AZUL (AZUL) controller receives 98,086 Restricted Shares equity grant

Rhea-AI Filing Summary

AZUL SA controller Mariano Ricardo Luiz Temer received a grant of 98,086 rights to acquire common shares as equity compensation. These Restricted Shares were awarded at no purchase price on the grant date and are part of the issuer's Restricted Shares Granting Plan.

The award vests in three equal annual installments on May 5, 2027, May 5, 2028 and May 5, 2029, and each installment requires his continued service through the applicable vesting date. After this grant, he holds 98,086 common shares or rights directly.

If AZUL SA does not have enough treasury shares when the awards vest, he will be required to subscribe for the vested Restricted Shares for a nominal total price of R$1.00, which keeps his effective acquisition cost essentially symbolic rather than reflecting an open-market purchase.

Insider Trade Summary

Net Buyer: 98,086 shares

Net Buy 1 txn

Insider Mariano Ricardo Luiz Temer

Role Controller

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	98,086	$0.00	$0.00

Holdings After Transaction: Common Shares — 98,086 shares (Direct)

Footnotes (2)

1. F1. Represents a grant of 98,086 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. F2. 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.

Key Figures

Restricted Shares granted: 98,086 shares Shares held after transaction: 98,086 shares Vesting dates: May 5, 2027 / 2028 / 2029 +1 more

4 metrics

Restricted Shares granted 98,086 shares Grant of rights to acquire common shares

Shares held after transaction 98,086 shares Total direct holdings following grant

Vesting dates May 5, 2027 / 2028 / 2029 Three equal annual installments

Subscription price if no treasury shares R$1.00 total Nominal price for all Restricted Shares at vesting

Key Terms

Restricted Shares Granting Plan, Restricted Shares, treasury shares

3 terms

Restricted Shares Granting Plan financial

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

Restricted Shares financial

"Represents a grant of 98,086 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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/17/2026 - 07:05 PM Accepted by SEC EDGAR 06/17/2026 - 07:05 PM Learn about SEC filing dates

FAQ

What insider transaction did AZUL (AZUL) report for Mariano Ricardo Luiz Temer?

AZUL reported that controller Mariano Ricardo Luiz Temer received 98,086 rights to acquire common shares as a compensation grant. The award was made at no purchase price and is tied to the company’s Restricted Shares Granting Plan, rather than being an open-market share purchase.

How many AZUL (AZUL) shares or rights does Mariano Temer hold after this Form 4?

After this grant, Mariano Ricardo Luiz Temer holds 98,086 common shares or equivalent rights directly. This entire amount comes from the newly reported award, indicating the filing reflects his current direct equity position associated with this specific Restricted Shares grant.

How do the AZUL (AZUL) Restricted Shares granted to Mariano Temer vest over time?

The 98,086 Restricted Shares vest in three equal annual installments on May 5, 2027, May 5, 2028 and May 5, 2029. Vesting is contingent on his continued service with AZUL through each respective vesting date, aligning the award with long-term retention incentives.

Is Mariano Temer’s AZUL (AZUL) Restricted Share grant an open-market purchase?

No, the transaction is a grant or award of 98,086 Restricted Shares at no purchase price, not an open-market share purchase. It represents equity-based compensation under AZUL’s Restricted Shares Granting Plan, classified as an acquisition with transaction code A on the Form 4.

What happens if AZUL (AZUL) lacks treasury shares when Mariano Temer’s awards vest?

If AZUL does not hold enough treasury shares at vesting, Mariano Ricardo Luiz Temer must subscribe for the Restricted Shares. He would pay a nominal total price of R$1.00 for all vested shares, keeping his effective cost minimal while still formalizing share issuance.

What conditions must be met for Mariano Temer’s AZUL (AZUL) Restricted Shares to vest?

For each installment to vest, Mariano Ricardo Luiz Temer must remain in service with AZUL through May 5 of 2027, 2028, and 2029. The vesting is explicitly contingent on continued service on each vesting date, reinforcing the award’s role as a retention tool.

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^*

Mariano Ricardo Luiz Temer

(Last) (First) (Middle)

AV. MARCOS PENTEADO ULHOA RODRIGES

939 TAMBORE, BARUERI

(Street)

SAO PAULO B5 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)

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

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		98,086(1)	A	$0(2)	98,086	D

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 98,086 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/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)