AZUL SA·4

Jun 17, 7:17 PM ET

NEELEMAN DAVID 4

4 · AZUL SA · Filed Jun 17, 2026

Research Summary

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AZUL Director David Neeleman Receives 1,294,735 Restricted Shares

What Happened David Neeleman, a director of AZUL S.A. (AZUL), was granted 1,294,735 restricted shares on June 15, 2026. The award was reported on a Form 4 filed June 17, 2026. The acquisition price shown is $0.00 (total reported consideration $0); the Restricted Shares vest in three equal annual installments on May 5, 2027, May 5, 2028 and May 5, 2029, contingent on continued service.

Key Details

  • Transaction date: 2026-06-15; Form 4 filed: 2026-06-17 (filed timely).
  • Transaction type: Award/grant (Code A).
  • Shares granted: 1,294,735; acquisition price: $0.00; total reported consideration: $0.
  • Shares owned after transaction: Not disclosed in this filing.
  • Important footnotes:
    • F1: Grant governed by the Issuer's Restricted Shares Granting Plan; vests in three equal annual installments (May 5, 2027/2028/2029) subject to continued service.
    • F2: If the company lacks sufficient treasury shares at vesting, the reporting person would subscribe for the shares for a nominal R$1.00 for all Restricted Shares subject to vesting.
    • F3: Saleb II Founder 1 LLC is wholly owned and controlled by David Neeleman (disclosed ownership/control detail).
  • Filing timeliness: Report appears timely (filed within two days of the transaction date).

Context This was an equity compensation grant, not an open-market purchase or sale, so it does not reflect an immediate change in market exposure (the shares vest over time and may be subject to issuance mechanics). Restricted share awards are commonly used for retention and alignment with shareholders; they become potentially dilutive only when vested and issued.

Insider Transaction Report

Form 4
Period: 2026-06-15
Transactions
  • Award

    Common Shares

    [F1][F2]
    2026-06-15+1,294,7353,764,246 total
Holdings
  • Common Shares

    [F3]
    (indirect: By LLC)
    2
Footnotes (3)
  • [F1]Represents a grant of 1,294,735 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.
  • [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.
  • [F3]Saleb II Founder 1 LLC is wholly owned and controlled by David Neeleman.
Signature
/s/ John Peter Rodgerson, Attorney-in-Fact|2026-06-17

Documents

1 file
  • 4
    form4.xmlPrimary

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES