STOCK TITAN

Afya (AFYA) VP exercises RSUs, with 4,813 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Afya Ltd executive Anibal Jose Grifo de Sousa reported equity compensation activity in the form of restricted stock units converting into Class A common shares. On May 7, 2026, he acquired 17,500 Class A shares through derivative exercises, while 4,813 shares were withheld to cover tax obligations at $14.41 per share. After the tax-withholding disposition, his direct holdings in Class A common shares were 62,687 shares.

The filing shows RSUs convert into common shares on a one-for-one basis. One RSU grant vested as to 1,500 shares on May 5, 2026, with the remaining RSUs scheduled to vest as to 3,000, 4,500 and 6,000 shares on the first day of May in 2027, 2028 and 2029, subject to his continued service. A separate RSU award fully vested on May 5, 2026, contributing to the exercised amounts.

Positive

  • None.

Negative

  • None.
Insider GRIFO DE SOUSA ANIBAL JOSE
Role V.P. Legal, Comp. & Gov. Rel.
Type Security Shares Price Value
Exercise Restricted Stock Unit 1,500 $0.00 --
Exercise Restricted Stock Unit 2,400 $0.00 --
Exercise Restricted Stock Unit 13,600 $0.00 --
Exercise Class A Common Share 17,500 $0.00 --
Tax Withholding Class A Common Share 4,813 $14.41 $69K
Holdings After Transaction: Restricted Stock Unit — 13,500 shares (Direct, null); Class A Common Share — 67,500 shares (Direct, null)
Footnotes (1)
  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 1,500 shares on May 5, 2026. The remaining RSUs will vest as to 3,000, 4,500 and 6,000 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 fully vested on May 5, 2026.
Tax-withholding shares 4,813 shares at $14.41/share Shares delivered to cover tax liability on May 7, 2026
Shares acquired via exercises 17,500 Class A shares Derivative exercises/conversions on May 7, 2026
Post-tax Class A holdings 62,687 shares Direct ownership after tax-withholding disposition
RSUs vesting May 5, 2026 1,500 shares Portion of RSUs that vested on May 5, 2026
Future RSU vesting tranches 3,000; 4,500; 6,000 shares Scheduled to vest on May 1 of 2027, 2028, 2029
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.
derivative security financial
"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.
vesting financial
"The RSUs have no expiration date and vested as to 1,500 shares on May 5, 2026."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
continued service financial
"subject to the Reporting Person's continued service through the applicable vesting dates."
SEC Form 4
FORM 4UNITED 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*
GRIFO DE SOUSA ANIBAL JOSE

(Last)(First)(Middle)
C/O AFYA LIMITED
RUA PARAIBA NO.330 17TH FL, FUNCIONARIOS

(Street)
BELO HORIZONTEMINAS GERAIS30130-917

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
V.P. Legal, Comp. & Gov. Rel.
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Share05/07/2026M17,500A(1)67,500D
Class A Common Share05/07/2026F4,813D$14.4162,687D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)05/07/2026M1,500 (2) (2)Class A Common Share1,500$013,500D
Restricted Stock Unit(1)05/07/2026M2,400 (3) (3)Class A Common Share2,400$00D
Restricted Stock Unit(1)05/07/2026M13,600 (3) (3)Class A Common Share13,600$00D
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 1,500 shares on May 5, 2026. The remaining RSUs will vest as to 3,000, 4,500 and 6,000 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/ Anibal Jose Grifo de Sousa05/11/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transactions did Afya (AFYA) report for Anibal Jose Grifo de Sousa?

Afya reported that executive Anibal Jose Grifo de Sousa exercised restricted stock units into 17,500 Class A shares and had 4,813 shares withheld to cover tax liabilities, reflecting routine equity compensation activity.

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

Following the reported transactions, Anibal Jose Grifo de Sousa directly holds 62,687 Class A common shares. This figure reflects his position after 4,813 shares were withheld for taxes related to the equity compensation vesting.

What was the tax withholding component in Afya (AFYA) executive’s Form 4?

The filing shows a tax-withholding disposition of 4,813 Class A shares at $14.41 per share. These shares were delivered to satisfy tax obligations arising from the vesting and exercise of restricted stock units on May 7, 2026.

How do Afya (AFYA) restricted stock units convert into common shares?

Afya’s Form 4 states that the restricted stock units convert into common shares on a one-for-one basis. This means each RSU delivers one Class A common share when it vests and is settled, subject to applicable vesting conditions.

What is the vesting schedule for Afya (AFYA) executive’s remaining RSUs?

One RSU grant vested as to 1,500 shares on May 5, 2026. The remaining units are scheduled to vest as to 3,000, 4,500 and 6,000 shares on the first day of May in 2027, 2028 and 2029, contingent on continued service.