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Executive at Azul (NYSE: AZUL) receives 255,024 restricted share rights grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

AZUL SA reported that Technical Vice President Andre Goncalves da Cruz received a grant of 255,024 rights to acquire common shares under the company’s Restricted Shares Granting Plan. These restricted shares vest in three equal annual installments on May 5, 2027, May 5, 2028, and May 5, 2029, subject to continued service. Following this compensation award, his reported direct holdings total 255,024 common shares or rights. If the company lacks sufficient treasury shares at vesting, he must subscribe for all vested shares for a nominal total price of R$1.00.

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Insider Goncalves da Cruz Andre
Role Technical Vice President
Type Security Shares Price Value
Grant/Award Common Shares 255,024 $0.00 --
Holdings After Transaction: Common Shares — 255,024 shares (Direct, null)
Footnotes (1)
  1. Represents a grant of 255,024 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.
Restricted share rights granted 255,024 rights to acquire common shares Grant to Technical Vice President on June 15, 2026
Post-transaction holdings 255,024 common shares or rights Direct holdings following the grant
Vesting dates May 5, 2027; May 5, 2028; May 5, 2029 Three equal annual installments, contingent on continued service
Nominal subscription price R$1.00 total Payable if no sufficient treasury shares at vesting
Grant price per share 0.0000 per share Reported transaction price for granted restricted share rights
Restricted Shares Granting Plan financial
"pursuant to the terms of the Issuer's Restricted Shares Granting Plan and applicable documentation thereunder"
Restricted Shares financial
""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 on May 5, 2027, May 5, 2028 and May 5, 2029"
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.
nominal price financial
"subscribe for the Restricted Shares for a nominal price of R$1.00"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Goncalves da Cruz Andre
(Last)(First)(Middle)
AV. MARCOS PENTEADO ULHOA RODRIGES
939 TAMBORE, BARUERI
(Street)
SAO PAULO06460-040
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Technical Vice President
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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Shares06/15/2026A255,024(1)A$0(2)255,024D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents a grant of 255,024 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.
/s/ Andre Goncalves da Cruz06/17/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did AZUL (AZUL) disclose in this Form 4 for Andre Goncalves da Cruz?

AZUL disclosed that Technical Vice President Andre Goncalves da Cruz received 255,024 rights to acquire common shares as a compensation grant. These restricted shares vest over three years, with his reported direct holdings totaling 255,024 shares or rights after the award.

How many AZUL (AZUL) shares were granted to the Technical Vice President?

The Technical Vice President was granted 255,024 rights to acquire AZUL common shares. This award is structured as restricted shares that vest in three equal annual installments, contingent on his continued service with the company through each specified vesting date.

What is the vesting schedule for the 255,024 AZUL (AZUL) restricted shares?

The 255,024 restricted shares vest in three equal annual installments on May 5, 2027, May 5, 2028, and May 5, 2029. Vesting is contingent on Andre Goncalves da Cruz continuing to serve the company on each applicable vesting date.

Does Andre Goncalves da Cruz pay for the AZUL (AZUL) restricted shares granted?

The grant itself is priced at zero per share, but if AZUL lacks sufficient treasury shares at a vesting date, he must subscribe for all vested restricted shares at a nominal total price of R$1.00 under the plan terms.

How many AZUL (AZUL) shares does the insider hold after this transaction?

After this transaction, Andre Goncalves da Cruz is reported as directly holding 255,024 common shares or rights. This entire position reflects the newly granted restricted share rights disclosed in the Form 4 insider transaction filing.

Is this AZUL (AZUL) Form 4 an open-market buy or a compensation grant?

This Form 4 reflects a compensation grant, not an open-market purchase. The transaction code "A" describes a grant or award of 255,024 restricted share rights under AZUL’s Restricted Shares Granting Plan to the Technical Vice President.