NEELEMAN DAVID 4

What Happened

• David Neeleman, a director of Azul S.A. (AZUL), exercised stock options that vested immediately and received shares on March 26, 2026, then immediately gifted the exercised shares for no cash consideration. The Form 4 shows an exercise/conversion of 182,436,172,596 shares and a gift (disposition) of the same 182,436,172,596 shares at $0. The filing also reports a grant/award (derivative) of 547,308,517,788 shares at $0 on the same date.
• The reported share counts are pre-reverse-split figures. Azul shareholders approved a 150,000-to-1 reverse share split effective April 20, 2026; after that split the exercised/gifted shares are expected to equal 1,216,241 common shares. The exercised options had a nominal exercise price of R$1.00 and the award reportedly vests immediately and has no expiration.

Key Details

• Transaction date: March 26, 2026; Form 4 filed March 30, 2026 (filed within required business-day window).
• Actions reported: M = exercise/conversion of derivative (182,436,172,596 shares); G = gift/disposition of those shares for $0; A = grant/award of 547,308,517,788 derivative shares at $0.
• Price/consideration: exercise price reported as nominal R$1.00 (footnote); gifts and award entries show $0 consideration.
• Post-split equivalent: the 182.4B pre-split shares ≈ 1,216,241 shares after the 150,000:1 reverse split; the gifted shares represented ~0.33% of common shares outstanding on the report date (per footnote).
• Related parties: Saleb II Founder 1 LLC is noted as wholly owned and controlled by David Neeleman (footnote).
• Filing timeliness: filed on March 30, 2026 for March 26 transactions (within the standard two-business-day reporting window).

Context

• For retail investors: this was an option exercise followed by an immediate gift — not an open-market sale. Gifts typically reflect personal, estate or philanthropic decisions and do not necessarily signal the insider’s view of the company’s prospects. The large pre-split share numbers are mechanically reduced by the approved 150,000:1 reverse split (hence the much smaller post-split share count). The award/option details (nominal exercise price, immediate vesting, no expiration) are disclosed in the footnotes.