AZUL (AZUL) Strategy Committee Member Grant James Jason Receives Award

What Happened
Grant James Jason, a member of AZUL's Strategy Committee, was granted 980,860 restricted common shares (transaction code A) on June 15, 2026. The grant was recorded at $0.00 per share (total reported value $0). Approximately 40% of the award vested on the grant date, with the remainder vesting in ~20% installments on May 5, 2027, May 5, 2028, and May 5, 2029, subject to continued service.

Key Details

• Transaction date: 2026-06-15; Form 4 filed 2026-06-17 (timely filing).
• Instrument: Restricted Shares grant (980,860 shares); reported price $0.00; total reported value $0.
• Vesting: ~40% vested on grant date; ~20% vest on each of 2027-05-05, 2028-05-05, 2029-05-05, contingent on continued service.
• Shares owned after transaction: Not specified in the provided filing.
• Notable footnote(s):
  • F1: Describes the restricted-share plan and the four-year vesting schedule above.
  • F2: If AZUL lacks sufficient treasury shares at settlement, the reporting person must subscribe for vested shares at a nominal price of R$1.00 each.

Context
This was an equity compensation award (not an open-market purchase or sale). Restricted shares vest over time and are contingent on continued service, so they do not necessarily indicate immediate buying/selling intent. The immediate ~40% vesting means the reporting person gained some vested shares at grant, while the remainder is subject to future vesting and potential nominal subscription if AZUL cannot settle via treasury shares.