DEL BIANCO DENIS 4

What Happened
Denis Del Bianco, Vice President of Afya Ltd (AFYA), had RSUs convert into 21,900 common shares on May 7, 2026. To cover tax withholding, 6,023 of those shares were sold at $14.41 each, generating $86,791. The remaining 21,900 − 6,023 = 15,877 shares were retained by the reporting person.

Key Details

• Transaction date: May 7, 2026; Form 4 filed May 11, 2026 (timely — filed within two business days).
• Conversion: 21,900 shares acquired via RSU conversion (derivative conversion, code M); acquisition price N/A (RSUs convert 1-for-1).
• Tax withholding sale: 6,023 shares disposed at $14.41/share for $86,791 (code F).
• Net shares retained after withholding: 15,877 shares.
• Footnotes: F1 — RSUs convert one-for-one; F2 — one RSU grant vests partly (3,500 vested May 5, 2026; remaining tranches 7,000 / 10,500 / 14,000 vest May 1 of 2027–2029 subject to service); F3 — another RSU grant fully vested on May 5, 2026.
• No indication of a 10b5-1 plan or a gift; the sale was to satisfy tax withholding obligations, a routine administrative action.

Context
This was not a market-driven sale: the transaction reflects RSU vesting and routine tax withholding (cashless/net share settlement), not a discretionary open-market sale. For retail investors, purchases (cash outflows to buy shares) typically signal more direct insider bullishness; here the insider received equity via vesting and only sold shares to meet tax obligations.