VTRU3

Vitru Educação, traded on B3 under the ticker VTRU3 through Vitru Brasil Empreendimentos, Participações e Comércio S.A., is an education holding company predominantly focused on digital higher education in Brazil. Established in 2014 in the city of Rio de Janeiro, it later moved its headquarters to Indaial and subsequently to Florianópolis, in the state of Santa Catarina, consolidating there the hub of its main operations. The company structures its business through a group of subsidiaries dedicated to offering undergraduate, graduate, continuing education, vocational and technical courses, with standout brands such as Uniasselvi and Unicesumar, as well as units focused on digital content like Rede Enem and on academic research and innovation initiatives through the Instituto Cesumar de Ciência, Tecnologia e Inovação (ICETI). Although the holding company was created in 2014, the group brings together institutions with over three decades of activity, which provides a long track record of growth in the private distance-learning segment in the country.

Uniasselvi, one of the pillars of Vitru Educação, was founded in 1999 in Indaial (SC) as a local college focused on in-person higher education courses. In 2004, it obtained university center status, expanding its academic autonomy to open new courses and research programs in various fields. In 2006, it was accredited by the Ministry of Education (MEC) to offer distance-learning courses, gradually adopting a pedagogical model centered on student needs and strongly supported by technology. This move helped the brand gain regional relevance in Southern Brazil and become nationally recognized in the distance-learning (EAD) segment, in which context Vitru consolidated its expansion strategy based on digital education centers (polos) spread across the country.

Starting in 2016, with the entry of financial investors such as Carlyle Group and Vinci Partners into the shareholder structure, Vitru Brasil underwent a strengthening of its governance and strategic repositioning, focusing on expanding distance education on a national scale. The company began investing in business intelligence, marketing planning and the geographic expansion of its network of centers, taking advantage of the new 2017 EAD regulatory framework, which facilitated the accreditation of centers based on institutional quality as measured by MEC. As of 2018, the group became one of the leaders in the private distance higher-education market, considering institutions with at least 95% of their enrolled students in EAD, according to INEP data. In 2020, then controlling shareholder Vitru Limited carried out an initial public offering of shares on Nasdaq, raising funds aimed mainly at inorganic expansion, including the subsequent business combination with Unicesumar.

The acquisition of Unicesumar, completed in May 2022, was a key step in consolidating Vitru Educação as one of the largest digital higher-education groups in the country. Founded in 1989, Unicesumar is headquartered in Paraná and Mato Grosso do Sul, with a strong presence in the Healthcare area, including a Medicine program with seats authorized by MEC, as well as engineering courses and other in-person and distance-learning programs. The transaction, valued at approximately R$ 3.21 billion, combined cash payments, Vitru Limited shares, and additional installments contingent on performance targets and expansion of Medicine seats. After the transaction was completed, Vitru positioned itself as the largest player in number of students enrolled in EAD in Brazil, according to INEP data, reinforcing the centrality of distance education in its revenue-generation model.

Vitru Educação’s business model is centered on a hybrid and digital teaching platform, supported by an extensive network of educational centers operated mostly under partnership arrangements. On December 31, 2024, the company had 2,710 centers and 824,768 enrolled students, 97.5% of whom in distance-learning undergraduate programs. Revenue is heavily concentrated in EAD, which accounted for 71.0% of net revenue in 2024, while on-campus courses represented 22.5% and continuing education 6.5%. EAD undergraduate tuition fees are the main source of revenue, complemented by in-person courses in areas such as Medicine, Engineering, Law and other Health programs, in addition to graduate and specialization programs offered in hybrid, fully online and on-campus formats.

From an operational standpoint, Vitru has structured two large distance-learning platforms under its main brands. Uniasselvi adopts a hybrid model with weekly in-person meetings at centers, conducted by local pedagogical agents, supported by a virtual learning environment based on the Gioconda system and the Leo app. Courses are offered in a hybrid format, with recurring in-person meetings, and in a flex format, with weekly virtual meetings and physical presence required only for exams. Unicesumar, in turn, organizes its offerings into live online classes, supported by recorded conceptual classes, case studies, study groups and in-person tests at centers, using its virtual learning environment and the Studeo app. In both cases, close monitoring by tutors, mediators and moderator professors is considered a core element for student engagement and retention.

Geographically, Vitru Educação has a presence in all Brazilian states and operational centers in 1,439 cities, with a historically strong concentration in the South region, where it holds a significant share of the private EAD market, including a substantial enrollment market share according to the 2023 Higher Education Census. The network extends to both large urban centers and smaller municipalities, including locations with limited access to in-person higher-education institutions. The expansion strategy takes into account minimum demographic criteria — such as cities with more than 40,000 inhabitants — and is supported by proprietary analytical tools, such as heat maps that identify potential demand regions and assist in decisions on opening or relocating centers, as well as in penetration planning for larger-scale markets such as the Southeast region.

From a regulatory standpoint, Vitru Educação’s operations fall within the regulatory framework of Brazil’s federal education system, under the supervision of MEC and agencies such as INEP, CNE, SERES, CONAES and SETEC. The opening and maintenance of courses and centers depend on accreditations, authorizations, recognitions and periodic renewals based on institutional and course evaluations within the Sistema Nacional de Avaliação da Educação Superior (SINAES). The company highlights, for example, the achievement of the highest score in authorization processes for specific EAD courses, such as nursing at Uniasselvi, and its close monitoring of relevant regulatory discussions, such as the current ban on offering Law programs in the EAD modality in Brazil and the suspension of authorization processes in that field. Regulation directly influences the company’s ability to expand its network of centers, its course portfolio and the competitive dynamics among private higher-education institutions.

In the corporate and capital-markets sphere, Vitru Brasil obtained registration as a category B publicly held company in 2023, initially focused on the debt market, and later migrated to category A, allowing its shares to be traded on B3. In 2024, a corporate reorganization was approved involving the reverse merger of the former foreign controlling shareholder, Vitru Limited, with the aim of aligning the listing jurisdiction of the shares with the jurisdiction where operations are concentrated. This move sought to increase the liquidity of the stock, now traded under the ticker VTRU3, and to bring the investor base closer to the Brazilian higher-education market, in which the company operates on a national scale with a predominant focus on tuition-based distance education.