Azul SA (NYSE: AZUL) grants 980,860 restricted share rights over 4 years

Rhea-AI Filing Summary

Azul SA reporting person Grant James Jason, a member of the Strategy Committee, received a grant of 980,860 rights to acquire common shares under the company’s Restricted Shares Granting Plan. These are compensation-related awards, not open-market purchases.

According to the grant terms, approximately 40% vested on the grant date, with about 20% scheduled to vest on each of May 5, 2027, May 5, 2028, and May 5, 2029, contingent on continued service. If Azul lacks sufficient treasury shares at vesting, the reporting person must subscribe for all vested restricted shares for a nominal total price of R$1.00.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Grant James Jason

Role Member of Strategy Committee

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	980,860	$0.00	--

Holdings After Transaction: Common Shares — 980,860 shares (Direct, null)

Footnotes (1)

1. Represents a grant of 980,860 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 over four years as follows: approximately 40% vested on the grant date and approximately 20% will vest on each of 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: 980,860 rights Price per share in grant: 0.0000 Immediate vesting portion: ≈40% of 980,860 rights +3 more

6 metrics

Restricted share rights granted 980,860 rights Grant of rights to acquire common shares

Price per share in grant 0.0000 Form 4 transaction price per common share

Immediate vesting portion ≈40% of 980,860 rights Vested on grant date

Future vesting tranches ≈20% each date Scheduled on May 5, 2027, 2028, 2029

Post-transaction holdings 980,860 shares/rights Total common shares following transaction

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

"("Restricted Shares"). The Restricted Shares vest over four years as follows"

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"

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 over four years as follows: approximately 40% vested on the grant date"

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 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^*

Grant James Jason

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Member of Strategy 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		980,860(1)	A	$0(2)	980,860	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 980,860 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 over four years as follows: approximately 40% vested on the grant date and approximately 20% will vest on each of 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 the Azul (AZUL) insider receive in this Form 4 filing?

The reporting person received a grant of 980,860 rights to acquire Azul common shares as equity compensation. These rights come from Azul’s Restricted Shares Granting Plan and represent a non-cash award rather than an open-market stock purchase.

How do the 980,860 restricted share rights at Azul (AZUL) vest?

About 40% of the 980,860 restricted share rights vested on the grant date. The remaining portions vest in roughly 20% increments on May 5, 2027, May 5, 2028, and May 5, 2029, provided the reporting person continues service through each vesting date.

Is the Azul (AZUL) Form 4 transaction a stock purchase or a grant?

The Form 4 reflects a grant or award acquisition of 980,860 restricted share rights, not an open-market stock purchase. The transaction carries a zero price per share in the filing, consistent with equity compensation rather than a cash-funded buy order.

What price will the Azul (AZUL) insider pay for the restricted shares, if any?

If Azul does not have enough treasury shares at vesting, the insider must subscribe for all vested restricted shares for a nominal total price of R$1.00. This nominal amount covers all such shares subject to vesting on that date.

What is the total share ownership reported after this Azul (AZUL) grant?

After the reported grant, the Form 4 shows the insider holding 980,860 common shares or rights directly. This figure reflects the position following the compensation award and does not indicate any sales or open-market trading activity in the filing.