Grupo Ser Educacional SaBMFBOVESPA: SEER3

Minutes of Board of Directors Meeting - Approval of 4Q25 Financial Statements

· Issued by Grupo Ser Educacional SA
Date, hour and venue: March 25, 2026, at 10:00 a.m., at the office of Ser Educacional

S.A. ("Company"), in the City of Recife, State of Pernambuco, at Dr. Osvaldo Lima Street,

N.o 133, Edf. Garagem S/N, Derby, Recife/PE, ZIP CODE 52010-180.

Chairman and Secretary: Mr. José Janguiê Bezerra Diniz - Chairman; and Ms. Nathalie Regnier Côrtes - Secretary. Call: the previous call was released as all the Company's Board of Directors' members attended to the meeting, under the terms of article 16, paragraph 5, of the Company's Bylaws. Participants: all Company's Board of Directors' members, all Company's Oversight Board's members and Representative of the Independent Auditors, PriceWaterhouseCoopers Auditores Independentes, which meeting was partially attended by these members by conference call, as set forth in article 16, paragraph 1, of the Company's Bylaws. Summarized Minutes: the minutes was authorized and drafted as summary, as provided for in paragraphs 1 and 2, of article 130, of the Brazilian Corporate Law. Agenda: To examine, discuss and vote, in accordance with article 16, "f", of the Company's Bylaws: (i) the directors' accounts, the Management Report and the Financial Statements for the fiscal year ended December 31, 2025; (ii) the allocation of net income recorded in the fiscal year ended December 31, 2025; and (iii) the distribution of the amount corresponding to 30% of the net income for the fiscal year ended December 31, 2025, as dividends. Resolutions: after reading, analysis and discussion of the matters included in the Agenda, the following resolutions were undertaken, by unanimous decision, without exceptions, the board members approved the proposal to be ratified at the General Shareholders' Meeting to be held on April 27, 2026:
  1. approve, the accounts of the Board of Directors and Executive Board, the Management Report and the Financial Statements for the year ended December 31, 2025, accompanied by the reports issued by Non-statutory Audit Committee, by PriceWaterhouseCoopers Auditores Independentes, the Company's Independent Auditors, and by the Oversight Board;
  2. approve, (ii.a) the allocation of the net income for the fiscal year ended December 31, 2025, in the amount of two hundred and fourteen million, four hundred and thirty-six thousand, fifty-five reais and twenty-three cents (R$ 214,436,055.23); (ii.b) the allocation of 5% of the net income to the legal reserve, in the amount of ten million, seven hundred and twenty-one thousand, eight hundred and two reais and seventy-six cents (R$ 10,721,802.76); and, (ii.c) the retained earnings reserve, in the amount of one hundred and forty-two million, five hundred and ninety-nine thousand, nine hundred and seventy-six reais and forty-seven cents (R$ 142,599,976.47), according to the Executive Board's Proposal which is the Annex to these minutes, validated by the Presiding Board, to be filed at the Company's headquarters;
  3. approve, the distribution of dividends in the amount of sixty-one million, one hundred and fourteen thousand, two hundred and seventy-six reais (R$ 61,114,276.00), corresponding to R$ 0.478897072 per share of the Company, ad referendum of the Annual General Meeting that will deliberate on the approval of the accounts of the fiscal year to end on December 31, 2025, under the terms and conditions presented to the Board of Directors on this date, in accordance with the Board of Directors' Proposal, which is the Annex to these minutes, to be paid in two installments, based on the shareholding position as of April 6, 2026, on April 30, 2026 and May 29, 2026;

  4. authorize the Company's Executive Board and/or attorneys indicated by the Company to undertake all measures and enter into all documents deemed necessary to implement the resolutions undertaken in items (i), (ii) and (iii) above. Closing: With nothing else to address, the Chairman offered the floor to whoever wished to take it, closed the discussion and adjourned the meeting for the drafting of the minutes, which, when the meeting was resumed, was read, approved and signed by all attending members and subsequently signed by the Directors who attended to the meeting by conference call. Attending Directors: Messrs. José Janguiê Bezerra Diniz, Iara de Moraes Xavier Braga, Herbert Steinberg, Flávio César Maia Luz and Francisco Muniz Barreto. Certificate: This counterpart is a true copy of the original counterpart drafted in the

    Company's Book of Minutes

    Recife, March 25, 2026.

    José Janguiê Bezerra Diniz Signature: Chairman

    Nathalie Regnier Côrtes Signature: Secretary

    ANNEX

    SER EDUCACIONAL S.A. CNPJ 04.986.320/0001-13 NIRE 26.3.0001679-6 Publicly-Held Company

    Executive Board's Proposal

    Allocation of Net Profit for the Year Ended December 31, 2025 and 2026 Capital Budget

    Dear Directors,

    The Executive Board of Ser Educacional S.A., for the purposes set forth in article 196, of Law 6404/76, with the wording given by Law 10303/01 (Brazilian Corporate Law), in accordance with the Company's Bylaws, submits for consideration of the Directors, at the Board of Directors' Meeting, this Proposal for Allocation of Net Profit for the year ended December 31, 2025 and the Capital Budget for the year ended 2026.

    The Company's net income for the fiscal year ended December 31, 2025, was two hundred and fourteen million, four hundred and thirty-six thousand, fifty-five reais and twenty-three cents (R$ 214,436,055.23), to be allocated as follows:

    1. Allocation of 5% of the net income to the legal reserve, in the amount of ten million, seven hundred and twenty-one thousand, eight hundred and two reais and seventy-six cents (R$ 10,721,802.76);

    2. Distribution of dividends in the amount of sixty-one million, one hundred and fourteen thousand, two hundred and seventy-six reais (R$ 61,114,276.00),

      corresponding to R$0.478897072 per common share of the Company, to be paid in two installments, based on the shareholding position as of April 6, 2026, on April 30, 2026 and May 29, 2026. Consequently, the shares will be traded "ex-dividends"

      from April 7, 2026, inclusive;

    3. Allocation of one hundred and forty-two million, five hundred and ninety-nine thousand, nine hundred and seventy-six reais and forty-seven cents (R$ 142,599,976.47) for the constitution of the retained earnings reserve based on the capital budget, presented below, in view of the provisions of article 196 of the Brazilian Corporations Law;

    4. Investment Plan and Capital Budget for the Fiscal Year 2026:

2026 Capital Budget

Use of Resources (R$)

Machinery, equipment, tools, laboratories and libraries

19,664,397.56

IT (hardware and software) and intangible assets

42,510,199.53

Buildings and facilities

98,251,725.37

Working capital

197,462,531.71

Total investments estimated for 2026

357,888,658.17

Budget term: through the Shareholders' Meeting held to approve the accounts for

the year ending December 31, 2026.

In addition, we inform that such proposed allocation is reflected in the Financial Statements prepared by the Company's Management, which shall be widely disclosed under the terms of applicable legislation.

In view of the abovementioned, we recommend the approval of the allocation of net profit for the year ended December 31, 2025 and the capital budget.

Recife, March 25, 2026.

Jânyo Janguiê Bezerra Diniz

Rodrigo Macedo Alves

João Albérico Porto de Aguiar

Adriano Lisboa de Azevedo

Simone Bérgamo

Earlier from Grupo Ser Educacional Sa

All Grupo Ser Educacional Sa news releases