Vasta Platform (NASDAQ: VSTA) tender offer ends with Cogna at 97.29%

Rhea-AI Filing Summary

Cogna Educação S.A. has reported the final results of its tender offer for all outstanding Class A common shares of Vasta Platform Limited, excluding those it already held. Equiniti Trust Company, LLC advised that approximately 15,526,020 Class A shares were validly tendered and not withdrawn, representing about 97.21% of Vasta’s outstanding Class A shares, with additional Notices of Guaranteed Delivery for 12,855 shares. Cogna has accepted these shares for payment and expects to pay a total of U.S.$77.7 million on December 15, 2025, excluding fees and expenses. After these purchases, Cogna will own about 97.29% of the outstanding Class A shares and intends to delist Vasta from Nasdaq, deregister the shares, and pursue a merger, scheme of arrangement, or compulsory acquisition at the offer price for remaining shareholders.

Insights

M&A and corporate actions analyst

Cogna’s tender offer secures over 97% of Vasta, setting up a take-private process.

Cogna Educação S.A. has effectively completed its bid to acquire nearly all of Vasta Platform Limited’s free‑float by accepting approximately 15,526,020 Class A shares into its tender offer, representing about 97.21% of outstanding Class A shares. The total cash outlay for these tendered shares is disclosed as U.S.$77.7 million, excluding related fees and expenses, with settlement expected on December 15, 2025.

Following these purchases, Cogna will hold about 97.29% of Vasta’s outstanding Class A shares, giving it near‑total control of the company’s equity. This ownership level typically allows a controlling shareholder to initiate corporate steps that materially change the company’s status in public markets, subject to applicable law.

Cogna states that, after the offer is consummated, it intends to delist Vasta’s Class A shares from Nasdaq and deregister them under the Exchange Act, and, under Cayman Islands law requirements, to pursue either a statutory merger, a court‑sanctioned scheme of arrangement, or a compulsory acquisition at the same offer price for remaining shareholders. These steps, if implemented, would transition Vasta from a U.S.‑listed company to a controlled, non‑listed entity, with remaining holders cashed out through one of the specified mechanisms.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO
(RULE 14d-100)

Tender Offer Statement
under
Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

(Amendment No. 5)

VASTA PLATFORM LIMITED

(Name of Subject Company (Issuer))

COGNA EDUCAÇÃO S.A.

(Name of Filing Person (Offeror))

Class A Common Shares, par value U.S.$0.00005 per share (Title of Class of Securities)

KYG9440A1094
(ISIN of Class of Securities)

G9440A109
(CUSIP Number of Class of Securities)

Cogna Educação S.A.
Rua dos Guajajaras, No. 591, 4th Floor, Room 1, Bairro de Lourdes,
Belo Horizonte, Minas Gerais, 30.180-101
Brazil
Attention: Frederico da Cunha Villa, Chief Financial Officer

Telephone: +55 (11) 3133-7309

(Name, address and telephone number of person authorized to receive notices and
communications on behalf of the filing persons)

With copies to:

Manuel Garciadiaz
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☒ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)

EXPLANATORY NOTE

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Cogna Educação S.A., a company organized under the laws of the Federative Republic of Brazil (the “Purchaser”), on September 17, 2025, subsequently amended and restated on September 24, 2025 and further amended on October 16, 2025, October 29, 2025 and November 28, 2025 (“Schedule TO”), relating to the tender offer by the Purchaser for any and all of the outstanding Class A Common Shares, par value U.S.$0.00005 per share (the “Class A Common Shares” or the “Securities”) of Vasta Platform Limited, a Cayman Islands exempted company (the “Company”), traded on the Nasdaq Global Select Market (“NASDAQ”), excluding those Class A Common Shares held, directly or indirectly, by the Purchaser, upon the terms and subject to the conditions set forth in the Offer to Purchase (as amended or supplemented from time to time, the “Offer to Purchase”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO. The Offer to Purchase and the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, together, as amended or supplemented from time to time, constitute the “Offer”. Unless otherwise defined herein, capitalized terms used in this Schedule TO shall have the meaning given to them in the Offer to Purchase.

Only those items amended are reported in this Amendment No. 5. Except as amended hereby to the extent specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase, and the other exhibits to the Schedule TO remains unchanged and is hereby expressly incorporated into this Amendment No. 5 by reference. This Amendment No. 5 should be read with the Schedule TO and the Offer to Purchase.

Unless otherwise defined herein, capitalized terms used in this Amendment No. 5 shall have the meaning given to them in the Offer to Purchase.

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Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

On December 11, 2025, the Purchaser issued a press release announcing the final results of the Offer, which expired at 5:00 p.m., New York City time, on December 10, 2025. A copy of the press release is incorporated by reference herein as Exhibit (a)(1)(iv) to the Schedule TO.

Equiniti Trust Company, LLC, the tender agent for the Offer, has advised The Purchaser that a total of approximately 15,526,020 Class A Common Shares were validly tendered into the Offer and not validly withdrawn, representing approximately 97.21% of the outstanding Class A Common Shares. In addition, Notices of Guaranteed Delivery have been delivered for 12,855 Class A Common Shares. As of the Expiration Date, all conditions to the Offer have been satisfied or waived. The Purchaser has accepted for payment, and expects to pay on December 15, 2025, an aggregate amount of U.S.$77.7 million for all such Class A Common Shares validly tendered and not validly withdrawn, in accordance with the terms of the Offer (excluding fees and other expenses related to the Offer). After giving effect to the purchase of the Class A Common Shares in the Offer, The Purchaser will own 97.29% of the outstanding Class A Common Shares.

Following the consummation of the Offer, The Purchaser intends to (i) cause all Class A Common Shares to be delisted from the NASDAQ and deregistered under the Securities Exchange Act of 1934 and (ii) subject to applicable requirements under the laws of the Cayman Islands, conduct either a statutory merger, a court-sanctioned scheme of arrangement or a compulsory acquisition at the Offer Price for the Class A Common Shares held by any remaining holders.

Item 12. Exhibits

Item 12 and the Exhibit Index of the Schedule TO are hereby amended and supplemented by adding the following exhibit:

(a)(1)(iv) Press Release issued by the Purchaser with respect to the announcement of final results of the Offer.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated December 11, 2025				COGNA EDUCAÇÃO S.A.
				By:	/s/ Roberto Valério Neto
					Name:	Roberto Valério Neto
					Title:	Chief Executive Officer
				By:	/s/ Frederico da Cunha Villa
					Name:	Frederico da Cunha Villa
					Title:	Chief Financial and Investor Relations Officer

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EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(i)*	Amended and Restated Offer to Purchase, dated September 24, 2025 (incorporated by reference to Exhibit (a)(1)(i) to the Schedule TO filed by Purchaser on September 24, 2025).
(a)(1)(ii)*	Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(ii) to the Schedule TO filed by Purchaser on September 17, 2025).
(a)(1)(iii)*	Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(iii) to the Schedule TO filed by Purchaser on September 17, 2025).
(a)(1)(iv)*	Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Securities Intermediaries (incorporated by reference to Exhibit (a)(1)(iv) to the Schedule TO filed by Purchaser on September 17, 2025).
(a)(1)(v)*	Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Securities Intermediaries (incorporated by reference to Exhibit (a)(1)(v) to the Schedule TO filed by Purchaser on September 17, 2025).
(a)(1)(vi)*	Form of Withdrawal Letter (incorporated by reference to Exhibit (a)(1)(vi) to the Schedule TO filed by Purchaser on September 17, 2025).
(a)(1)(vii)*	Summary Advertisement (incorporated by reference to Exhibit (a)(1)(vii) to the Schedule TO filed by Purchaser on September 17, 2025).
(a)(5)(i)*	Press Release issued by the Purchaser with respect to the announcement of the Offer (incorporated by reference to Exhibit (a)(5)(i) to the Schedule TO filed by Purchaser on September 17, 2025).
(a)(5)(ii)*	Press Release issued by the Purchaser with respect to the extension of the expiration date of the Offer (incorporated by reference to Exhibit (a)(5)(ii) to the Schedule TO filed by Purchaser on October 16, 2025).
(a)(5)(iii)*	Press Release issued by the Purchaser with respect to the second extension of the expiration date of the Offer (incorporated by reference to Exhibit (a)(5)(iii) to the Schedule TO filed by Purchaser on October 29, 2025).
(a)(5)(iv)	Press Release issued by the Purchaser with respect to the announcement of final results of the Offer.
(b)	Not applicable.
(c)	Not applicable.
(d)*	Dealer Manager Agreement, dated as of September 17, 2025, by and between the Purchaser and Itau BBA USA Securities, Inc., as the Dealer Manager (incorporated by reference to Exhibit (d) to the Schedule TO filed by Purchaser on September 17, 2025).
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.
107*	Filing Fee Exhibit.

* Previously Filed

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FAQ

What does Cogna’s latest Schedule TO amendment disclose about the Vasta (VSTA) tender offer?

It discloses the final results of Cogna Educação S.A.’s tender offer for Vasta Platform Limited’s Class A common shares, including the number of shares tendered, total ownership after the offer, expected payment date, and intended next steps such as delisting and a follow‑on transaction for remaining shareholders.

How many Vasta Platform Limited Class A shares were tendered in Cogna’s offer?

Equiniti Trust Company, LLC advised Cogna that approximately 15,526,020 Class A common shares were validly tendered into the offer and not validly withdrawn, representing about 97.21% of the outstanding Class A common shares, with additional Notices of Guaranteed Delivery for 12,855 shares.

How much will Cogna pay for the Vasta shares tendered in the offer?

Cogna states that it has accepted the tendered Class A common shares for payment and expects to pay an aggregate of U.S.$77.7 million for all such shares that were validly tendered and not validly withdrawn, excluding fees and other expenses related to the offer.

What percentage of Vasta’s Class A shares will Cogna own after the tender offer?

After giving effect to the purchase of the Class A common shares in the offer, Cogna indicates it will own approximately 97.29% of the outstanding Class A common shares of Vasta Platform Limited.

When did Cogna’s tender offer for Vasta shares expire and when is payment expected?

The offer expired at 5:00 p.m., New York City time, on December 10, 2025. Cogna states that it expects to pay the aggregate consideration for the validly tendered and not validly withdrawn shares on December 15, 2025.

What does Cogna plan to do with Vasta Platform Limited after the tender offer?

Cogna indicates that, following consummation of the offer, it intends to cause all Class A common shares to be delisted from Nasdaq and deregistered under the Exchange Act, and, subject to Cayman Islands law, to conduct either a statutory merger, a court‑sanctioned scheme of arrangement, or a compulsory acquisition at the offer price for any remaining holders.

What new exhibit was added in this Amendment No. 5 to the Schedule TO?

The amendment adds Exhibit (a)(1)(iv), described as a press release issued by Cogna with respect to the announcement of the final results of the offer, which is incorporated by reference into the Schedule TO.