Recent Updates — AFYA

Afya Limited filed a 6-K to disclose Exhibit 99.1, a Voting Commitment Agreement dated September 23, 2026, entered into by major shareholders of Afya and YDUQS Participações S.A. The agreement secures shareholder support for the proposed merger of Afya into YDUQS, which is expected to create a broader education group. Key parties include Rose FIP, Chaim Zaher, Bertelsmann, and the Esteves Family. The agreement imposes voting obligations, exclusivity periods, and significant compensatory penalties for breaches, including BRL 100 million for YDUQS shareholders and up to BRL 325 million for Bertelsmann if they fail to vote in favor of the merger or violate transfer restrictions. Afya Limited operates in the education technology sector.

Afya Limited and YDUQS Participações S.A. entered into a merger agreement on September 23, 2026, under which Afya will merge into YDUQS, ceasing to exist as a separate legal entity. Afya shareholders will receive newly issued common shares of YDUQS based on an exchange ratio of 6.408347 YDUQS shares for each Afya share, resulting in Afya shareholders owning 69.0% and YDUQS shareholders owning 31.0% of the combined company on a fully diluted basis. The transaction utilizes a locked-box mechanism with a reference date of June 30, 2026, and is subject to customary conditions including regulatory approvals from CADE and shareholder votes. Afya's Class A common shares will be delisted from Nasdaq, and its SEC reporting obligations will terminate via Form 15 filing.

Afya Limited entered into a binding merger agreement with Yduqs Participações S.A. to combine their Brazilian higher education platforms. Under the transaction, Afya will merge into Yduqs, which becomes the surviving holding company listed solely on Brazil's B3 exchange. Afya shares are delisted from Nasdaq and converted at an exchange ratio of 6.408347 new Yduqs shares per Afya share. Post-transaction ownership is split 69.0% for former Afya shareholders and 31.0% for existing Yduqs shareholders, with Erste WV Gütersloh GmbH (Bertelsmann) holding 47.4%. The deal requires shareholder and antitrust approvals and must close by March 31, 2028. Break-up fees range from R$325 million to R$650 million depending on the stage of breach. Afya Limited operates in the medical education sector in Brazil.

Afya Limited announced that the Brazilian Ministry of Education authorized an increase of 17 medical seats at its AFYA Cruzeiro do Sul campus in Acre, bringing total approved seats at that location to 67. This adjustment raises the company's overall total approved medical seats to 3,785. Afya operates as a leading medical education group and medical practice solutions provider in Brazil.

Afya Limited confirmed that discussions with Yduqs Participações S.A. regarding a potential business combination are at an early stage, following a disclosure by Yduqs on August 24, 2026. No binding agreement or commitment has been entered into, and there is no assurance the talks will result in a transaction. Afya operates as a leading medical education group in Brazil.

Afya Limited filed its unaudited interim condensed consolidated financial statements for the six-month period ended June 30, 2026. The company reported revenue of R$1,984,809 thousand and net income attributable to owners of R$454,137 thousand, compared to R$1,855,760 thousand in revenue and R$424,331 thousand in net income for the same period in 2025. Basic earnings per share increased to 5.10 from 4.69. The company declared dividends totaling R$307,377 thousand during the period. Afya Limited operates in the higher education and medical practice solutions industry.