Afya CEO exercises 59K shares, 16K withheld for tax

Afya Ltd Chief Executive Officer Gibbon Virgilio Deloy Capobianco reported a set of equity compensation transactions involving Class A common shares and restricted stock units (RSUs) on May 7, 2026.

Rhea-AI Filing Summary

Afya Ltd Chief Executive Officer Gibbon Virgilio Deloy Capobianco reported a set of equity compensation transactions involving Class A common shares and restricted stock units (RSUs) on May 7, 2026.

He exercised derivative awards to acquire a total of 59,000 Class A common shares, and a separate transaction shows 16,225 shares withheld at $14.41 per share to cover tax obligations, a non-market “F” code disposition. Following these transactions, he directly owns 151,223 Class A common shares and indirectly holds 200,000 Class A common shares through GIBBOAT OVERSEAS LTD, which he solely owns and controls. Footnotes state that RSUs convert into common shares on a one-for-one basis, have no expiration date, and either fully vested on May 5, 2026 or will vest in annual tranches from 2027 to 2029 subject to his continued service.

Insider Trade Summary

59,000 shares exercised/converted

Exercise 6 txns

Insider Gibbon Virgilio Deloy Capobianco

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	9,000	$0.00	$0.00
Exercise	Restricted Stock Unit	18,000	$0.00	$0.00
Exercise	Restricted Stock Unit	32,000	$0.00	$0.00
Exercise	Class A Common Share	59,000	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Share	16,225	$14.41	$234K
holding	Class A Common Share	--	--	--

Holdings After Transaction: Restricted Stock Unit — 81,000 contracts (Direct); Class A Common Share — 151,223 shares (Direct); Class A Common Share — 200,000 shares (Indirect, By GIBBOAT OVERSEAS LTD)

Footnotes (4)

1. F1. Restricted stock units (the "RSUs") convert into common shares on a one-for-one basis.
2. F2. GIBBOAT OVERSEAS LTD is solely owned and controlled by the Reporting Person.
3. F3. The RSUs have no expiration date and vested as to 9,000 shares on May 5, 2026. The remaining RSUs will vest as to 18,000, 27,000 and 36,000 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.
4. F4. The RSUs have no expiration date and fully vested on May 5, 2026.

Key Figures

Derivative exercises: 59,000 shares Tax-withholding disposition: 16,225 shares at $14.41 Direct holdings after transactions: 151,223 shares +4 more

7 metrics

Derivative exercises 59,000 shares Class A common shares acquired via exercise on May 7, 2026

Tax-withholding disposition 16,225 shares at $14.41 Shares withheld to cover tax obligations, code F

Direct holdings after transactions 151,223 shares Class A common shares directly owned following transactions

Indirect holdings via GIBBOAT OVERSEAS LTD 200,000 shares Class A common shares held through entity solely owned and controlled by CEO

RSU conversion ratio 1:1 Restricted stock units convert into common shares on a one-for-one basis

RSU vesting date (full tranche) May 5, 2026 Certain RSUs fully vested on this date

Future RSU vesting years 2027, 2028, 2029 Remaining RSUs vest annually, subject to continued service

Key Terms

Restricted stock units, tax-withholding disposition, Class A Common Share, indirect ownership, +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

"Payment of exercise price or tax liability by delivering securities"

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.

Class A Common Share financial

"security_title": "Class A Common Share""

indirect ownership financial

"direct_or_indirect": "I", "nature_of_ownership": "By GIBBOAT OVERSEAS LTD""

vested financial

"fully vested on May 5, 2026"

FAQ

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

What insider transactions did Afya (AFYA) CEO report on May 7, 2026?

Afya’s CEO reported exercising derivative awards for 59,000 Class A common shares and a tax-withholding disposition of 16,225 shares at $14.41 per share. These actions reflect equity compensation activity rather than open-market buying or selling of stock.

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

After the reported transactions, the CEO directly owns 151,223 Afya Class A common shares. He also indirectly holds 200,000 Class A common shares through GIBBOAT OVERSEAS LTD, an entity he solely owns and controls according to the filing’s footnote disclosures.

Were Afya (AFYA) CEO’s Form 4 transactions open-market sales or tax withholding?

The filing shows an “F” code tax-withholding disposition of 16,225 shares at $14.41 per share, used to satisfy tax obligations. There is no “S” code open-market sale, indicating these shares were not sold in the market but withheld by the issuer.

What does the 59,000 Afya (AFYA) share exercise by the CEO represent?

The 59,000 Class A common shares reflect exercises or conversions of derivative awards, coded “M” in the Form 4. Footnotes explain that restricted stock units convert into common shares on a one-for-one basis, so these transactions represent equity compensation becoming ordinary shares.

What are the key terms of Afya (AFYA) CEO’s restricted stock units?

Footnotes state the restricted stock units convert into common shares on a one-for-one basis and have no expiration date. Some RSUs fully vested on May 5, 2026, while others vest in tranches in 2027, 2028, and 2029, contingent on the CEO’s continued service.

How is GIBBOAT OVERSEAS LTD related to Afya (AFYA) CEO’s share ownership?

The Form 4 discloses that 200,000 Class A common shares are held indirectly through GIBBOAT OVERSEAS LTD. A footnote clarifies that GIBBOAT OVERSEAS LTD is solely owned and controlled by the reporting person, attributing effective control of those shares to the CEO.

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

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Accepted by SEC EDGAR 05/11/2026 - 04:57 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^*

Gibbon Virgilio Deloy Capobianco

(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 Executive 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		59,000	A	(1)	167,448	D
Class A Common Share	05/07/2026		F		16,225	D	$14.41	151,223	D
Class A Common Share								200,000	I	By GIBBOAT OVERSEAS LTD(2)

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			9,000	(3)	(3)	Class A Common Share	9,000	$0	81,000	D
Restricted Stock Unit	(1)	05/07/2026		M			18,000	(4)	(4)	Class A Common Share	18,000	$0	0	D
Restricted Stock Unit	(1)	05/07/2026		M			32,000	(4)	(4)	Class A Common Share	32,000	$0	0	D

Explanation of Responses:

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

2. GIBBOAT OVERSEAS LTD is solely owned and controlled by the Reporting Person.

3. The RSUs have no expiration date and vested as to 9,000 shares on May 5, 2026. The remaining RSUs will vest as to 18,000, 27,000 and 36,000 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.

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

	/s/ Virgilio Deloy Capobianco Gibbon	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)