transactions significantly strengthened its distance learning (EAD) platform, expanding its network of learning centers in hundreds of municipalities and consolidating a scalable nationwide operating model. In 2012, the company migrated its listing to B3’s Novo Mercado under the ticker KROT3, reflecting an evolution in its governance structure.

Starting in 2018, the group underwent a broad restructuring. The holding company “Saber” was created, focused on K-12 Education, with significant acquisitions such as Centro Educacional Leonardo Da Vinci (CELV), Somos Educação and Colégio Lato Sensu, consolidating a robust portfolio of educational solutions and schools. In 2019, the Cogna Educação brand was launched as a corporate holding company to organize different business verticals, with redesigned governance and the creation of thematic committees for audit, risk, strategy, people, governance, finance and M&A. In 2020, Cogna carried out a follow-on offering of common shares, raising significant funds, and completed the IPO of its subsidiary Vasta on Nasdaq, dedicated to K-12 Education with a focus on teaching systems and B2B and B2G solutions. In the following years, the company reshaped its portfolio, selling Saber’s school operations to Grupo Eleva, reinforcing a more asset-light model, and structuring KrotonMed, a vertical focused on medical education.

Cogna’s current business model is organized into three main fronts: Kroton, Vasta and Saber. Kroton concentrates its Higher Education operations, with B2C and B2B2C activities, offering undergraduate, lato sensu and stricto sensu graduate courses, technical, vocational, extension, prep and language courses, both on-site and via distance learning. In 2024, the higher education network had more than one hundred own campuses in all Brazilian states, with well-known brands such as Universidade de Cuiabá (UNIC), UNIME, Uniderp, Unopar and Anhanguera, as well as more than 3,000 EAD learning centers across the country. The vertical also includes KrotonMed, dedicated to medical education and health-related courses, supported by laboratory infrastructure and hybrid learning models.

Vasta and Saber structure Cogna’s presence in K-12 Education, focusing on curricular solutions, content, educational technology and the supply of learning materials. Vasta operates mainly in B2B and B2G markets for private schools and public networks, through a multi-brand platform of teaching systems and materials that includes brands such as Anglo, pH, Maxi, Pitágoras, Ético, Rede Cristã de Educação and PAR, covering all stages from Early Childhood Education to High School. Its offering includes printed and digital books, assessment resources, ongoing teacher training, pedagogical support and digital tools such as Plurall and Plurall Maestro, which allow performance monitoring, interaction between students, teachers and administrators, and content customization. The company also operates with complementary solutions such as English Stars (English teaching), O Líder em Mim (socioemotional and leadership development), MindMakers (computational thinking) and Matific (math platform), and operates the Livro Fácil e-commerce platform and the Start Anglo bilingual school franchise.

The Saber vertical aggregates businesses focused on supplying textbooks and learning materials to the public sector, mainly through the Programa Nacional do Livro e do Material Didático (PNLD – National Textbook and Teaching Materials Program) and other official contracts. The company sells textbooks and supplementary reading materials to the federal government and offers solutions such as Acerta Brasil, aimed at learning reinforcement in public schools. Additionally, it maintains language course operations through the Red Balloon and Reds brands, focused on English teaching for children and teenagers. Its recent strategy includes divestments in areas less aligned with the asset-light model, such as the sale of Higher Education and technical book operations (SETS) in 2024, while expanding its activities in products and services for state and municipal education departments, in line with the growth of the B2G segment.

In terms of markets served, Cogna generates practically all its revenue in Brazil, serving a diverse audience that ranges from children in Early Childhood Education to adults in graduate and continuing education programs. In Higher Education, its focus is mainly on middle, lower-middle and low-income students, offering flexible course formats to reconcile study and work, with a strong emphasis on EAD and hybrid models. In private K-12 Education, the company serves schools with different pedagogical profiles and income brackets, offering everything from traditional teaching systems to bilingual solutions and specific programs for socioemotional and technology skills. In the public segment, it supplies textbooks and learning materials, educational assessments, digital platforms and teacher training to government entities, expanding its client base across states and municipalities.

Cogna’s operations are subject to an extensive regulatory framework, especially in Higher Education, under the supervision of the Ministry of Education (MEC) and bodies such as the Secretariat for Higher Education Regulation and Supervision (Seres) and the Secretariat for Higher Education (Sesu). The opening, accreditation, reaccreditation and offering of on-site and distance-learning courses depend on federal authorizations, which involve quality parameters, institutional assessment and compliance with the rules of the National Education Guidelines and Framework Law (LDB). In K-12 Education, the company operates within public policies that include the National Education Plan and federal programs such as PNLD, in addition to state and municipal regulations for contracts with public school networks. The regulatory environment influences the expansion of EAD learning centers, the offering of undergraduate and graduate courses and participation in textbook distribution programs.

From a governance and ESG practices standpoint, Cogna adopts a structure with a mostly independent Board of Directors and multiple specialized committees, reflecting its profile as a holding company listed on B3’s Novo Mercado, with common shares COGN3. The company has undergone successive governance reorganizations with the entry of institutional investors and the intensification of mergers and acquisitions. In 2022, it was included in B3 sustainability indices such as ISE, ICO2 and IGPTW, signaling its focus on environmental, social and people management issues. On the social front, its main contribution is tied to expanding access to higher and K-12 education through scalable models, especially EAD, and to developing digital educational solutions used by public and private schools throughout the country.

In terms of financial performance by segment, the group shows a revenue concentration in the Kroton vertical, which accounted for more than 60% of consolidated net revenue in 2024, followed by Vasta and Saber. This distribution reinforces the central role of higher education in cash generation and Cogna’s economic profile, while highlighting the strategic relevance of K-12 Education as an adjacent growth platform in content, technology and educational services solutions. The combination of a large student base in higher education, a broad portfolio of teaching systems and participation in public programs positions the company as one of the main educational conglomerates in the Brazilian market, with shares actively traded on B3 and direct exposure to income, employment and student financing policy cycles in the country.