Zinman Jon 4

What Happened
Jon Zinman, a member of Azul S.A.'s Strategy Committee, received a grant of 980,860 restricted common shares (transaction code A) on June 15, 2026. The shares were awarded at a $0.00 acquisition price (total cash paid $0). Approximately 40% of the award vested on the grant date, with the remainder vesting in three annual installments (about 20% each) on May 5, 2027, May 5, 2028 and May 5, 2029, subject to continued service.

Key Details

• Transaction date: June 15, 2026 (Form filed June 17, 2026) — filing appears timely (within normal Form 4 window).
• Award size: 980,860 restricted shares; acquisition price: $0.00; total cash paid: $0.
• Vesting: ~40% vested on grant date (≈392,344 shares); ~20% (≈196,172 shares) to vest on each of 5/5/2027, 5/5/2028, 5/5/2029, contingent on continued service.
• Post-transaction holdings: Not specified in the provided filing excerpt.
• Footnote: If Azul lacks sufficient treasury shares to settle vesting, the reporting person may be required to subscribe for vested shares for a nominal price of R$1.00 (one Brazilian real).

Context
This was a compensation award (restricted shares), not a market purchase or sale. Such grants are common for executive/employee compensation and do not necessarily indicate a buy or sell signal. The immediate (~40%) vesting portion means a material slice became vested on the grant date; remaining tranches are service-conditioned.