Afya (AFYA) vice president exercises RSUs as shares withheld for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Afya Ltd vice president Junior Lelio de Souza reported routine equity compensation activity involving restricted stock units (RSUs). On May 7, 2026, he acquired 16,200 Class A common shares through RSU conversion and delivered 4,455 shares at $14.41 per share to cover tax obligations, a non‑market tax-withholding disposition rather than an open-market sale.

After these transactions, he directly owned 82,200 Class A common shares. The RSUs convert into common shares on a one-for-one basis. Footnotes show 14,200 RSUs vested on May 5, 2026 and 2,000 RSUs also vested, with an additional 18,000 RSUs scheduled to vest in tranches through May 2029, subject to continued service.

Insider Trade Summary

16,200 shares exercised/converted

Mixed 4 txns

Insider Junior Lelio de Souza

Role Vice President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	2,000	$0.00	--
Exercise	Restricted Stock Unit	14,200	$0.00	--
Exercise	Class A Common Share	16,200	$0.00	--
Tax Withholding	Class A Common Share	4,455	$14.41	$64K

Holdings After Transaction: Restricted Stock Unit — 18,000 shares (Direct, null); Class A Common Share — 82,200 shares (Direct, null)

Footnotes (1)

Restricted stock units (the "RSUs") convert into common shares on a one-for-one basis. The RSUs have no expiration date and vested as to 2,000 shares on May 5, 2026. The remaining RSUs will vest as to 4,000, 6,000 and 8,000 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. The RSUs have no expiration date and vested as to 14,200 shares on May 5, 2026. The remaining RSUs will vest on May 1, 2027, subject to the Reporting Person's continued service through the applicable vesting date.

Key Figures

Tax-withholding shares: 4,455 shares at $14.41 Shares acquired via RSU conversion: 16,200 shares Post-transaction holdings: 82,200 shares +3 more

6 metrics

Tax-withholding shares 4,455 shares at $14.41 Shares delivered to cover tax liability on May 7, 2026

Shares acquired via RSU conversion 16,200 shares Class A common shares acquired through derivative exercise on May 7, 2026

Post-transaction holdings 82,200 shares Class A common shares directly owned after transactions

RSUs vested lot 1 14,200 RSUs RSUs that vested on May 5, 2026 and convert 1:1 to shares

RSUs vested lot 2 2,000 RSUs RSUs that vested on May 5, 2026 and convert 1:1 to shares

Remaining RSUs 18,000 RSUs RSUs scheduled to vest 4,000/6,000/8,000 shares in 2027–2029

Key Terms

Restricted stock units, tax-withholding disposition, derivative security, vest

4 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 security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vest financial

"The RSUs have no expiration date and vested as to 2,000 shares on May 5, 2026."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Form 4 Insider Transactions: What Each Field Means →

05/11/2026 - 04:20 PM

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^*

Junior Lelio de Souza

(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)
	Vice President

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Share	05/07/2026		M		16,200	A	⁽¹⁾	82,200	D
Class A Common Share	05/07/2026		F		4,455	D	$14.41	77,745	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	05/07/2026		M			2,000	⁽²⁾	⁽²⁾	Class A Common Share	2,000	$0	18,000	D
Restricted Stock Unit	⁽¹⁾	05/07/2026		M			14,200	⁽³⁾	⁽³⁾	Class A Common Share	14,200	$0	15,200	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 2,000 shares on May 5, 2026. The remaining RSUs will vest as to 4,000, 6,000 and 8,000 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 vested as to 14,200 shares on May 5, 2026. The remaining RSUs will vest on May 1, 2027, subject to the Reporting Person's continued service through the applicable vesting date.

	/s/ Lelio de Souza Junior	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Afya (AFYA) vice president Junior Lelio de Souza report?

He reported RSU-related transactions, acquiring 16,200 Class A common shares via RSU conversion and delivering 4,455 shares at $14.41 each to satisfy tax obligations. These events are compensation-related and not open-market purchases or sales.

How many Afya Class A shares does the vice president hold after these Form 4 transactions?

Following the May 7, 2026 transactions, Junior Lelio de Souza directly holds 82,200 Afya Class A common shares. This figure reflects RSU conversions into shares and the shares delivered back to the company to cover tax liabilities.

Were any Afya shares sold on the open market in this Form 4 filing?

No open-market sales were reported. The 4,455 Class A common shares at $14.41 per share were surrendered as a tax-withholding disposition, meaning they were delivered to satisfy tax obligations tied to equity awards, not sold to public investors.

What are the key details of the restricted stock units (RSUs) reported by Afya’s vice president?

The RSUs convert into Class A common shares on a one-for-one basis. Footnotes state 14,200 RSUs and 2,000 RSUs vested in early May 2026, with remaining RSUs vesting in annual tranches through May 2029, subject to continued service.

How many Afya restricted stock units remain outstanding for the vice president?

After the reported vesting events, 18,000 RSUs remain outstanding. According to the footnotes, these units are scheduled to vest as 4,000, 6,000 and 8,000 shares on the first day of May 2027, 2028 and 2029, contingent on continued service.

What do the transaction codes F and M mean in this Afya Form 4 filing?

Code M indicates an exercise or conversion of a derivative security, here RSUs converting into Class A shares. Code F represents a tax-withholding disposition, where 4,455 shares were delivered at $14.41 each to cover tax liabilities on the equity award.