AZUL (AZUL) awards 980,860 restricted share rights to Strategy Committee member

Rhea-AI Filing Summary

AZUL SA reported that Strategy Committee member Jon Zinman received a grant of 980,860 rights to acquire common shares under the company’s Restricted Shares Granting Plan. These restricted shares vest over four years: about 40% vested immediately on the grant date, and roughly 20% will vest on each of May 5, 2027, May 5, 2028, and May 5, 2029, subject to his continued service. If AZUL does not have enough treasury shares at a vesting date, Zinman will be required to 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 Zinman Jon

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 Post-transaction holdings: 980,860 shares/rights Initial vesting portion: approx. 40% +2 more

5 metrics

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

Post-transaction holdings 980,860 shares/rights Total direct holdings following the reported grant

Initial vesting portion approx. 40% Vested on the grant date under the Restricted Shares Granting Plan

Subsequent vesting portions approx. 20% each date Vesting on May 5, 2027, May 5, 2028, May 5, 2029

Nominal subscription price R$1.00 total If AZUL lacks sufficient treasury shares at a vesting date

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

"rights to acquire common shares pursuant to the terms of the Issuer's Restricted Shares Granting Plan ("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 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

"required to 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^*

Zinman Jon

(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 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 insider transaction did AZUL (AZUL) report for Jon Zinman?

AZUL reported that Strategy Committee member Jon Zinman received a grant of 980,860 rights to acquire common shares. These are restricted share rights awarded as compensation, not an open-market purchase, and are structured to vest over several years.

How many AZUL restricted share rights were granted to Jon Zinman?

Jon Zinman was granted 980,860 rights to acquire AZUL common shares. The award comes under the company’s Restricted Shares Granting Plan and represents his total reported holdings following the transaction in this filing.

What is the vesting schedule for Jon Zinman’s AZUL restricted shares?

The restricted shares vest over four years: approximately 40% vested on the grant date, and about 20% will vest on each of May 5, 2027, May 5, 2028, and May 5, 2029, conditioned on Zinman’s continued service with AZUL.

Does Jon Zinman pay for his AZUL restricted shares under this grant?

If AZUL holds enough treasury shares, the restricted shares settle without a cash purchase. If treasury shares are insufficient at a vesting date, Zinman must subscribe for all vested restricted shares for a nominal total price of R$1.00.

Is Jon Zinman’s AZUL Form 4 transaction an open-market buy or sell?

No, the Form 4 reports a compensation-related grant, coded as an acquisition (A), rather than an open-market trade. Zinman received rights to acquire restricted shares that vest over time, instead of buying or selling shares on the market.

How many AZUL shares does Jon Zinman hold after this reported grant?

Following the reported transaction, Zinman’s direct holdings associated with this award total 980,860 common shares or rights. This reflects the full size of the newly granted restricted share award as disclosed in the Form 4.