David Neeleman (AZLUD) exercises AZUL SA options after 150,000:1 reverse split

Rhea-AI Filing Summary

AZUL SA director David Neeleman reported several equity changes tied to stock options and a recent reverse share split. On June 1, 2026, he exercised stock options to acquire a total of 2,469,338 common shares at an exercise price of R$1.00 per share, resulting in direct ownership of 2,469,511 common shares. A new stock option covering 36,856 common shares, with a nominal exercise price of R$1.00, was also granted and vested immediately.

Footnotes explain that a 150,000‑to‑1 reverse share split effective on April 23, 2026 reduced his previously reported direct holdings from 25,958,221 common shares to 173, and his indirect holdings via Saleb II Founder 1 LLC from 390,218 to 2 common shares. Saleb II Founder 1 LLC is wholly owned and controlled by Neeleman.

Insider Trade Summary

2,469,338 shares exercised/converted

Mixed 6 txns

Insider NEELEMAN DAVID

Role null

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	2,432,482	$0.00	--
Grant/Award	Stock Option (right to buy)	36,856	$0.00	--
Exercise	Stock Option (right to buy)	36,856	$0.00	--
Exercise	Common Shares	2,432,482	$0.00	--
Exercise	Common Shares	36,856	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Stock Option (right to buy) — 0 shares (Direct, null); Common Shares — 2,432,655 shares (Direct, null); Common Shares — 2 shares (Indirect, By Saleb II Founder 1 LLC)

Footnotes (1)

1. The stock option was granted with a nominal exercise price of R$1.00 (one Brazilian real). The reporting person previously reported direct ownership of 25,958,221 common shares, which was adjusted to 173 common shares upon effectiveness of the 150,000 to 1 reverse share split in respect of the Company's common shares on April 23, 2026 (the "Reverse Share Split"). The reporting person previously reported indirect ownership of 390,218 common shares, which was adjusted to 2 common shares upon effectiveness of the Reverse Share Split. Saleb II Founder 1 LLC is wholly owned and controlled by David Neeleman. This stock option was previously reported as covering 364,872,345,192 common shares, but was adjusted to reflect the Reverse Share Split. This stock option award vested immediately upon grant and had no expiration date.

Key Figures

Options exercised into shares: 2,469,338 shares Direct common shares after transactions: 2,469,511 shares Indirect common shares after split: 2 shares +5 more

8 metrics

Options exercised into shares 2,469,338 shares Total common shares acquired via option exercises on June 1, 2026

Direct common shares after transactions 2,469,511 shares Direct AZUL SA common share ownership following June 1, 2026 activity

Indirect common shares after split 2 shares Indirect holdings via Saleb II Founder 1 LLC after reverse split

New stock option grant size 36,856 shares Stock option covering 36,856 common shares granted on June 1, 2026

Option exercise price R$1.00 per share Nominal exercise price for AZUL SA stock options

Reverse split ratio 150,000 to 1 Reverse share split for AZUL SA common shares effective April 23, 2026

Pre-split direct holdings 25,958,221 shares Neeleman’s previously reported direct common shares before reverse split adjustment

Pre-split option coverage 364,872,345,192 shares Stock option previously reported before adjustment for the reverse share split

Key Terms

reverse share split, stock option, nominal exercise price, indirect ownership, +1 more

5 terms

reverse share split financial

"upon effectiveness of the 150,000 to 1 reverse share split in respect of the Company's common shares"

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

stock option financial

"The stock option was granted with a nominal exercise price of R$1.00"

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

nominal exercise price financial

"The stock option was granted with a nominal exercise price of R$1.00"

indirect ownership financial

"The reporting person previously reported indirect ownership of 390,218 common shares"

vested immediately upon grant financial

"This stock option award vested immediately upon grant and had no expiration date"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

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^*

NEELEMAN DAVID

(Last) (First) (Middle)

AV. MARCOS PENTEADO ULHOA RODRIGES

939 TAMBORE, BARUERI

(Street)

SAO PAULO 06460-040

(City) (State) (Zip)

BRAZIL

(Country)

2. Issuer Name and Ticker or Trading Symbol
AZUL SA [ AZUL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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
Common Shares	06/01/2026		M		2,432,482	A	(1)	2,432,655(2)	D
Common Shares	06/01/2026		M		36,856	A	(1)	2,469,511	D
Common Shares								2(3)	I	By Saleb II Founder 1 LLC(4)

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
Stock Option (right to buy)	(1)	06/01/2026		M			2,432,482(5)	(6)	(6)	Common Stock	2,432,482	$0	0	D
Stock Option (right to buy)	(1)	06/01/2026		A		36,856		(6)	(6)	Common Stock	36,856	$0	36,856	D
Stock Option (right to buy)	(1)	06/01/2026		M			36,856	(6)	(6)	Common Stock	36,856	$0	0	D

Explanation of Responses:

1. The stock option was granted with a nominal exercise price of R$1.00 (one Brazilian real).

2. The reporting person previously reported direct ownership of 25,958,221 common shares, which was adjusted to 173 common shares upon effectiveness of the 150,000 to 1 reverse share split in respect of the Company's common shares on April 23, 2026 (the "Reverse Share Split").

3. The reporting person previously reported indirect ownership of 390,218 common shares, which was adjusted to 2 common shares upon effectiveness of the Reverse Share Split.

4. Saleb II Founder 1 LLC is wholly owned and controlled by David Neeleman.

5. This stock option was previously reported as covering 364,872,345,192 common shares, but was adjusted to reflect the Reverse Share Split.

6. This stock option award vested immediately upon grant and had no expiration date.

	/s/ John Peter Rodgerson, Attorney-in-Fact	06/03/2026
	** 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)

FAQ

What insider transactions did David Neeleman report for AZUL SA (AZLUD)?

David Neeleman reported exercising stock options to acquire 2,469,338 AZUL SA common shares and receiving a new option grant for 36,856 shares. These changes reflect option activity rather than open-market buying or selling, and follow a large reverse share split.

How many AZUL SA shares does David Neeleman hold after these Form 4 transactions?

After the reported transactions, David Neeleman directly owns 2,469,511 AZUL SA common shares and indirectly holds 2 shares through Saleb II Founder 1 LLC. These figures reflect post–reverse split holdings as of the June 1, 2026 Form 4 filing.

What was the impact of AZUL SA’s reverse share split on David Neeleman’s holdings?

A 150,000‑to‑1 reverse share split on April 23, 2026 reduced Neeleman’s reported direct holdings from 25,958,221 common shares to 173, and his indirect holdings from 390,218 to 2 shares. Option coverage amounts were also adjusted to reflect this split.

What are the terms of David Neeleman’s new AZUL SA stock option grant?

The new stock option grant covers 36,856 AZUL SA common shares with a nominal exercise price of R$1.00 per share. Footnotes state the award vested immediately upon grant and had no expiration date, making it fully exercisable when reported.

Did David Neeleman buy or sell AZUL SA shares on the open market?

The Form 4 does not show any open‑market purchases or sales. Instead, it reports option exercises converting derivatives into 2,469,338 common shares and a new option grant. All coded transactions are exercises or grants, not open‑market trades.

How is Saleb II Founder 1 LLC related to David Neeleman’s AZUL SA holdings?

Saleb II Founder 1 LLC holds 2 AZUL SA common shares indirectly for David Neeleman. Footnotes state the LLC is wholly owned and controlled by him, so these shares are attributed as indirect beneficial ownership in the Form 4.