Azul (AZLUD) completes 75-for-1 reverse share and ADS consolidation

Rhea-AI Filing Summary

Azul S.A. reports that its previously approved reverse share split and related reverse ADS split are now effective. Every 75 common shares became one common share on February 18, 2026, and every 75 American Depositary Shares (ADSs) became one ADS on March 2, 2026.

The ratio of common shares per ADS did not change: one ADS still represents 500,000 common shares. The company lists updated trading identifiers, including common shares under ticker B3: AZUL53 and unrestricted ADSs under ticker OTC: AZLUY. Restricted ADSs issued in connection with the company’s Chapter 11 plan remain at 500,000 common shares per Restricted ADS and were not affected by the Reverse ADS Split.

Form 6-K: How Foreign Companies Report to the SEC →

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 March 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.

Form 20-F ☒ 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):

Yes ☐ No ☒

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):

Yes ☐ No ☒

Effectiveness of Reverse ADS Split

As previously announced, on February 12, 2026, the shareholders of Azul S.A. (the “Company”) approved in an extraordinary general meeting of the shareholders, a reverse share split (the “Reverse Share Split”) of the Company’s common shares (“common shares”). Pursuant to the Reverse Share Split, 75 common shares prior to the Reverse Share Split became one common share upon effectiveness of the Reverse Share Split. The Reverse Share Split became effective on February 18, 2026.

The corresponding reverse split of the Company’s American Depositary Shares (the “ADSs”) representing common shares (the “Reverse ADS Split”) became effective on March 2, 2026. Pursuant to the Reverse ADS Split, 75 ADSs prior to the Reverse ADS Split became one ADS upon effectiveness of the Reverse ADS Split. For the avoidance of doubt, the Reverse ADS Split did not change the number of common shares represented by one ADS, which remains at one ADS representing 500,000 common shares.

Security Identifiers

For ease of reference, the table set forth below summarizes the tickers and security identifiers in relation to the common shares and ADSs:

Security	CUSIP	ISIN	Ticker
Common shares	Not applicable	BRAZULA01OR8	B3: AZUL53
ADSs (unrestricted) (1)	05501U601	US05501U6010	OTC: AZLUY
Restricted ADSs (Rule 144A)(2)	05501U502	US05501U5028	OTC: AZUXQ
Restricted ADSs (Regulation S)(2)	05501U114	US05501U1142	OTC: AZSAQ

(1) Refers to unrestricted, publicly traded ADSs. The pre-Reverse ADS Split CUSIP for the unrestricted ADSs was 05501U403.

(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 “Unregistered Offering”). The Unregistered Offering was not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and was conducted pursuant to transactions exempt from or not subject to registration under the Securities Act, including pursuant to Section 4(a)(2) of the Securities Act and/or Regulation S of the Securities Act and regulations promulgated under the Securities Act. The Restricted ADSs represent common shares issued by the Company on February 20, 2026 following the Reverse Share Split, at a ratio of 500,000 common shares to one Restricted ADS. As a result, the Reverse ADS Split was not applied to the Restricted ADSs.

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: March 2, 2026

Azul S.A.

By: /s/ Alexandre Wagner Malfitani
Name: Alexandre Wagner Malfitani
Title: Chief Financial Officer

FAQ

What reverse share split did Azul (AZLUD) implement?

Azul implemented a reverse share split where every 75 common shares became one common share. This Reverse Share Split took effect on 18 February 2026, consolidating the share count while keeping each holder’s proportional ownership unchanged in percentage terms.

How did the reverse ADS split affect Azul (AZLUD) ADS holders?

Every 75 Azul ADSs became one ADS in the Reverse ADS Split, effective 2 March 2026. The underlying ratio remains unchanged, with each ADS still representing 500,000 common shares, so the economic interest per ADS stayed consistent despite the nominal reduction in ADS count.

Did Azul (AZLUD) change the number of common shares per ADS?

No, Azul kept the ADS underlying share ratio the same. One ADS continues to represent 500,000 common shares. Only the number of ADSs outstanding changed due to the 75-for-1 Reverse ADS Split, not the economic stake each ADS represents.

Which Azul (AZLUD) securities were not affected by the Reverse ADS Split?

Restricted ADSs issued on 20 February 2026 were not affected. These Restricted ADSs, created under the Chapter 11 reorganization plan and an unregistered offering, already represent 500,000 common shares each, so the Reverse ADS Split was not applied to them.

What are the new Azul (AZLUD) trading tickers after the reverse splits?

Azul’s common shares now trade under ticker B3: AZUL53 in Brazil. Unrestricted ADSs trade over-the-counter as AZLUY, while Restricted ADSs trade as AZUXQ (Rule 144A) and AZSAQ (Regulation S), aligning identifiers with the post-split capital structure.

How were Azul (AZLUD) Restricted ADSs originally issued?

Restricted ADSs were issued on 20 February 2026, representing common shares from an offering in Brazil and a private placement to certain investors and noteholders. These issuances formed part of Azul’s Chapter 11 plan of reorganization confirmed on 19 December 2025.