Afya Limited SEC filings document the company as a foreign private issuer reporting on Form 6-K and presenting financial information in Brazilian reais under IFRS. The filings include unaudited interim and annual consolidated financial statements, operating-result releases and balance-sheet disclosures covering cash, receivables, property and equipment, right-of-use assets, intangible assets, loans and financing, lease liabilities and accounts payable to selling shareholders.
The filing record also documents Afya’s capital-allocation actions, including dividend approvals and share repurchase disclosures, as well as medical-seat authorizations for Brazilian campuses and board-governance changes. These reports connect Afya’s education and medical practice solutions business with formal disclosures on capital structure, liquidity, campus approvals, ownership-related obligations and governance matters.
Afya Ltd's Controller, Santos Welder Ferreira, sold 4,161 Class A Common Shares on October 5, 2026, at $13.30 per share. These were direct holdings; he reported 35,000 Class A Common Shares held directly after the sale. No Rule 10b5-1 plan was reported for the transaction.
Afya Limited's shareholders and YDUQS Participações S.A.'s shareholders entered a voting commitment agreement supporting a merger under which Afya would merge into YDUQS, which would survive. Subject to the merger agreement's conditions, including Antitrust Approval and approval by both companies' shareholders at their respective extraordinary general meetings, Afya shareholders would receive newly issued YDUQS common shares under the agreed exchange ratio.
Both shareholder groups commit to vote in favor and to oppose specified competing actions during the interim period, subject to stated exceptions. The agreement also restricts share transfers, related-party arrangements and competing-transaction discussions. Specified failures to attend or vote, breaches resulting in non-approval, and certain representations-and-warranties breaches can trigger penalties: BRL 100,000,000.00 payable to Afya by a breaching YDUQS shareholder, and BRL 325,000,000.00 multiplied by Bertelsmann's percentage interest in Afya, or BRL 100,000,000.00 for the Esteves Family, payable to YDUQS for specified Afya shareholder breaches. The penalties are not cumulative with the merger agreement's Break-Up Fee.
Afya Ltd (AFYA) entered into a merger agreement with YDUQS Participações S.A. on September 23, 2026. The agreement contemplates Afya merging into YDUQS, which would survive as the Combined Company, subject to conditions precedent. Subject to the agreement’s exclusions and U.S. securities eligibility rules, each Afya common share would entitle its holder to 6.408347 YDUQS common shares, rounded down to a whole share; fractional entitlements are to be settled in cash.
Immediately after closing, Afya shareholders would own 69.0% and YDUQS shareholders 31.0% of the Combined Company on a fully diluted basis. Conditions include CADE approval, corporate approvals at both companies, and no governmental law then in effect that makes the merger illegal or prohibits it. Afya holders who do not qualify for shares under the stated U.S. securities exemption process would receive net cash proceeds from the post-effective-time sale of shares otherwise due to them. The parties set June 30, 2026 as the Locked Box Date; changes in either company’s net debt or working capital after that date do not adjust the exchange ratio.
Afya Limited entered into a binding merger agreement with Yduqs Participações S.A. for a proposed combination in which Afya would merge into Yduqs, with Yduqs surviving as the holding company. Each Afya Class A and Class B share would be canceled and converted into the right to receive newly issued common shares of the combined company at an exchange ratio of 6.408347 shares per Afya share. The ratio reflects the companies’ financial positions as of June 30, 2026, and is subject only to specified arithmetic adjustments.
On a fully diluted basis, Afya shareholders would own 69.0% of the combined company and existing Yduqs shareholders 31.0%; Bertelsmann would hold 47.4%. Completion is subject to shareholder approvals, Brazilian antitrust approval, certain third-party consents, the absence of a material adverse effect and other conditions, and is to occur no later than March 31, 2028, subject to extension provisions. Afya expects to distribute adjusted free cash flow generated from June 30, 2026 until closing. Potential break-up fees are R$325 million before shareholder approval and R$650 million after approval, subject to specified triggers and exceptions. Certain U.S. persons who do not meet the stated eligibility criteria are expected to receive net cash proceeds from a post-closing sale process.
Afya Limited (AFYA) reports that Brazil’s Secretary of Regulation and Supervision of Higher Education of the Ministry of Education authorized an increase of 17 medical seats at ITPAC Cruzeiro do Sul (“AFYA Cruzeiro do Sul”) in Cruzeiro do Sul, Acre. With this authorization, Afya now has 67 medical seats on this campus and a total of 3,785 approved medical seats across its network. The additional seats expand Afya’s regulated capacity in undergraduate medical education and support its positioning as a leading provider of medical education in Brazil.
Afya Ltd (AFYA) reports that it is in early-stage discussions with Yduqs Participações S.A. regarding a potential business combination involving the two companies. Afya highlights that, as of now, no binding agreement, contract, commitment, or obligation has been entered into by either party or their shareholders or management teams.
The company emphasizes that there can be no assurance these preliminary discussions will lead to any agreement or transaction. Afya states it does not intend to comment further on the matter unless required by applicable law or if its Board considers additional disclosure appropriate, and it will inform shareholders of any material developments in line with U.S. securities laws and Nasdaq rules.
Afya Limited reported solid interim results for the six months ended June 30, 2026, with revenue of R$1,984,809 thousand, higher than R$1,855,760 thousand a year earlier. Net income rose to R$463,057 thousand, with net income attributable to owners of the company of R$454,137 thousand. Basic earnings per share reached R$5.10 (diluted R$5.06), compared with R$4.69 (diluted R$4.64) in the prior-year period.
Operating cash generation remained strong, with net cash from operating activities of R$797,839 thousand. Afya invested R$200,760 thousand, mainly in property, equipment and intangibles, and used R$713,605 thousand in financing activities, including R$314,882 thousand of dividends paid and R$133,011 thousand of share repurchases. Cash and cash equivalents were R$1,006,490 thousand at period-end.
The balance sheet shows total assets of R$9,326,633 thousand, equity of R$4,928,820 thousand and loans and financing of R$2,047,895 thousand. The Undergraduate segment remains the core business, contributing most of the R$1,984,809 thousand in consolidated revenue, while Continuing Education and Medical Practice Solutions provide additional growth. Afya benefited from the PROUNI tax incentive and recognized Pillar Two global minimum tax effects, resulting in an effective tax rate of 8.8% for the six-month period.
Afya Limited reported another period of growth for the quarter and first half ended June 30, 2026. For the second quarter, revenue reached R$972.1 million, up 5.7% year over year, while adjusted EBITDA was R$406.5 million, up 1.4%, with margin at 41.8%, down 180 bps. First-half revenue totaled R$1,984.8 million, a 7.0% increase, and adjusted EBITDA reached R$918.0 million, up 2.8%, with margin at 46.2%, down 190 bps.
Net income for the quarter was R$201.3 million, up 14.0%, and basic EPS rose 16.7% to R$2.22. For the first half, net income was R$463.1 million, up 6.8%, and EPS was R$5.10, up 8.6%. Undergraduate revenue in the first half grew 7.4% to R$1,762.2 million, supported by medical school revenue of R$1,499.4 million, a 3.9% increase in medical school net average ticket, and growth in medical (2.7%) and health sciences (18.0%) student bases.
Afya returned R$447.9 million to shareholders in the first half of 2026, including R$314.9 million in dividends and R$133.0 million in share repurchases, equivalent to 106% of first-half free cash flow to equity, while net debt ex-IFRS 16 remained broadly stable at R$1,394.0 million. The company reaffirmed its 2026 guidance, targeting revenue of R$3,950–4,100 million, adjusted EBITDA of R$1,700–1,800 million, and capex of R$340–380 million.
Doma Perpetual LO Equity Master Fund, organized in the Cayman Islands, reports beneficial ownership of 2,719,969 shares of Afya Ltd common stock. This represents 5.14% of Afya’s outstanding common shares. The fund has sole voting and sole dispositive power over all reported shares.
Afya Limited announced that, on July 27, 2026, Marcelo Ken Suhara was appointed Chair Member of its Audit, Risks and Ethics Committee. He already serves as an independent member of the Board of Directors, a member of this committee, and as the Audit Committee financial expert, and will continue in those roles while assuming the chair position.
He succeeds João Paulo Seibel de Faria, the prior chair and independent board member, whose passing prompted the change. Afya’s Board of Directors includes two co-chairmen (one representing Bertelsmann SE & Co. KGaA and one the Esteves family), one additional Esteves family member, two additional Bertelsmann representatives, and three independent members.