Afya Ltd
For the period ended Mar 31, 2026. Filed May 7, 2026.
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Mar 31, 2026 · Filed May 7, 2026
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Contents
EX-99.1 · Sensitivity analysis
Sensitivity analysis
The table below demonstrates the sensitivity to a reasonably possible change in interest on cash equivalents, loans and financing and accounts payable to selling shareholders. With all variables held constant, the Company’s income before income taxes is affected through the impact on floating interest rates, as follows:
| March 31, 2026 | Index | Base rate | |
|---|---|---|---|
| (unaudited) | |||
| Cash equivalents | 1,295,157 | CDI | 189,930 |
| Loans and financing | (2,124,512) | CDI | (330,092) |
| Accounts payable to selling shareholders | (356,330) | CDI | (52,202) |
| Net exposure | (192,364) | ||
| Increase in basis points | ||
|---|---|---|
| +75 | +150 | |
| Net effect on profit before tax | (8,893) | (17,785) |
Afya LimitedNotes to the consolidated financial statementsExpressed in thousands of Brazilian reais, unless otherwise stated
b) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates to cash and cash equivalents denominated in U.S. dollars in the amount of R$11,913 as of March 31, 2026 (December 31, 2025: R$23,422).
Sensitivity analysis
The table below demonstrates the sensitivity in the Company’s income before income taxes of a 10% change in the U.S. dollar exchange rate (R$5.2188 to U.S. dollar 1.00) as of March 31, 2026, with all other variables held constant.
| Exposure | +10% | -10% | |
| Cash equivalents | 11,913 | 1,191 | (1,191) |
|---|
| 11.4.2. | Credit risk |
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including cash and cash equivalents.
Customer credit risk is managed by the Company based on the established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. See Note 5 for additional information on the Company’s trade receivables.
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within limits assigned to each counterparty.
The carrying amounts of its financial assets are the Company’s maximum exposure to credit risk for the components of the consolidated statements of financial position on March 31, 2026 and December 31, 2025.
| 11.4.3. | Liquidity risk |
The Company’s Management has responsibility for monitoring liquidity risk. In order to achieve the Company’s objective, Management regularly reviews the risk and maintains appropriate reserves, including bank credit facilities with first tier financial institutions. Management also continuously monitors projected and actual cash flows and the combination of the maturity profiles of the financial assets and liabilities.
The main requirements for financial resources used by the Company arise from the need to make payments for suppliers, operating expenses, labor and social obligations, loans and financing and accounts payable to selling shareholders.
The tables below summarize the maturity profile of the Company’s financial liabilities based on contractual undiscounted amounts:
| As of March 31, 2026 (unaudited) | Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | Total |
|---|---|---|---|---|---|
| Trade payables | 134,138 | - | - | - | 134,138 |
| Loans and financing | 298,139 | 1,342,808 | 1,465,786 | - | 3,106,733 |
| Lease liabilities | 181,788 | 355,918 | 335,331 | 1,330,829 | 2,203,866 |
| Accounts payable to selling shareholders | 62,095 | 143,964 | 139,018 | 292,840 | 637,917 |
| 676,160 | 1,842,690 | 1,940,135 | 1,623,669 | 6,082,654 |
| As of December 31, 2025 | Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | Total |
|---|---|---|---|---|---|
| Trade payables | 123,581 | - | - | - | 123,581 |
| Loans and financing | 308,292 | 1,360,411 | 1,473,733 | - | 3,142,436 |
| Lease liabilities | 178,638 | 347,847 | 331,019 | 1,342,713 | 2,200,217 |
| Accounts payable to selling shareholders | 126,307 | 131,446 | 185,821 | 502,355 | 945,929 |
| 736,818 | 1,839,704 | 1,990,573 | 1,845,068 | 6,412,163 |
Afya LimitedNotes to the consolidated financial statementsExpressed in thousands of Brazilian reais, unless otherwise stated
| 11.5. | Changes in liabilities arising from financing activities |
| January 1, 2026 | Payments of principal | Payments of interest | Additions and remeasurements | Interest | Other | March 31, 2026 | |
|---|---|---|---|---|---|---|---|
| (unaudited) | |||||||
| Loans and financing | 2,054,267 | (5,254) | (46) | - | 74,779 | 766 | 2,124,512 |
| Lease liabilities | 1,065,746 | (13,792) | (32,200) | 28,023 | 30,211 | (913) | 1,077,075 |
| Dividends payable | 192 | (1,721) | - | 309,861 | - | - | 308,332 |
| 3,120,205 | (20,767) | (32,246) | 337,884 | 104,990 | (147) | 3,509,919 | |
| January 1, 2025 | Payments of principal | Payments of interest | Additions and remeasurements | Interest | Other | March 31, 2025 | |
|---|---|---|---|---|---|---|---|
| (unaudited) | |||||||
| Loans and financing | 2,195,161 | (769) | (44,980) | - | 61,672 | 1,590 | 2,212,674 |
| Lease liabilities | 978,336 | (11,904) | (29,167) | 22,925 | 29,563 | (569) | 989,184 |
| Dividends payable | - | (3,991) | - | 134,789 | - | - | 130,798 |
| 3,173,497 | (16,664) | (74,147) | 157,714 | 91,235 | 1,021 | 3,332,656 | |
The changes in equity arising from financing activities are disclosed in the consolidated statements of changes in equity.
- Capital management
For the purposes of the Company’s capital management, capital considers total equity. The primary objective of the Company’s capital management is to maximize shareholder value.
In order to achieve its overall objective, the Company’s capital management, among other things, aims to ensure that it meets financial and non-financial covenants under the debentures and other loans and financing. Breaches in meeting the financial covenants would permit the bank to immediately call loans and financing. There have been no breaches of the financial and non-financial covenants of any loans and financing in the current period and previous years.
No changes were made in the objectives, policies or processes for managing capital during the three-month period ended March 31, 2026.
- Labor and social obligations
a) Variable compensation (bonuses)
The bonuses related to variable compensation of employees and management of R$14,091 and R$12,872 are recognized in cost of services and selling, general and administrative expenses in the consolidated statements of income and other comprehensive income for the three-month periods ended March 31, 2026 and 2025, respectively.
b) Afya Limited share-based compensation plans
b.1) Stock options plan
The stock options plan was approved on August 30, 2019, as amended, and granted to senior executives and other employees of the Company from that date.
During the three-month period ended March 31, 2026 the Company had the following grants of stock options to its executives:
| March 2026 | |
|---|---|
| (unaudited) | |
| Amount | 40,000 |
| Exercise price at the measurement date | R$60.38 |
| Dividend yield (%) | 0% |
| Expected volatility (%) | 28-39% |
| Risk-free interest rate (%) | 13-15% |
| Expected life of stock options (years) | 1-5 |
| Share price at the measurement date | R$71.62 |
| Valuation model | Binomial |
| Weighted average fair value at the measurement date | R$26.22 |
Afya LimitedNotes to the consolidated financial statementsExpressed in thousands of Brazilian reais, unless otherwise stated
The table below presents the number and movements in stock options for the three-month periods ended March 31, 2026 and 2025:
| Weighted average exercise price (in Brazilian Reais) · Number of stock options | |||
|---|---|---|---|
| March 31, 2026 | March 31, 2025 | ||
| (unaudited) · (unaudited) | |||
| Outstanding at January 1 | 65.91 | 1,843,369 | 1,610,679 |
| Granted | 60.38 | 40,000 | - |
| Exercised | 64.65 | (31,156) | (27,800) |
| Expired | 61.87 | (20,000) | - |
| Outstanding at March 31 | 62.25 | 1,832,213 | 1,582,879 |
| Exercisable | 62.67 | 329,063 | 399,402 |
The share-based compensation expenses of R$5,324 and R$3,644 are recognized in selling, general and administrative expenses in the consolidated statements of income and other comprehensive income for the three-month periods ended March 31, 2026 and 2025, respectively.
Afya LimitedNotes to the consolidated financial statementsExpressed in thousands of Brazilian reais, unless otherwise stated
b.2) Restricted Stock Units (RSU) Program
On July 8, 2022, the Company approved the Restricted Stock Units (RSU) program for its employees. The participant's right to effectively receive ownership of the restricted stock units will be conditioned on the participant's continuance as an employee or director in the business group from the grant date until vesting. The executives will be entitled to these shares in a proportion of 10%, 20%, 30%, 40% each year.
The Company accounts for the RSU plan as an equity-settled plan, except for the portion of labor and social securities obligations.
During the three-month period ended March 31, 2026 the Company had the following grants of RSUs to its executives:
| March, 2026 | |
|---|---|
| (unaudited) | |
| Amount | 20,000 |
| Weighted average fair value at the measurement date | R$71.62 |
| Vesting period (years) | 1-4 |
The table below presents the number and movements in stock options for the three-month periods ended March 31, 2026 and 2025:
| March 31, 2026 | March 31, 2025 | |
|---|---|---|
| (unaudited) | (unaudited) | |
| Outstanding at January 1 | 719,718 | 656,634 |
| Granted | 20,000 | - |
| Exercised | (4,570) | - |
| Outstanding at March 31 | 735,148 | 656,634 |
Total RSU expenses of R$5,825 and R$3,319 are recognized in selling, general and administrative expenses in the consolidated statements of income and other comprehensive income for the three-month period ended March 31, 2026 and 2025, respectively. Labor and social obligations expenses were R$883 and R$1,008 for the three-month periods ended March 31, 2026 and 2025, respectively.
- Equity
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