COGN3 Cogna

Cogna Educação S.A., traded on B3 under the ticker COGN3, is one of the largest private education organizations in Brazil, with origins dating back to 1966 in the city of Belo Horizonte (MG). The company began as a preparatory course for university entrance exams, with a structured teaching approach and full support for candidates, and quickly expanded into the K-12 segment with the creation of Colégios Pitágoras in 1971. Over the following decades, it developed a replicable management model for setting up 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.

The publicly traded trajectory began in 2007, when the then Kroton Educacional S.A. carried out its initial public offering on B3, listing units under the code KROT11 and allocating the proceeds to expansion in higher education. Between 2008 and 2014, the company consolidated a leading position through organic growth and an intense acquisition agenda, including Grupo IUNI in 2010, Universidade Norte do Paraná (Unopar) in 2011 and, later, the merger with Anhanguera Educacional, approved by CADE in 2014. These transactions significantly strengthened the distance learning (EAD) platform, expanding the network of hubs 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 improvements 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 major acquisitions such as Centro Educacional Leonardo Da Vinci (CELV), Somos Educação and Colégio Lato Sensu, which consolidated a robust portfolio of educational solutions and schools. In 2019, the Cogna Educação brand was launched as a corporate holding 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 listed its subsidiary Vasta on Nasdaq, dedicated to K-12 Education with a focus on learning systems and B2B and B2G solutions. In subsequent 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 major fronts: Kroton, Vasta and Saber. Kroton concentrates the Higher Education operations, with B2C and B2B2C activities, offering undergraduate, lato and stricto sensu graduate programs, technical, open, extension, preparatory and language courses, both in-person and distance learning. In 2024, the higher education network had more than a hundred own units 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 distance learning hubs distributed throughout the country. The vertical also includes KrotonMed, dedicated to medical education and courses in health-related fields, supported by laboratory infrastructure and hybrid learning models.

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

The Saber vertical aggregates businesses focused on supplying textbooks and teaching materials to the public sector, mainly through the Programa Nacional do Livro e do Material Didático (PNLD, Brazil’s 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 remedial learning support in public schools. Additionally, it maintains language course operations through the Red Balloon and Reds brands, focused on teaching English to children and teenagers. Recent strategy includes divestments in areas with lower alignment to the asset-light model, such as the sale in 2024 of Higher Education and technical book operations (SETS), while expanding its presence in products and services for state and municipal education departments, in line with the expansion of the B2G segment.

In terms of markets served, Cogna concentrates virtually all of its revenue in Brazil, catering to a diverse audience ranging from children in Early Childhood Education to adults in graduate and continuing education programs. In Higher Education, the focus is mainly on lower-middle, middle and low-income students, offering courses in flexible formats to reconcile study and work, with a strong emphasis on distance learning and hybrid models. In private K-12, the company serves schools with different pedagogical profiles and income brackets, offering everything from traditional learning systems to bilingual solutions and specific programs for socio-emotional and technological skills. In the public segment, it supplies textbooks and teaching 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 extensive regulation, especially in Higher Education, under the oversight of the Ministry of Education (MEC) and bodies such as the Higher Education Regulation and Oversight Secretariat (Seres) and the Higher Education Secretariat (Sesu). The opening, accreditation, re-accreditation and offering of in-person and distance learning programs depend on federal authorizations that involve quality parameters, institutional evaluation and compliance with the National Education Guidelines and Framework Law (LDB). In K-12 Education, the company is part of public policies that include the National Education Plan and federal programs such as the PNLD, in addition to state and municipal regulations for contracts with public school networks. The regulatory environment influences the expansion of distance learning hubs, the offering of undergraduate and graduate programs 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 M&A activity. In 2022, it became part of B3 sustainability indices such as ISE, ICO2 and IGPTW, signaling its focus on environmental, social and people management topics. On the social front, its main contribution is related to expanding access to higher and K-12 education through scalable models, especially distance learning, and to developing digital educational solutions used by public and private schools across the country.

In terms of financial performance by segment, the group’s revenue is concentrated 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 Cogna’s cash generation and economic profile, while also highlighting the strategic relevance of K-12 Education as an adjacent growth platform in content, technology and educational services. The combination of a large student base in higher education, a broad portfolio of learning systems and participation in public programs positions the company as one of the leading education conglomerates in the Brazilian market, with actively traded shares on B3 and direct exposure to the cycles of income, employment and student financing policies in the country.