Neeleman (AZUL) receives 1.29M AZUL SA Restricted Shares in multi-year grant

Rhea-AI Filing Summary

AZUL SA director David Neeleman reported a compensation-related equity grant rather than an open-market trade. He received 1,294,735 rights to acquire common shares under the company’s Restricted Shares Granting Plan, recorded at a price of zero per share in the filing.

The Restricted Shares vest in three equal annual installments on May 5, 2027, May 5, 2028, and May 5, 2029, contingent on his continued service through each vesting date. If AZUL does not hold enough treasury shares at a vesting date, he must subscribe for all vested Restricted Shares for a nominal total price of R$1.00.

Following this grant, Neeleman directly holds 3,764,246 common shares and indirectly holds 2 common shares through Saleb II Founder 1 LLC, which he wholly owns and controls. The filing shows no open-market buying or selling activity.

Insights

Equity Compensation Analyst

Large multi-year share grant to director, structured as time-based restricted equity.

AZUL SA granted David Neeleman 1,294,735 Restricted Shares, vesting in three equal tranches from 2027 to 2029. The grant is recorded at a zero per-share price in the filing, indicating a compensation award rather than a cash purchase.

Vesting depends on his continued service through each vesting date, aligning his incentives with longer-term company performance. If AZUL lacks sufficient treasury shares when units vest, he must subscribe for all vested shares for a nominal total of R$1.00, keeping his cash outlay minimal.

After the award, he holds 3,764,246 common shares directly plus 2 shares indirectly through Saleb II Founder 1 LLC. With no open-market buy or sell codes reported and no remaining derivatives listed, this filing primarily updates investors on a sizeable, service-based equity grant rather than signaling a discretionary trading decision.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider NEELEMAN DAVID

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	1,294,735	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 3,764,246 shares (Direct, null); Common Shares — 2 shares (Indirect, By Saleb II Founder 1 LLC)

Footnotes (1)

1. Represents a grant of 1,294,735 rights to acquire common shares pursuant to the terms of the Issuer's Restricted Shares Granting Plan and applicable documentation thereunder ("Restricted Shares"). The Restricted Shares vest in three equal annual installments on May 5, 2027, May 5, 2028 and May 5, 2029, contingent on the reporting person's continued service on each applicable vesting date. In the event that the Issuer does not hold sufficient treasury shares for the settlement of the Restricted Shares on the applicable vesting date, the Reporting Person will be required to subscribe for the Restricted Shares for a nominal price of R$1.00 (one Brazilian real) for all Restricted Shares subject to vesting. Saleb II Founder 1 LLC is wholly owned and controlled by David Neeleman.

Key Figures

Restricted Shares granted: 1,294,735 rights to acquire common shares Vesting schedule start: May 5, 2027 Vesting schedule end: May 5, 2029 +3 more

6 metrics

Restricted Shares granted 1,294,735 rights to acquire common shares Grant under Restricted Shares Granting Plan

Vesting schedule start May 5, 2027 First equal annual installment vesting date

Vesting schedule end May 5, 2029 Final equal annual installment vesting date

Direct holdings after grant 3,764,246 common shares Total direct ownership following transactions

Indirect holdings after grant 2 common shares Held through Saleb II Founder 1 LLC

Nominal subscription price R$1.00 total If treasury shares are insufficient at vesting

Key Terms

Restricted Shares Granting Plan, Restricted Shares, treasury shares, vesting, +1 more

5 terms

Restricted Shares Granting Plan financial

"pursuant to the terms of the Issuer's Restricted Shares Granting Plan and applicable documentation"

Restricted Shares financial

"rights to acquire common shares ... ("Restricted Shares"). The Restricted Shares vest in three equal annual installments"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

treasury shares financial

"In the event that the Issuer does not hold sufficient treasury shares for the settlement of the Restricted Shares"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

vesting financial

"The Restricted Shares vest in three equal annual installments ... contingent on the reporting person's continued service"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

indirect ownership financial

"2.0000 ... indirect ... nature_of_ownership: By Saleb II Founder 1 LLC"

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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
[AZUL3]

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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	06/15/2026		A		1,294,735(1)	A	$0(2)	3,764,246	D
Common Shares								2	I	By Saleb II Founder 1 LLC(3)

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

Explanation of Responses:

1. Represents a grant of 1,294,735 rights to acquire common shares pursuant to the terms of the Issuer's Restricted Shares Granting Plan and applicable documentation thereunder ("Restricted Shares"). The Restricted Shares vest in three equal annual installments on May 5, 2027, May 5, 2028 and May 5, 2029, contingent on the reporting person's continued service on each applicable vesting date.

2. In the event that the Issuer does not hold sufficient treasury shares for the settlement of the Restricted Shares on the applicable vesting date, the Reporting Person will be required to subscribe for the Restricted Shares for a nominal price of R$1.00 (one Brazilian real) for all Restricted Shares subject to vesting.

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

	/s/ John Peter Rodgerson, Attorney-in-Fact	06/17/2026
	** 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 did AZUL (AZUL) director David Neeleman report in this Form 4?

David Neeleman reported receiving 1,294,735 rights to acquire AZUL common shares as a compensation grant. These Restricted Shares vest over three years and increased his direct holdings to 3,764,246 shares, plus 2 shares held indirectly through Saleb II Founder 1 LLC.

How many AZUL (AZUL) shares were granted to David Neeleman and on what terms?

He was granted 1,294,735 rights to acquire AZUL common shares under the Restricted Shares Granting Plan. The filing shows a price of 0.0000 per share, with vesting in three equal annual installments, contingent on his continued service with the company.

When do David Neeleman’s AZUL (AZUL) Restricted Shares vest?

Neeleman’s 1,294,735 Restricted Shares vest in three equal annual installments on May 5, 2027, May 5, 2028, and May 5, 2029. Each tranche requires his continued service through the applicable vesting date to be earned and settled.

What are David Neeleman’s AZUL (AZUL) shareholdings after this grant?

After the grant, Neeleman holds 3,764,246 AZUL common shares directly and 2 common shares indirectly. The indirect shares are held through Saleb II Founder 1 LLC, which the footnotes state is wholly owned and controlled by him.

Does David Neeleman pay cash for his AZUL (AZUL) Restricted Shares?

The filing records the grant at a price of 0.0000 per share. If AZUL lacks sufficient treasury shares at vesting, Neeleman must subscribe for all vested Restricted Shares for a nominal total price of R$1.00 under the plan terms.

Is this AZUL (AZUL) Form 4 an open-market buy or sell by David Neeleman?

No. The Form 4 reflects a compensation grant coded as an award (A), not an open-market purchase or sale. There are no buy or sell transaction codes, only a large Restricted Shares grant and an updated statement of his direct and indirect holdings.