UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-38049
Azul S.A.
(Name of Registrant)
Edifício Jatobá, 8th Floor,
Condomínio Castelo Branco Office Park
Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939
Tamboré, Barueri, SP, 06460-040, Brazil
+55 (11) 4831 2880
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Reverse Share Split of Common Shares
On March 25, 2026, in an extraordinary general meeting
of the shareholders of Azul S.A. (the “Company”), the shareholders of the Company approved a reverse share split of
the common shares, without par value, of the Company (the “common shares”) at a ratio of 150,000 common shares to form
one (1) common share (the “Reverse Share Split”).
The “ex-date” for the Reverse Share Split
on the B3 S.A. - Brasil, Bolsa, Balcão (the “B3”) is April 20, 2026, which means that, with effect from April
20, 2026, the common shares will trade on an as-reverse split basis under the new B3 ticker of “AZUL3”.
As a result of the T+2 trading cycle on the B3, and
taking into account that April 21, 2026 is not a B3 trading day, the positions of holders of common shares will be updated in the B3 (and
therefore in brokerage/custody accounts) on April 23, 2026.
ADS Ratio Change
As used herein, “ADS” means American
depositary shares, representing common shares, issued pursuant to a Deposit Agreement, by and among the Company, Citibank, N.A., as depositary
(the “Depositary”), and all holders and beneficial owners of American depositary shares issued thereunder (as amended
and supplemented from time to time) (the “Deposit Agreement”).
In connection with the Reverse Share Split, the Company
will change the ADS-to-common share ratio (the “ADS Ratio Change”) as follows:
| Existing ADS-to-common share ratio: |
One (1) ADS representing one (1) share unit with each share unit representing
the right to receive 500,000 common shares
|
| New ADS-to-common share ratio: |
One (1) ADS representing the right to receive two (2) common shares |
As a result of the ADS Ratio Change, holders of existing
ADSs will receive 0.666666 of a new ADS for every one (1) existing ADS held as of the close of business on April 20, 2026 (the “Forward
Split ADSs”), subject to the terms of the Deposit Agreement and the operational procedures of the Depository Trust Company.
Only whole ADSs will be distributed. No fractional ADSs will be issued. Cash-in-lieu of fractional entitlements to ADSs will be distributed
at a rate based upon the net proceeds received by the Depositary for the sale of the aggregate of the fractional ADS entitlements.
The Company currently expects that the ADS Ratio Change
will become effective as of April 23, 2026 (the “ADS Effective Date”) and that the Forward Split ADSs will be delivered
to holders of the ADSs on the ADS Effective Date.
For avoidance of doubt, the ADS Ratio Change will
apply to all ADSs, including restricted ADSs.
Further operational details in relation to the ADS
Ratio Change will be communicated to holders of ADSs by the Depositary in a notice distributed pursuant to their customary procedures.
Security Identifiers
The ADS Ratio Change will not result in any changes
to the CUSIPs or ISINs for the ADSs or the restricted ADSs. For ease of reference, the table below sets forth the security identifiers
for the common shares, the ADSs and the restricted ADSs:
| Security |
CUSIP |
ISIN |
| Common shares |
Not applicable |
BRAZULA01OR8 |
| ADSs (Unrestricted) (1) |
05501U601 |
US05501U6010 |
| Restricted ADSs (Rule 144A) (2) |
05501U502 |
US05501U5020 |
| Restricted ADSs (Regulation S) (2) |
05501U114 (3) |
US05501U1144 (3) |
| ADS (4) |
05501U908 |
US05501U9087 |
| ADS (5) |
05501U916 |
US05501U9160 |
(1) Refers to unrestricted, publicly traded ADSs.
(2) Refers to Restricted ADSs representing common
shares that were issued by the Company on February 20, 2026 pursuant to an offering of common shares in Brazil and a private placement
of common shares placed outside Brazil exclusively with certain committed investors and existing noteholders in accordance with the Company’s
Chapter 11 plan of reorganization confirmed by the U.S. Bankruptcy Court on December 19, 2025, which became effective on February 20,
2026 (the “Chapter 11 Plan”).
(3) The 40-day distribution compliance period for
the purposes of Regulation S under the Securities Act of 1933, as amended, in respect of the Restricted ADSs (Regulation S) issued by
the Company on February 20, 2026 lapsed on April 1, 2026. Effective as of April 16, 2026, all Restricted ADSs (Regulation S) will be mandatorily
exchanged for ADS (Unrestricted) (CUSIP: 05501U601; ISIN: US05501U6010), which are the Company’s freely transferrable ADSs.
(4) Refers to the ADSs that were issued to, and remain
held by, Azul 1L Creditors Entity Ltd. and Azul 2L Creditors Entity Ltd. pursuant to the Chapter 11 Plan.
(5) Refers to ADSs previously issued by the Company
pursuant to a private placement.
Preparations for Listing on NYSE American
Effectiveness of the Reverse Share Split and the ADS
Ratio Change referred to above are two pre-conditions to the Company obtaining a listing of its issued and outstanding common shares and
its ADSs on NYSE American, LLC (“NYSE American”). Subject to the approval of NYSE American and to the satisfaction
of all applicable listing requirements and conditions, the Company expects to apply to list on NYSE American in due course, taking into
account prevailing market conditions, among other factors.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: April 14, 2026
Azul S.A.
By: /s/ Alexandre Wagner
Malfitani
Name: Alexandre Wagner Malfitani
Title: Chief Financial Officer
