Azul CRO granted 1.37M restricted share rights

AZUL SA reported that Chief Revenue Officer Abhi Manoj Shah received a compensation-related grant of 1,373,204 rights to acquire common shares under the company’s Restricted Shares Granting Plan.

Rhea-AI Filing Summary

AZUL SA reported that Chief Revenue Officer Abhi Manoj Shah received a compensation-related grant of 1,373,204 rights to acquire common shares under the company’s Restricted Shares Granting Plan. These restricted share rights vest in three equal annual installments on May 5, 2027, May 5, 2028, and May 5, 2029, contingent on his continued service through each vesting date.

If AZUL lacks sufficient treasury shares at a vesting date, Shah will be required to subscribe for the vested restricted shares for a nominal total price of R$1.00. Following this grant, he is reported as beneficially owning 1,373,206 common shares directly.

Insider Trade Summary

Grant/Award: 1,373,204 shares

Grant/Award 1 txn

Insider Shah Abhi Manoj

Role Chief Revenue Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	1,373,204	$0.00	$0.00

Holdings After Transaction: Common Shares — 1,373,206 shares (Direct)

Footnotes (2)

1. F1. Represents a grant of 1,373,204 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: 1,373,204 rights Vesting installment count: 3 installments Total shares after grant: 1,373,206 shares +2 more

5 metrics

Restricted share rights granted 1,373,204 rights Grant of rights to acquire common shares to CRO

Vesting installment count 3 installments Equal annual vesting on May 5, 2027, 2028, 2029

Total shares after grant 1,373,206 shares Common shares beneficially owned following the reported grant

Subscription price if no treasury shares R$1.00 total Nominal price to subscribe for all vested restricted shares

Transaction price per share $0.0000 per share Reported price for the non-cash grant transaction

Key Terms

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

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 1,373,204 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.

vesting date financial

"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."

FAQ

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

What insider transaction did AZUL (AZUL) report for Abhi Manoj Shah?

AZUL reported that Chief Revenue Officer Abhi Manoj Shah received a grant of 1,373,204 rights to acquire common shares. The award is part of the company’s Restricted Shares Granting Plan and is structured as compensation rather than an open-market share purchase.

How many restricted share rights did AZUL (AZUL) grant to its CRO?

AZUL granted its Chief Revenue Officer 1,373,204 rights to acquire common shares. These are restricted share rights under the company’s plan and will convert into shares only as they vest over time, contingent on his continued service with the company.

What is the vesting schedule for the AZUL (AZUL) restricted share grant?

The 1,373,204 restricted share rights vest in three equal annual installments. Vesting dates are May 5, 2027, May 5, 2028, and May 5, 2029, and each installment depends on Abhi Manoj Shah remaining in service through the applicable vesting date.

What price will AZUL (AZUL) executive Abhi Manoj Shah pay for the restricted shares?

If AZUL has insufficient treasury shares at a vesting date, Abhi Manoj Shah must subscribe for the vested restricted shares. The filing states a nominal total subscription price of R$1.00 for all restricted shares that are subject to vesting at that time.

How many AZUL (AZUL) common shares does Abhi Manoj Shah hold after the grant?

After the reported grant, Abhi Manoj Shah is shown as holding 1,373,206 common shares directly. This total reflects his beneficial ownership following the compensation-related award of 1,373,204 restricted share rights disclosed in the Form 4 filing.

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

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Accepted by SEC EDGAR 06/17/2026 - 06:58 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^*

Shah Abhi Manoj

(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)
	Chief Revenue 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		1,373,204(1)	A	$0(2)	1,373,206	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 1,373,204 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)