Bertelsmann (AFYA) controls 53.54% of Afya Class A after new buys

Rhea-AI Filing Summary

Afya Ltd’s controlling shareholder Bertelsmann SE & Co. KGaA and its subsidiary Erste WV Gutersloh GmbH report updated ownership under Amendment No. 34 to their Schedule 13D. They purchased an additional 425,367 Class A common shares under a Trading Plan for a total of $7,358,766.71, or an average of $17.30 per share, funded with internally generated cash.

Following these open-market purchases, the reporting group is the beneficial owner of 27,001,946 Class A common shares, representing 53.54% of the 50,437,186 Class A shares outstanding as of March 31, 2026. Including 34,074,134 Class B shares (convertible one-for-one into Class A), they beneficially own 61,076,080 shares in total, or 72.27% of Afya on an as-converted basis, with Class B shares carrying ten votes per share.

Key Figures

New Class A shares purchased: 425,367 shares Total purchase amount: $7,358,766.71 Average purchase price: $17.30 per share +5 more

8 metrics

New Class A shares purchased 425,367 shares Additional Afya Class A bought under Trading Plan

Total purchase amount $7,358,766.71 Consideration for 425,367 Class A shares

Average purchase price $17.30 per share Average for new Class A purchases

Class A shares beneficially owned 27,001,946 shares Bertelsmann group Class A holdings

Class A shares outstanding 50,437,186 shares Outstanding as of March 31, 2026

Class A ownership percentage 53.54% Bertelsmann share of Class A outstanding

Total shares beneficially owned 61,076,080 shares Combined Class A and Class B holdings

As-converted ownership percentage 72.27% Ownership treating Class B as Class A

Key Terms

beneficial owner, Class B common shares, Schedule 13D, Trading Plan, +1 more

5 terms

beneficial owner financial

"The Reporting Person is the beneficial owner of 27,001,946 Class A common shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Class B common shares financial

"consists of 34,074,134 Class B common shares and 27,001,946 Class A common shares"

Class B common shares are one of multiple types of a company’s ordinary stock that usually differ from other classes in voting power, dividend priority, or transferability. For investors, the difference matters because owning Class B may mean less control over corporate decisions or different income potential compared with other share classes—like having a seat with fewer votes at a board meeting while still sharing in the company’s profits.

Schedule 13D regulatory

"This Amendment No. 34 amends and supplements the filed by the Reporting Person on August 10, 2021"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Trading Plan financial

"The Reporting Person purchased an additional 425,367 Class A common shares pursuant to the Trading Plan"

A trading plan is a written set of rules an investor follows about what to buy or sell, when to enter and exit positions, and how much risk to accept—like a travel itinerary that maps the route, stops, and budget before a trip. It matters because it helps remove emotional decisions during market swings, enforces discipline, and makes performance easier to review and improve, reducing the chance of costly impulsive moves.

shared power to vote and dispose financial

"The Reporting Person has shared power to vote and dispose of 27,001,946 Class A common shares."

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 34)

Afya Ltd

(Name of Issuer)

Class A Common Shares, par value $0.00005 per share

(Title of Class of Securities)

G01125106

(CUSIP Number)

Denise Abel
Bertelsmann SE & Co. KGaA, Carl-Bertelsmann-Strasse 270
Gutersloh, 2M, 33311
49-0-5241-80-2551

Michael Davis, Esq.
Davis Polk & Wardwell LLP, 450 Lexington Avenue
New York, NY, 10017
212-450-4184

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/04/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G01125106

1

Name of reporting person

Bertelsmann SE & Co. KGaA

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 61,076,080.00
9	Sole Dispositive Power 61,076,080.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

61,076,080.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

72.27 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

With reference to Row 11: Aggregate amount beneficially owned by Bertelsmann SE & Co. KGaA (Bertelsmann) and Erste WV Gutersloh GmbH, a wholly-owned direct subsidiary of Bertelsmann (Erste, and collectively with Bertelsmann, the Reporting Person) consists of 34,074,134 Class B common shares and 27,001,946 Class A common shares held of record by the Reporting Person. Each Class B common share held of record by the Reporting Person is convertible into one Class A common share at the option of its holder at any time. With reference to Row 13: Represents the quotient obtained by dividing (a) the number of Class B common shares and Class A common shares beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 50,437,186 Class A common shares outstanding as of March 31, 2026 as reported by the Issuer in its Current Report on Form 6-K, filed with the Securities and Exchange Commission (the Commission) on May 7, 2026 (as reduced by the number of treasury shares reported therein), and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage ownership of the Reporting Person. As of March 31, 2026, the number of Class A common shares outstanding was 50,437,186 and the percentage beneficially owned was 53.54%. With reference to Row 13: Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this report.

SCHEDULE 13D

CUSIP Number(s): G01125106

1

Name of reporting person

Erste WV Gutersloh GmbH

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 61,076,080.00
9	Sole Dispositive Power 61,076,080.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

61,076,080.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

72.27 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

With reference to Row 11: Aggregate amount beneficially owned by Bertelsmann SE & Co. KGaA (Bertelsmann) and Erste WV Gutersloh GmbH, a wholly-owned direct subsidiary of Bertelsmann (Erste, and collectively with Bertelsmann, the Reporting Person) consists of 34,074,134 Class B common shares and 27,001,946 Class A common shares held of record by the Reporting Person. Each Class B common share held of record by the Reporting Person is convertible into one Class A common share at the option of its holder at any time. With reference to Row 13: Represents the quotient obtained by dividing (a) the number of Class B common shares and Class A common shares beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 50,437,186 Class A common shares outstanding as of March 31, 2026 as reported by the Issuer in its Current Report on Form 6-K, filed with the Securities and Exchange Commission (the Commission) on May 7, 2026 (as reduced by the number of treasury shares reported therein), and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage ownership of the Reporting Person. As of March 31, 2026, the number of Class A common shares outstanding was 50,437,186 and the percentage beneficially owned was 53.54%. With reference to Row 13: Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this report.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Shares, par value $0.00005 per share
(b)	Name of Issuer: Afya Ltd
(c)	Address of Issuer's Principal Executive Offices: ALAMEDA OSCAR NIEMEYER NO. 119 15TH FL, VILA DA SERRA NOVA LIMA, MINAS GERAIS, VILA DA SERRA, NOVA LIMA, BRAZIL , 34006-056.
Item 1 Comment: This Amendment No. 34 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person on August 10, 2021 (the "Original Schedule 13D", as further amended on March 4, 2022, "Amendment No. 1", as further amended on April 18, 2022, "Amendment No. 2", as further amended on April 25, 2022, "Amendment No. 3," as further amended on May 4, 2022, "Amendment No. 4," as further amended on May 23, 2022, "Amendment No. 5," as further amended on May 27, 2022, "Amendment No. 6," as further amended on August 1, 2022, "Amendment No. 7," as further amended on August 31, 2022, "Amendment No. 8," as further amended on September 23, 2022, "Amendment No. 9," as further amended on October 24, 2022, "Amendment No. 10," as further amended on November 9, 2022, "Amendment No. 11," as further amended on November 29, 2022, "Amendment No. 12," as further amended on December 16, 2022, "Amendment No. 13," as further amended on December 21, 2022, "Amendment No. 14," as further amended on January 12, 2023, "Amendment No. 15," as further amended on February 23, 2023, "Amendment No. 16," as further amended on March 29, 2023, "Amendment No. 17," as further amended on May 1, 2023, "Amendment No. 18," as further amended on June 20, 2023, "Amendment No. 19," as further amended on July 25, 2023, "Amendment No. 20," as further amended on September 7, 2023, "Amendment No. 21," as further amended on October 31, 2023, "Amendment No. 22," as further amended on December 12, 2023, "Amendment No. 23," as further amended on February 12, 2024, "Amendment No. 24," as further amended on March 19, 2024, "Amendment No. 25," as further amended on May 7, 2024, "Amendment No. 26," as further amended on May 22, 2024, "Amendment No. 27," as further amended on June 27, 2024, "Amendment No. 28," as further amended on July 23, 2024, "Amendment No. 29," as further amended on September 18, 2024, "Amendment No. 30," as further amended on October 31, 2024, "Amendment No. 31," as further amended on December 20, 2024, "Amendment No. 32," as further amended on March 4, 2025, "Amendment No. 33," and, as amended and supplemented by this Amendment, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23, Amendment No. 24, Amendment No. 25, Amendment No. 26, Amendment No. 27, Amendment No. 28, Amendment No. 29, Amendment No. 30, Amendment No. 31, Amendment No. 32 or Amendment No. 33. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D. This Schedule 13D relates to the Class A common shares, par value $0.00005, of Afya Limited, an exempted liability company incorporated under the laws of the Cayman Islands (the "Issuer"), having its registered offices at Alameda Oscar Niemeyer, No. 119, Salas 502, 504, 1,501 and 1,503, Vila da Serra, Nova Lima, Minas Gerais Brazil.
Item 3.	Source and Amount of Funds or Other Consideration
	This Amendment No. 34 amends and supplements Item 3 of the Original Schedule 13D (as amended by Amendment No. 3, Amendment No. 5, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23, Amendment No. 25, Amendment No. 26, Amendment No. 28, Amendment No. 29, Amendment No. 30, Amendment No. 31, Amendment No. 32 and Amendment No. 33) as follows: The Reporting Person purchased an additional 425,367 Class A common shares pursuant to the Trading Plan for a purchase price of $7,358,766.71, or an average of $17.30 per Class A common share. Such price was funded by the Reporting Person through internally generated funds.
Item 5.	Interest in Securities of the Issuer
(a)	This Amendment No. 34 amends and supplements Item 5 of the Original Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23, Amendment No. 24, Amendment No. 25, Amendment No. 26, Amendment No. 28, Amendment No. 29, Amendment No. 30, Amendment No. 31, Amendment No. 32 and Amendment No. 33) as follows: The information relating to the beneficial ownership of Class A common shares by the Reporting Person as set forth in rows 7 through 13 of the cover pages hereto is incorporated by reference. The Reporting Person is the beneficial owner of 27,001,946 Class A common shares, which represents 53.54% of the Class A common shares outstanding based on 50,437,186 Class A common shares outstanding as of March 31, 2026 as reported by the Issuer in its Current Report on Form 6-K, filed with the Commission on May 7, 2026 (as reduced by the number of treasury shares reported therein). Except as set forth in this Item 5(a), the Reporting Person does not own beneficially any Class A common shares. The Reporting Person will provide upon request of the SEC staff the full information regarding the number of shares purchased or sold at each separate price.
(b)	This Amendment No. 34 amends and supplements Item 5 of the Original Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23, Amendment No. 24, Amendment No. 25, Amendment No. 26, Amendment No. 28, Amendment No. 29, Amendment No. 30, Amendment No. 31, Amendment No. 32 and Amendment No. 33) as follows: The Reporting Person has shared power to vote and dispose of 27,001,946 Class A common shares.
(c)	This Amendment No. 34 amends and supplements Item 5 of the Original Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23, Amendment No. 24, Amendment No. 25, Amendment No. 26, Amendment No. 28, Amendment No. 29, Amendment No. 30, Amendment No. 31, Amendment No. 32 and Amendment No. 33) as follows: The Reporting Person has purchased the following Class A common shares in open market transactions pursuant to the Trading Plan since the filing of the Schedule 13D/A on March 4, 2025: Transaction Date Class A Common Shares Purchased Average Price Per Share March 3, 2025 22,911 16.59 March 4, 2025 14,749 16.33 March 5, 2025 15,000 16.72 March 6, 2025 22,252 16.73 March 7, 2025 19,812 16.93 March 10, 2025 23,023 17.15 March 11, 2025 21,883 15.90 March 12, 2025 21,244 16.02 March 13, 2025 19,714 16.10 March 14, 2025 4,100 17.99 March 17, 2025 1,946 17.99 March 18, 2025 17,623 17.97 March 19, 2025 23,621 17.98 March 20, 2025 21,514 17.94 March 21, 2025 21,260 17.98 March 24, 2025 19,663 17.98 March 25, 2025 10,934 18.00 March 26, 2025 23,287 17.96 March 27, 2025 23,287 17.95 March 28, 2025 23,287 17.75 March 31, 2025 20,596 17.65 April 1, 2025 7,421 17.98 April 2, 2025 1,300 17.97 April 3, 2025 13,969 17.99 April 4, 2025 10,971 17.18

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bertelsmann SE & Co. KGaA

Signature:	ppa /s/ Michael Kronenburg
Name/Title:	Michael Kronenburg, Senior Vice President
Date:	06/16/2026

Signature:	ppa /s/ Denise Abel
Name/Title:	Denise Abel, SVP Corporate Legal
Date:	06/16/2026

Erste WV Gutersloh GmbH

Signature:	/s/ Richard Stefanink
Name/Title:	Richard Stefanink, Director
Date:	06/16/2026

Signature:	/s/ Denise Abel
Name/Title:	Denise Abel, Director
Date:	06/16/2026

FAQ

How many Afya (AFYA) Class A shares did Bertelsmann recently buy?

Bertelsmann purchased 425,367 Afya Class A common shares. The buys were made in open-market transactions under a Trading Plan, for a total of $7,358,766.71 at an average price of $17.30 per share, using internally generated funds.

What percentage of Afya (AFYA) Class A shares does Bertelsmann now own?

Bertelsmann is the beneficial owner of 27,001,946 Afya Class A shares, representing 53.54% of the Class A shares outstanding. This percentage is based on 50,437,186 Class A shares outstanding as of March 31, 2026, as disclosed in Afya’s Form 6-K.

How large is Bertelsmann’s total economic stake in Afya (AFYA) after Amendment No. 34?

Bertelsmann and its subsidiary beneficially own 61,076,080 Afya shares across both classes. This includes 27,001,946 Class A and 34,074,134 Class B shares, which together represent 72.27% of Afya on an as-converted basis treating Class B as Class A.

What voting rights are attached to Afya (AFYA) Class A and Class B shares?

Each Afya Class A share carries one vote, while each Class B share carries ten votes. The reported 72.27% ownership percentage treats Class B shares as converted into Class A, so it does not reflect the higher ten-for-one voting power of Class B stock.

Over what period did Bertelsmann buy additional Afya (AFYA) shares?

Bertelsmann bought additional Afya Class A shares in multiple open-market trades from March 3, 2025 through April 4, 2025. Individual daily purchases ranged from 1,300 to 23,621 shares at average prices mostly between $15.90 and $18.00 per share.

Who are the reporting persons in Afya (AFYA) Schedule 13D/A Amendment No. 34?

The reporting persons are Bertelsmann SE & Co. KGaA and its wholly owned subsidiary Erste WV Gutersloh GmbH. Both are organized in Germany and jointly report beneficial ownership and shared voting and dispositive power over Afya’s Class A and Class B shares.