Afya CFO exercises RSUs, withholds shares for taxes

Afya Ltd Chief Financial Officer Luis Andre Carpintero Blanco reported routine equity compensation activity involving restricted stock units and related tax withholding.

Rhea-AI Filing Summary

Afya Ltd Chief Financial Officer Luis Andre Carpintero Blanco reported routine equity compensation activity involving restricted stock units and related tax withholding. On May 7, 2026, he exercised derivatives to acquire 23,500 Class A common shares at a conversion price of zero, reflecting RSUs converting into shares on a one-for-one basis. To cover tax obligations, 6,463 Class A common shares were disposed of at $14.41 per share through a tax-withholding mechanism rather than an open-market sale. Following these transactions, he directly owned 68,140 Class A common shares. Footnotes explain that certain RSUs have no expiration date and either fully vested on May 5, 2026 or vest in tranches in May 2027, 2028 and 2029, contingent on continued service.

Insider Trade Summary

23,500 shares exercised/converted

Exercise 5 txns

Insider Blanco Luis Andre Carpintero

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	3,500	$0.00	$0.00
Exercise	Restricted Stock Unit	3,200	$0.00	$0.00
Exercise	Restricted Stock Unit	16,800	$0.00	$0.00
Exercise	Class A Common Share	23,500	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Share	6,463	$14.41	$93K

Holdings After Transaction: Restricted Stock Unit — 31,500 contracts (Direct); Class A Common Share — 68,140 shares (Direct)

Footnotes (3)

1. F1. Restricted stock units (the "RSUs") convert into common shares on a one-for-one basis.
2. F2. The RSUs have no expiration date and vested as to 3,500 shares on May 5, 2026. The remaining RSUs will vest as to 7,000, 10,500 and 14,000 shares on the first day of May in 2027, 2028 and 2029, respectively, subject to the Reporting Person's continued service through the applicable vesting dates.
3. F3. The RSUs have no expiration date and fully vested on May 5, 2026.

Key Figures

Shares acquired via derivative exercise: 23,500 shares Shares withheld for taxes: 6,463 shares at $14.41 Post-transaction holdings: 74,603 shares +3 more

6 metrics

Shares acquired via derivative exercise 23,500 shares Class A common shares from derivative exercises on May 7, 2026

Shares withheld for taxes 6,463 shares at $14.41 Tax-withholding disposition of Class A shares on May 7, 2026

Post-transaction holdings 74,603 shares Class A common shares directly owned after reported transactions

RSUs exercised (derivative transactions) 16,800 + 3,200 + 3,500 units Restricted stock unit exercises converting into Class A common shares

Immediate RSU vesting tranche 3,500 RSUs RSUs vesting on May 5, 2026 under one grant

Future RSU vesting tranches 7,000; 10,500; 14,000 RSUs Vesting on May 1 of 2027, 2028 and 2029, respectively

Key Terms

Restricted stock units, tax-withholding disposition, derivative exercise/conversion, Class A Common Share, +1 more

5 terms

Restricted stock units financial

"Restricted stock units (the "RSUs") convert into common shares on a one-for-one basis."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Class A Common Share financial

"security_title": "Class A Common Share""

vested financial

"The RSUs have no expiration date and vested as to 3,500 shares on May 5, 2026."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Afya (AFYA) CFO Luis Andre Carpintero Blanco report?

Afya’s CFO reported exercising derivatives to acquire 23,500 Class A common shares and a related tax-withholding disposition of 6,463 shares at $14.41. These transactions reflect routine equity compensation activity rather than open-market buying or selling.

How many Afya (AFYA) shares does the CFO hold after these Form 4 transactions?

After the reported activity, the CFO directly owns 74,603 Class A common shares. This figure comes from the Form 4 totals following the derivative exercises and the tax-withholding disposition on May 7, 2026.

What was the purpose of the 6,463 Afya (AFYA) shares disposed of by the CFO?

The 6,463 Class A common shares were withheld at $14.41 per share to satisfy tax obligations tied to equity awards. This disposition is classified as a tax-withholding mechanism, not an open-market sale initiated for portfolio reasons.

How do Afya (AFYA) restricted stock units held by the CFO convert into shares?

The filing states that the CFO’s restricted stock units convert into Afya Class A common shares on a one-for-one basis. When vested and exercised, each RSU delivers one common share to the holder’s direct ownership.

What is the vesting schedule for Afya (AFYA) CFO’s restricted stock units?

One RSU grant fully vested on May 5, 2026, while another vests as to 3,500 shares on that date and then 7,000, 10,500 and 14,000 shares on May 1 of 2027, 2028 and 2029, subject to continued service.

Were Afya (AFYA) CFO’s transactions open-market purchases or sales?

No open-market purchases or sales are reported. The Form 4 shows derivative exercises converting RSUs into 23,500 Class A common shares and a tax-withholding disposition of 6,463 shares, which is a standard method for paying exercise-related taxes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 04:21 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Blanco Luis Andre Carpintero

(Last) (First) (Middle)

C/O AFYA LIMITED

RUA PARAIBA NO.330 17TH FL, FUNCIONARIOS

(Street)

BELO HORIZONTE MINAS GERAIS 30130-917

(City) (State) (Zip)

BRAZIL

(Country)

2. Issuer Name and Ticker or Trading Symbol
Afya Ltd [ AFYA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Share	05/07/2026		M		23,500	A	(1)	74,603	D
Class A Common Share	05/07/2026		F		6,463	D	$14.41	68,140	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	05/07/2026		M			3,500	(2)	(2)	Class A Common Share	3,500	$0	31,500	D
Restricted Stock Unit	(1)	05/07/2026		M			3,200	(3)	(3)	Class A Common Share	3,200	$0	0	D
Restricted Stock Unit	(1)	05/07/2026		M			16,800	(3)	(3)	Class A Common Share	16,800	$0	0	D

Explanation of Responses:

1. Restricted stock units (the "RSUs") convert into common shares on a one-for-one basis.

2. The RSUs have no expiration date and vested as to 3,500 shares on May 5, 2026. The remaining RSUs will vest as to 7,000, 10,500 and 14,000 shares on the first day of May in 2027, 2028 and 2029, respectively, subject to the Reporting Person's continued service through the applicable vesting dates.

3. The RSUs have no expiration date and fully vested on May 5, 2026.

	/s/ Luis Andre Carpintero Blanco	05/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)