Azul CFO granted 725,836 restricted share rights

Azul SA Chief Financial Officer Antonio Carlos Garcia reported a compensation-related grant of 725,836 rights to acquire common shares, described as Restricted Shares.

Rhea-AI Filing Summary

Azul SA Chief Financial Officer Antonio Carlos Garcia reported a compensation-related grant of 725,836 rights to acquire common shares, described as Restricted Shares. These awards vest in three equal annual installments on May 5, 2027, May 5, 2028 and May 5, 2029, conditioned on his continued service. Following this grant, he is shown holding 725,836 common shares directly. If Azul 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.

Insider Trade Summary

Grant/Award: 725,836 shares

Grant/Award 1 txn

Insider Garcia Antonio Carlos

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	725,836	$0.00	$0.00

Holdings After Transaction: Common Shares — 725,836 shares (Direct)

Footnotes (2)

1. F1. Represents a grant of 725,836 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: 725,836 rights Shares held after grant: 725,836 shares Vesting dates: May 5, 2027 / 2028 / 2029 +1 more

4 metrics

Restricted share rights granted 725,836 rights Grant of rights to acquire common shares to CFO

Shares held after grant 725,836 shares Total common shares directly held following the reported grant

Vesting dates May 5, 2027 / 2028 / 2029 Restricted Shares vest in three equal annual installments

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

Key Terms

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

4 terms

Restricted Shares Granting Plan financial

"grant of 725,836 rights to acquire common shares pursuant to the terms of the Issuer's Restricted Shares Granting Plan"

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.

FAQ

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

What insider transaction did Azul (AZUL) disclose for its CFO?

Azul disclosed that CFO Antonio Carlos Garcia received 725,836 rights to acquire common shares as Restricted Shares. These are compensation awards, not an open-market purchase, and vest over time based on his continued service with the company.

How many restricted share rights did Azul CFO Garcia receive?

He received 725,836 rights to acquire Azul common shares under the company’s Restricted Shares Granting Plan. The grant vests in three equal annual installments, aligning his compensation with long-term company performance and his continued employment through the vesting dates.

When do the Azul CFO’s Restricted Shares vest?

The 725,836 Restricted Shares vest in three equal annual installments on May 5, 2027, May 5, 2028 and May 5, 2029. Vesting is contingent on Antonio Carlos Garcia’s continued service with Azul on each applicable vesting date, making this a long-term incentive.

What price will Azul’s CFO pay for the Restricted Shares at vesting?

If Azul lacks sufficient treasury shares at vesting, the CFO must subscribe for the vested Restricted Shares for a nominal total price of R$1.00. This nominal subscription applies to all Restricted Shares subject to vesting on the applicable vesting date.

Are the Azul CFO’s new Restricted Shares an open-market stock purchase?

No. The Form 4 shows a grant coded as an acquisition (A) under a Restricted Shares Granting Plan, with no purchase price per share. This reflects equity compensation rather than an open-market buy or sell transaction in Azul’s stock.

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

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Accepted by SEC EDGAR 06/17/2026 - 06:26 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^*

Garcia Antonio Carlos

(Last) (First) (Middle)

AV. MARCOS PENTEADO DE ULHOA RODRIGUES,

8TH FLOOR, TAMBORE

(Street)

SAO PAULO 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)
	Chief Financial Officer

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		725,836(1)	A	$0(2)	725,836	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 725,836 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)