Commission File Number: 001-33356


Washington, D.C. 20549


FORM 12b-25




(Check One) ☐   Form 10-K  ☒   Form 20-F  ☐   Form 11-K   ☐   Form 10-Q  
  ☐   Form 10-D  ☐   Form N-CSR


For Period Ended: December 31, 2021


☐  Transition Report on Form 10-K

☐  Transition Report on Form 20-F 

☐  Transition Report on Form 11-K
☐  Transition Report on Form 10-Q

For the Transaction Period ended: ____________________


Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:




Gafisa S.A.
Full Name of Registrant

Former Name if Applicable

Av. Pres. Juscelino Kubitschek, No. 1830, Block 2, 3rd Floor
Address of Principal Executive Office (Street and number)

04543-900 – São Paulo, SP – Brazil

City, State and Zip Code



PART II - RULES 12b-25(b) and (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)


(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;


(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and


(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CSR, or the transition report or portion thereof, could not be filed with the prescribed time period.  


Gafisa S.A. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 20-F for its fiscal year ended December 31, 2021 (the “Annual Report”). The Company has determined that it is unable to file its Annual Report within the prescribed time period without unreasonable effort or expense, for the reasons set forth below.


The Company is in the process of reviewing its internal disclosure processes and controls. The Company has not yet completed the necessary analysis and testing of the controls to be in a position to file its Annual Report. The Company is working towards completing the necessary analysis and testing in order to file its Annual Report as soon as possible.




(1) Name and telephone number of person to contact in regard to this notification


Ian Andrade – Chief Financial Officer and Investor Relations Officer

+55 (11)


(Name) (Area Code) (Telephone Number)



Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such reports been filed?  If answer is no, identify report(s).

☒  Yes  ☐ No






(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐   Yes  ☒  No






(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date:  May 2, 2022 By: /s/ Ian Andrade
      Name: Ian Andrade
      Title: Chief Financial Officer and Investor Relations Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.



Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).


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