Azul CEO granted 2,452,149 restricted share rights

AZUL SA CEO John Peter Rodgerson reported an equity compensation grant of 2,452,149 rights to acquire common shares under the company’s Restricted Shares Granting Plan.

Rhea-AI Filing Summary

AZUL SA CEO John Peter Rodgerson reported an equity compensation grant of 2,452,149 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, contingent on his continued service on each vesting date.

If the company does not hold enough treasury shares at vesting, he will be required to subscribe for all vested restricted shares for a nominal total price of R$1.00. Following this award, he is shown as directly holding 2,452,151 common shares.

Insider Trade Summary

Grant/Award: 2,452,149 shares

Grant/Award 1 txn

Insider Rodgerson John Peter

Role CEO (see remarks)

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	2,452,149	$0.00	$0.00

Holdings After Transaction: Common Shares — 2,452,151 shares (Direct)

Footnotes (2)

1. F1. Represents a grant of 2,452,149 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 share rights granted: 2,452,149 rights to acquire common shares Vesting schedule: Three equal annual installments Post-grant holdings: 2,452,151 common shares +2 more

5 metrics

Restricted share rights granted 2,452,149 rights to acquire common shares Equity award to CEO under Restricted Shares Granting Plan

Vesting schedule Three equal annual installments Vests on May 5, 2027, May 5, 2028 and May 5, 2029

Post-grant holdings 2,452,151 common shares Direct holdings following the reported transaction

Nominal subscription price R$1.00 total If insufficient treasury shares at vesting for all restricted shares

Grant price per share 0.0000 per share Reported transaction price for the equity award

Key Terms

Restricted Shares Granting Plan, treasury shares, vesting, nominal price

4 terms

Restricted Shares Granting Plan financial

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

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

"will be required to subscribe for the Restricted Shares for a nominal price of R$1.00"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Azul (AZUL) CEO John Rodgerson receive in this Form 4 filing?

Azul’s CEO John Rodgerson received a grant of 2,452,149 rights to acquire common shares as restricted shares. The award is part of the company’s Restricted Shares Granting Plan and represents equity-based compensation rather than an open-market share purchase.

How do the 2,452,149 restricted shares for Azul (AZUL) CEO vest?

The 2,452,149 restricted shares for Azul’s CEO vest in three equal annual installments. Vesting dates are May 5, 2027, May 5, 2028 and May 5, 2029, and each installment requires his continued service through the applicable vesting date.

Did the Azul (AZUL) CEO pay anything for the new restricted shares?

At grant, the transaction price per share is reported as zero, so no cash was paid. If Azul lacks sufficient treasury shares at vesting, he must subscribe to all vested restricted shares for a nominal total price of R$1.00.

How many Azul (AZUL) common shares does the CEO hold after this grant?

After the reported grant, the CEO’s direct holdings are shown as 2,452,151 common shares. This figure reflects his position immediately following the equity award, providing a snapshot of his current direct ownership stake in Azul.

Is this Azul (AZUL) Form 4 a market buy or a compensation grant?

This Form 4 reports a compensation-related equity grant, not a market purchase. The transaction is coded as a grant, award or other acquisition, with 2,452,149 restricted share rights awarded under Azul’s Restricted Shares Granting Plan at no per-share purchase price.

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

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Accepted by SEC EDGAR 06/17/2026 - 06:51 PM EDT Learn about SEC filing dates

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^*

Rodgerson John Peter

(Last) (First) (Middle)

AV. MARCOS PENTEADO ULHOA RODRIGES

939 TAMBORE, BARUERI

(Street)

SAO PAULO SP 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
X	Officer (give title below)		Other (specify below)
	CEO (see remarks)

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		2,452,149(1)	A	$0(2)	2,452,151	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 2,452,149 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.

Remarks:

Also a Member of the Strategy Committee.

	/s/John Peter Rodgerson	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)