Azul SA (AZUL) awards 588,516 restricted share rights to committee member

Rhea-AI Filing Summary

Azul SA granted Member of the Strategic Committee John S. Slattery 588,516 rights to acquire common shares under the company’s Restricted Shares Granting Plan. The award is structured as restricted shares that function as equity-based compensation rather than a cash transaction.

The restricted shares vest in three equal annual installments on May 5, 2027, May 5, 2028 and May 5, 2029, and each vesting tranche is contingent on Slattery’s continued service on the relevant vesting date. Following the grant, he is shown as directly holding 588,516 common shares.

If Azul does not have sufficient treasury shares available at a vesting date, Slattery will be required to subscribe for the vested restricted shares for a nominal total price of R$1.00 for all shares subject to vesting, indicating that economic cost to him is symbolic while aligning his incentives with shareholders over the multi‑year vesting period.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Slattery John S.

Role Member of Strategic Committee

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	588,516	$0.00	--

Holdings After Transaction: Common Shares — 588,516 shares (Direct, null)

Footnotes (1)

1. Represents a grant of 588,516 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.

Key Figures

Restricted share rights granted: 588,516 rights Post-transaction holdings: 588,516 common shares Nominal subscription price: R$1.00 total +3 more

6 metrics

Restricted share rights granted 588,516 rights Grant of rights to acquire common shares to John S. Slattery

Post-transaction holdings 588,516 common shares Total shares directly held after the grant

Nominal subscription price R$1.00 total Price for all restricted shares if treasury shares are insufficient

First vesting date May 5, 2027 First of three equal annual vesting installments

Second vesting date May 5, 2028 Second of three equal annual vesting installments

Third vesting date May 5, 2029 Final vesting installment for the restricted shares

Key Terms

Restricted Shares Granting Plan, Restricted Shares, treasury shares, rights to acquire common shares

4 terms

Restricted Shares Granting Plan financial

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

Restricted Shares financial

"Represents a grant of 588,516 rights to acquire common shares ... ("Restricted Shares")."

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.

rights to acquire common shares financial

"Represents a grant of 588,516 rights to acquire common shares pursuant to the terms of the Issuer's Restricted Shares Granting Plan"

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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^*

Slattery John S.

(Last) (First) (Middle)

AV. MARCOS PENTEADO ULHOA RODRIGES

939 TAMBORE, BARUERI

(Street)

SAO PAULO D5 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)
	Member of Strategic Committee

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		588,516(1)	A	$0(2)	588,516	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 588,516 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)

FAQ

What did Azul (AZUL) grant to John S. Slattery in this Form 4?

Azul granted John S. Slattery 588,516 rights to acquire common shares as restricted shares. The grant is part of Azul’s Restricted Shares Granting Plan and represents equity-based compensation rather than a cash purchase transaction.

How do the 588,516 restricted shares at Azul (AZUL) vest?

The 588,516 restricted shares vest in three equal annual installments on May 5, 2027, May 5, 2028 and May 5, 2029. Each installment requires John S. Slattery to remain in service with Azul through the corresponding vesting date.

What is the cost to John S. Slattery for the Azul (AZUL) restricted shares?

The Form 4 shows a grant at zero price per share, but footnotes state that if Azul lacks sufficient treasury shares, Slattery must subscribe to all vested restricted shares for a nominal total price of R$1.00.

What is John S. Slattery’s share position in Azul (AZUL) after this grant?

After the grant, the filing reports John S. Slattery directly holding 588,516 common shares. This figure reflects the reported total shares following the transaction in the Form 4’s non-derivative holdings table.

What conditions apply to the Azul (AZUL) restricted share grant?

Vesting of the Azul restricted shares depends on John S. Slattery’s continued service through May 5, 2027, 2028 and 2029. Settlement may use treasury shares, or, if unavailable, require a nominal R$1.00 subscription for all vested shares.