Grupo Ser Educacional SaBMFBOVESPA: SEER3

Minutes of the Board of Directors Meeting - Issuance of the 7th series of straight debentures - 03/02/2026

· Issued by Grupo Ser Educacional SA
SER EDUCACIONAL S.A.

Corporate Taxpayer's ID (CNPJ): 04.986.320/0001-13 Company Registry (NIRE): 26.3.0001679-6

MINUTES OF THE BOARD OF DIRECTORS' MEETING HELD ON MARCH 2, 2026
  1. DATE, TIME AND PLACE: On March 2, 2026, at 9:00 a.m., at the

    registered office of SER EDUCACIONAL S.A. ("Company"), in the city of Recife, State of Pernambuco, at Rua Doutor Osvaldo Lima, No. 133, Edifício Garagem S/N, Bairro Derby, CEP 52010-180.

  2. COMPOSITION OF THE BOARD: Chairman: Mr. José Janguiê Bezerra Diniz; Secretary: Nathalie Regnier Côrtes.
  3. SUMMONING AND ATTENDANCE: The formalities of convocation are waived given the presence of all members of the Board of Directors, via telephone conference, as permitted by the Company's Bylaws.
  4. AGENDA: To deliberate on (i) the execution of the 7th (seventh) issuance of simple debentures, not convertible into shares, in a single series, of the unsecured type, of the Company, in the total amount of R$ 250,000,000.00 (two hundred and fifty million reais) ("Issuance" and "Debentures", respectively), pursuant to Law No. 6,404, of December 15, 1976, as in force ("Brazilian Corporate Law"), which will be subject to a public offering under the automatic distribution registration procedure, pursuant to Resolution No. 160 of the Brazilian Securities and Exchange Commission ("CVM"), of July 13, 2022, as in force ("CVM Resolution 160" and "Offering", respectively) and whose main characteristics and conditions will be described in the "Private Instrument of Deed of the 7th (Seventh) Issuance of Simple Debentures, Non-Convertible into Shares, in a Single Series, of the Unsecured Type, for Public Distribution, Under the Automatic Registration Procedure, of Ser Educacional S.A.", to be entered into between the Company and PENTÁGONO S.A. DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS, registered with the

    CNPJ under No. 17.343.682/0001-38, in the capacity of fiduciary agent and representative

    of the group of debenture holders ("Issuance Deed", "Fiduciary Agent" and "Debenture

    Holders", respectively); (ii) authorization for the Company's board of directors and/or their attorneys-in-fact to perform any and all acts necessary to formalize the above resolutions, as well as to execute any and all documents necessary for the implementation and formalization of the Issuance and the Offering, including, but not limited to, the Issuance Deed, the Distribution Agreement (as defined below) and any amendments thereto; (iii) the engagement of a financial institution to intermediate and coordinate the Offering, as well as other service providers related to the execution of the Issuance and the Offering; and (iv) the ratification of all acts already performed by the Company's board of directors and/or their attorneys-in-fact with respect to the above resolutions.

  5. DELIBERATIONS: The members of the Board of Directors, after analysis and discussion of the agenda items, resolved, unanimously and without any restrictions:
    1. to approve the issuance of the Debentures by the Company to enable the Offering, pursuant to CVM Resolution 160, which will have the following main characteristics and conditions:

      1. Debenture Issue Number: the Debentures represent the 7th (seventh) debenture issue of the Company;
      2. Issue Date: For all legal purposes, the issue date of the Debentures will be March 2,

        2026 ("Issue Date");

      3. Total Issue Amount: the total issue amount will be R$250,000,000.00 (two hundred and fifty million reais) on the Issue Date ("Total Issue Amount"); (d) Number of Series: The Issuance will be carried out in a single series;

        1. Number of Debentures: 250,000 (two hundred and fifty thousand) Debentures will be

          issued ("Number of Debentures");

        2. Unit Nominal Value: R$1,000.00 (one thousand reais), on the Issuance Date ("Unit Nominal Value");

        3. Use of Proceeds: The proceeds obtained from the Issuance will be used for the prepayment of debts of the simple debentures of the Issuer's 3rd (third) issuance, issued on August 15, 2022, and the simple debentures of the Issuer's 4th (fourth) issuance,

          issued on October 10, 2023, it being understood that any surplus will be used to strengthen the Issuer's working capital;

        4. Terms and Maturity Dates: subject to the provisions of the Issuance Deed, the Debentures shall have a maturity term of 1,293 (one thousand two hundred and ninety-three) days from the Issuance Date, therefore maturing on September 15, 2029 ("Maturity Date");

        5. Form, Type and Proof of Ownership of the Debentures: the Debentures shall be issued in registered and book-entry form, without the issuance of physical certificates or physical documents, and, for all legal purposes, ownership of the Debentures shall be proven by the statement issued by the registrar and, additionally, with respect to Debentures that are electronically custodied at B3 S.A. - Brasil, Bolsa, Balcão - Balcão B3 ("B3"). Depending on the case, a statement will be issued in the name of the Debenture Holder, which will serve as proof of ownership of such Debentures;
        6. Term and Method of Subscription and Payment: the Debentures shall be subscribed and paid in full, in Brazilian currency, at the Unit Nominal Value, on the first payment date ("First Payment Date"), in accordance with the settlement rules applicable to B3. If any Debenture is paid on a date other than and subsequent to the First Payment Date, the payment shall consider its Unit Nominal Value, plus the Remuneration (as defined below), calculated pro rata temporis from the First Payment Date until the date of its effective payment. The Debentures may be subscribed with a premium or discount, to be defined, at the discretion of the Lead Coordinator, if applicable at the time of subscription of the Debentures, provided that it is applied equally to all Debentures paid on the same date;

        7. Type: The Debentures will be unsecured, pursuant to article 58, caput, of the Brazilian Corporate Law. Therefore, none of the Company's assets will be segregated to guarantee the Debenture Holders in case of judicial or extrajudicial enforcement of the Company's obligations arising from the Debentures and the Issuance Deed;
        8. Convertibility: The Debentures will be simple, that is, not convertible into shares issued by the Company nor exchangeable for shares of another company;
        9. Renegotiation: The Debentures will not be subject to scheduled renegotiation;
        10. Amortization of the outstanding Unit Nominal Value: the outstanding Unit Nominal Value of the Debentures will be amortized semi-annually starting from the Issue Date, after a grace period of 18 (eighteen) months (exclusive) from the Issue Date, with the first installment due on September 15, 2027, and the remaining installments due on each of the respective amortization dates of the Debentures, according to the schedule indicated in the Issuance Deed ("Amortization of the Debentures"), except for events of Early Maturity, Extraordinary Amortization, Total Optional Early Redemption and total early redemption resulting from the Total Early Redemption Offer (as defined below);

        11. Update of the Unit Nominal Value: the Debentures will not have their Unit Nominal Value or balance of the Unit Nominal Value updated monetarily;
        12. Debenture Remuneration: starting from the First Debenture Payment Date, interest corresponding to the accumulated variation of 100% (one hundred percent) of the average daily DI - Interbank Deposits of one day, "over extra group", expressed as a percentage per year, based on 252 (two hundred and fifty-two) Business Days, calculated and published by B3 ("Interbank Deposits Rate"), plus a spread (surcharge) of 1.10% (one and ten hundredths percent) per year, based on 252 (two hundred and fifty-two) Business Days ("Remuneration"), will accrue on the Nominal Unit Value of the Debentures or the balance of the Nominal Unit Value of the Debentures, as the case may be.

        13. Payment of Remuneration: The Remuneration for the Debentures will be paid semi-annually starting from the Issue Date, with the first payment due on September 15, 2026, and the last payment due on the Maturity Date, except in cases of payment resulting from Early Maturity Events, Optional Early Redemption, and total early redemption resulting from the Total Early Redemption Offer provided below ("Remuneration Payment Date").

        14. Optional Acquisition: The Company may, at its sole discretion, subject to acceptance by the respective selling debenture holder and in accordance with the provisions of article 55, paragraph 3, of the Brazilian Corporate Law, article 86 of CVM Resolution 160, CVM Resolution No. 77 of March 29, 2022, as amended, and applicable CVM

          regulations, at any time, acquire Debentures in the secondary market: (i) for a value equal to or less than the outstanding Unit Nominal Value, which must be stated in the management report and the Issuer's financial statements, or (ii) for a value greater than the outstanding Unit Nominal Value ("Optional Acquisition"). The Debentures subject to this procedure may (a) be cancelled; (b) remain in the Company's treasury; or (c) be placed back on the market, in accordance with applicable regulations in each case. Debentures acquired by the Company for retention in treasury, if and when placed back on the market, will be entitled to the same remuneration as the other Debentures that are still in circulation;

        15. Optional Total Early Redemption: The Company may, at its sole discretion, starting from the 12th (twelfth) month (exclusive) from the Debenture Issue Date, redeem all of the Debentures early ("Optional Total Early Redemption"). Upon Total Optional Early Redemption, the amount due by the Company will be equivalent to the Unit Nominal Value or the balance of the Unit Nominal Value of the Debentures, plus the Remuneration, calculated pro rata temporis from the First Payment Date, or the date of payment of the previous Remuneration, as the case may be, until the date of the effective Total Optional Early Redemption, applicable to the Unit Nominal Value or the balance of the Unit Nominal Value, as the case may be, plus charges due and unpaid until the date of Total Optional Early Redemption and a premium equivalent to 0.40% (zero point forty percent) per year, pro rata temporis, based on 252 (two hundred and fifty-two) Business Days, considering the number of Business Days to elapse between the date of the effective Total Optional Early Redemption and the Maturity Date, to be calculated as indicated in the Issuance Deed. The Optional Full Early Redemption must comply with the procedures.

        16. Extraordinary Amortization: The Company may, at its sole discretion, starting from the 12th (twelfth) month (exclusive) from the Debenture Issuance Date, carry out optional extraordinary amortization up to a limit of 98% (ninety-eight percent) of the outstanding Unit Nominal Value ("Extraordinary Amortization"). Upon Extraordinary Amortization, the amount due by the Company will be equivalent to a portion of the Unit Nominal Value or the balance of the Unit Nominal Value of the Debentures to be extraordinarily amortized, plus the Remuneration, calculated pro rata temporis from the First Payment Date, or the Payment Date of the previous Remuneration, as the case may be, until the date of the effective Extraordinary Amortization, applicable to the

          portion of the Unit Nominal Value or the balance of the Unit Nominal Value, as the case may be, plus charges due and unpaid until the date of the Extraordinary Amortization and a premium equivalent to 0.40% (zero point forty percent) per year, pro rata temporis, based on 252 (two hundred and fifty-two) Business Days, considering the number of Business Days to elapse between the date of the effective Extraordinary Amortization and the Maturity Date of the Debentures, to be calculated as indicated in the Deed of Debenture. Issuance. The Extraordinary Amortization must comply with the procedures described in the Issuance Deed;

        17. Total Early Redemption Offer: The Company may, at any time, make an early redemption offer for the Debentures addressed to all Debenture Holders, ensuring that all Debenture Holders have equal conditions to accept the redemption of the Debentures, in accordance with the terms, conditions and procedures set forth in the Indenture ("Total Early Redemption Offer"). The value of the Total Early Redemption Offer due by the Company will be equivalent to the Unit Nominal Value or the balance of the Unit Nominal Value of the Debentures, plus the Remuneration, calculated pro rata temporis from the First Payment Date or the immediately preceding Debenture Remuneration payment date, as the case may be, until the date of actual redemption, plus any early redemption premium, and other charges due and unpaid up to the date of the Total Early Redemption Offer. Partial early redemption offers will not be permitted. The Early Redemption Offer must comply with the procedures described in the Issuance Deed;

        18. Place of Payment: payments due on the Debentures will be made by the Company using the procedures adopted by B3 or, if the Debentures are not electronically held in custody at B3, at the Company's headquarters or through the clearing bank;
        19. Extension of Deadlines: the payment dates of any obligation will be automatically extended to the next Business Day if the due date of the respective obligation coincides with a day on which there is no commercial or banking activity in the city of São Paulo, State of São Paulo and/or in the city of Recife, State of Pernambuco, without any increase in the amounts to be paid, except in cases where payments must be made through B3, in which case there will only be an extension when the payment date of the respective obligation coincides with a Saturday, Sunday or declared national holiday;
        20. Late Payment Charges: without prejudice to the Debenture Remuneration, in the event of late payment by the Company of any pecuniary obligations relating to the Debentures, the overdue and unpaid debts will be increased by default interest of 1% (one percent) per month, calculated pro rata temporis, from the date of default until the date of actual payment, as well as a non-compensatory penalty of 2% (two percent) on the amount due, regardless of notice, notification or judicial or extrajudicial demand, in addition to the expenses incurred for collection ("Late Payment Charges");

        21. Early Maturity: the Debentures will be subject to the automatic and non-automatic

          early maturity scenarios to be defined in the Issuance Deed ("Early Maturity");

        22. Deposit for Electronic Distribution, Trading and Custody: the Debentures will be deposited for: (a) distribution in the primary market through the MDA - Asset Distribution Module, administered and operated by B3, with the distribution of the Debentures being financially settled through B3; and (b) trading in the secondary market through CETIP21 - Securities and Negotiable Instruments, administered and operated by B3, with the trading of the Debentures being financially settled through B3 and the Debentures being electronically custodied at B3;

        (aa) Placement Regime and Distribution Procedure: the Debentures will be subject to public distribution, exclusively to Professional Investors (as defined by CVM Resolution No. 30, of May 11, 2021, as in force), to be registered under the automatic distribution registration procedure, pursuant to Law No. 6,385, of December 7, 1976, as in force, and article 26, item V, subparagraph "a" of CVM Resolution 160, under a firm commitment underwriting regime for the Total Amount of the Issue ("Firm Commitment"), with the intermediation of a financial institution that is part of the securities distribution system ("Lead Coordinator"), in accordance with the terms set forth in the "Coordination, Placement and Public Distribution Agreement, under the Automatic Registration Procedure, of the 7th (seventh) Issue of Simple Debentures, Non-Convertible into Shares, in a Single Series, of the Type Unsecured creditor, under the Firm Placement Guarantee Regime for Public Distribution of Ser Educacional S.A." ("Distribution Agreement");

        (bb) Risk Rating: a risk rating agency will be contracted within the scope of the Offering to assign a rating to the Issue, which must be updated annually in accordance with the Issuance Deed;

        (cc) Breakdown of Unit Nominal Value: Breakdown of the Unit Nominal Value, Debenture Remuneration, and other rights conferred on Debenture Holders will not be permitted, pursuant to Article 59, item IX of the Brazilian Corporate Law; and

        (dd) Other Characteristics of the Issuance and Offering: the other terms and conditions of the Issuance and Offering of the Debentures will be set forth in the Issuance Deed and the Distribution Agreement.

    2. authorize the Company's board of directors and/or their attorneys-in-fact to take all necessary steps to complete the Issuance and Offering, including, but not limited to, the discussion, negotiation, definition of terms, and execution, by the Company, within the scope of the Issuance, of the Issuance Deed, the Distribution Agreement, and other documents necessary for the Issuance and Offering;

    3. to authorize the contracting of a financial institution to intermediate and coordinate the Offering, as well as other service providers related to the execution of the Issuance and the Offering; and

    4. to ratify all acts performed by the Company's board of directors and/or its attorneys-in-fact within the scope of the Issuance and the Offering.

  6. CLOSING: There being nothing further to discuss, the meeting was adjourned for the drafting of these minutes. Upon resumption of the meeting, these minutes were read, found to be correct, approved and drafted in summary form, which was approved by all present and entered into the appropriate book. Recife, March 2, 2026. Board: President

    - José Janguiê Bezerra Diniz; Secretary - Nathalie Regnier Côrtes. Present members of the Board of Directors: José Janguiê Bezerra Diniz, Herbert Steinberg, Francisco Muniz Barreto, Iara de Moraes Xavier Braga, and Flávio César Maia Luz.

  7. CERTIFICATE: I certify that these minutes are a true copy of the minutes recorded in the Book of Minutes of Meetings of the Company's Board of Directors.

Nathalie Regnier Côrtes Secretary

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