Azul SA (AZLUD) director exercises options, gifts 0.33% share stake

Rhea-AI Filing Summary

Azul S.A. director David Neeleman received a stock option that vested immediately and was exercisable at a nominal price of R$1.00 per share. He exercised the option and received common shares (the “Relevant Shares”), then immediately disposed of all of those shares as a bona fide gift for nil consideration, representing 0.33% of Azul’s common shares outstanding on that date.

Shareholders approved a 150,000 to 1 reverse share split, expected to be effective as of April 20, 2026. After this reverse split, the Relevant Shares are expected to equal 1,216,241 common shares. Following these transactions, Neeleman directly holds 25,958,221 common shares and indirectly holds 390,218 common shares through Saleb II Founder 1 LLC, which he wholly owns and controls.

Insider Trade Summary

182,436,172,596 shares exercised/converted

Mixed 5 txns

Insider NEELEMAN DAVID

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	547,308,517,788	$0.00	--
Exercise	Stock Option (right to buy)	182,436,172,596	$0.00	--
Exercise	Common Shares	182,436,172,596	$0.00	--
Gift	Common Shares	182,436,172,596	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Stock Option (right to buy) — 547,308,517,788 shares (Direct); Common Shares — 182,462,130,817 shares (Direct); Common Shares — 390,218 shares (Indirect, By Saleb II Founder 1 LLC)

Footnotes (1)

1. Represents common shares issued on exercise of a stock option award ("Stock Option") that vested immediately upon grant (the "Relevant Shares"). On March 25, 2026, the shareholders of Azul S.A. approved a 150,000 to 1 reverse share split which is expected to be effective as of April 20, 2026 (the "Reverse Share Split"). After giving effect to the Reverse Share Split, the number of common shares reported in this row is expected to be 1,216,241 common shares. The Stock Option was granted with a nominal exercise price of R$1.00 (one Brazilian real). Immediately upon receipt, David Neeleman disposed the Relevant Shares (representing 0.33% of the common shares of the Issuer outstanding on the date hereof) as a gift for nil consideration. After giving effect to the Reverse Share Split, the Relevant Shares are expected to equal 1,216,241 common shares. Saleb II Founder 1 LLC is wholly owned and controlled by David Neeleman. The stock option award vested immediately upon grant and have no expiration date.

Key Figures

Reverse share split ratio: 150,000 to 1 Relevant Shares ownership share: 0.33% of common shares Relevant Shares post-split: 1,216,241 common shares +3 more

6 metrics

Reverse share split ratio 150,000 to 1 Shareholders approved reverse split effective as of April 20, 2026

Relevant Shares ownership share 0.33% of common shares Portion of Azul common shares represented by Relevant Shares on transaction date

Relevant Shares post-split 1,216,241 common shares Expected number of Relevant Shares after 150,000 to 1 reverse split

Option exercise price R$1.00 per share Nominal exercise price of the stock option granted to David Neeleman

Direct holdings after transactions 25,958,221 common shares David Neeleman’s direct Azul common share holdings following the reported activity

Indirect holdings after transactions 390,218 common shares Common shares held indirectly via Saleb II Founder 1 LLC

Key Terms

Stock Option, bona fide gift, reverse share split, nominal exercise price, +1 more

5 terms

Stock Option financial

"Represents common shares issued on exercise of a stock option award"

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.

bona fide gift financial

"disposed the Relevant Shares ... as a gift for nil consideration"

reverse share split financial

"approved a 150,000 to 1 reverse share split which is expected to be effective"

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.

nominal exercise price financial

"The Stock Option was granted with a nominal exercise price of R$1.00"

vested immediately upon grant financial

"stock option award ("Stock Option") that vested immediately upon grant"

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)
03/26/2026

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	03/26/2026		M		182,436,172,596(1)	A	(2)	182,462,130,817	D
Common Shares	03/26/2026		G		182,436,172,596(3)	D	$0	25,958,221	D
Common Shares								390,218	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)	(2)	03/26/2026		A		547,308,517,788		(5)	(5)	Common Stock	547,308,517,788	$0	547,308,517,788	D
Stock Option (right to buy)	(2)	03/26/2026		M			182,436,172,596	(5)	(5)	Common Stock	182,436,172,596	$0	364,872,345,192	D

Explanation of Responses:

1. Represents common shares issued on exercise of a stock option award ("Stock Option") that vested immediately upon grant (the "Relevant Shares"). On March 25, 2026, the shareholders of Azul S.A. approved a 150,000 to 1 reverse share split which is expected to be effective as of April 20, 2026 (the "Reverse Share Split"). After giving effect to the Reverse Share Split, the number of common shares reported in this row is expected to be 1,216,241 common shares.

2. The Stock Option was granted with a nominal exercise price of R$1.00 (one Brazilian real).

3. Immediately upon receipt, David Neeleman disposed the Relevant Shares (representing 0.33% of the common shares of the Issuer outstanding on the date hereof) as a gift for nil consideration. After giving effect to the Reverse Share Split, the Relevant Shares are expected to equal 1,216,241 common shares.

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

5. The stock option award vested immediately upon grant and have no expiration date.

	/s/ Alexandre Wagner Malfitani, Attorney-in-Fact	03/30/2026
	** 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 AZLUD on this Form 4?

David Neeleman reported an immediately vesting stock option grant, its exercise into common shares, and an immediate bona fide gift of all resulting shares. These transactions were non-cash, with the option granted at a nominal exercise price of R$1.00 per share.

How large was David Neeleman’s gifted stake in AZLUD relative to outstanding shares?

The Relevant Shares he gifted represented 0.33% of Azul’s common shares outstanding on the transaction date. All of these shares were transferred as a bona fide gift for nil consideration, meaning no sale proceeds were received from the transfer.

What reverse share split did Azul SA (AZLUD) shareholders approve?

Shareholders approved a 150,000 to 1 reverse share split, expected to be effective as of April 20, 2026. After this reverse split, the Relevant Shares from Neeleman’s option exercise and gift are expected to equal 1,216,241 common shares of Azul.

What are David Neeleman’s AZLUD shareholdings after these transactions?

After the reported transactions, David Neeleman directly holds 25,958,221 common shares of Azul. He also indirectly holds an additional 390,218 common shares through Saleb II Founder 1 LLC, an entity that he wholly owns and controls according to the disclosure.

Is David Neeleman’s AZLUD transaction an open-market sale or a gift?

The filing describes the transfer as a bona fide gift for nil consideration, not an open-market sale. Neeleman received shares via stock option exercise and immediately gifted the Relevant Shares, so there was no sale price or market transaction involved.