Huge reverse split and warrant cancellation at Azul (AZLUD)
Rhea-AI Filing Summary
Azul S.A. plans a major reverse stock split of its common shares at a ratio of 150,000 existing shares for 1 new share, with no change to total share capital. The move responds to a request from B3 to lift the trading price above BRL 1.00 and end trading in million-share lots.
Shareholders whose holdings are not exact multiples of 150,000 may adjust their positions in the market through April 14, 2026. If approved, the post-split shares will trade from April 17, 2026, with the standard lot reduced to a single share. The company also states that subscription warrants issued in its April 29, 2025 primary offering will be deemed settled, cancelled and extinguished under its Chapter 11 reorganization plan, and it has asked B3 to remove these warrants from trading.
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Insights
Azul restructures its share base with a huge reverse split and cancels legacy warrants tied to its Chapter 11 process.
Azul S.A. is proposing a 150,000-for-1 reverse stock split with no change in total capital. This is driven by B3 rules so that the post-split share price returns above BRL 1.00 and normal single-share trading lots can resume instead of million-share lots.
The reverse split does not itself raise cash or alter aggregate equity, but it radically compresses the share count and lifts per-share price, which may affect trading dynamics and investor perception. Execution depends on shareholder approval at the called meeting, and the timetable centers on trading post-split from April 17, 2026.
Azul also describes the treatment of April 2025 subscription warrants, which are placed in Class 11 claims under its confirmed Chapter 11 reorganization plan. Upon consummation of the plan and emergence from Chapter 11, these warrants will be settled, cancelled and removed from B3 trading, aligning the listed instruments with the plan structure.
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, Castelo Branco Office Park
Avenida Marcos Penteado de Ulhôa Rodrigues, 939
Tamboré, Barueri, São Paulo, 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 x 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 x
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 x
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Material Fact March | 2026 |
Azul Announces Reverse Stock Split and
Cancellation of Subscription Warrants
São Paulo, March 3, 2026 – Azul S.A. ("Azul” or “Company”) (B3: AZUL53; OTC: AZLUY) hereby informs the market that it has called a general shareholders’ meeting to resolve on the approval of a reverse stock split of all common shares issued by the Company, at a ratio of one hundred and fifty thousand (150,000) shares to form one (1) share (the “Reverse Split Ratio”), with no change to the Company’s share capital (the “Reverse Split”).
The Reverse Split is intended to comply with an express request received from B3 S.A. – Brasil, Bolsa, Balcão (“B3”), based on the applicable regulation, so that the Company’s shares once again have an individual trading price above BRL 1.00, avoiding the need to continue trading in lots (the Company’s shares currently trade in lots of 1,000,000).
As disclosed in the materials made available in connection with the call notice, holders of common shares issued by the Company in an amount that is not a multiple of 150,000 may, from this date through April 14, 2026, at their sole discretion, adjust their respective positions through market transactions by aggregating their holdings into lots that are multiples of 150,000 shares, by trading on B3 through their brokers, in accordance with B3’s own operational rules. If the Reverse Split is approved, as of April 17, 2026, the Company’s shares will be traded exclusively on a post-split basis, and the standard trading lot will be reduced from one million (1,000,000) to one (1) share.
Additionally, in light of the Company’s exit from the Chapter 11 process, pursuant to Azul’s reorganization plan approved by the United States Bankruptcy Court for the Southern District of New York and duly disclosed to the market (the “Plan”), the subscription warrants issued as an additional benefit in the context of the Company’s primary public offering of shares completed on April 29, 2025 (the “April 2025 Warrants”) are part of Class 11 claims and must, upon consummation of the Plan and the Company’s emergence from Chapter 11, be deemed settled, cancelled, released and extinguished, and therefore will no longer be eligible for trading, including on B3 S.A. – Brasil, Bolsa, Balcão. In compliance with the Plan, the Company has requested that B3 remove the April 2025 Warrants from the trading environment.
Azul will keep its shareholders and the market informed of any material developments in these matters, in full compliance with applicable laws and regulations.
About Azul
Azul S.A. (B3: AZUL53; OTC: AZLUY), Brazil’s largest airline in number of cities served, offers more than 800 daily flights to 137 destinations. With an operating fleet of approximately 170 aircraft and more than 15,000 crew members, the Company operates a network of 250 nonstop routes. Azul was ranked by Cirium, a leading aviation analytics company, as the 2nd most on-time airline in the world in 2023. In 2020, it was named the world’s best airline by TripAdvisor, the first time a Brazilian airline achieved the top position in the Traveler’s Choice Awards. For more information, visit ri.voeazul.com.br.
Contact
Investor Relations Tel: +55 11 4831 2880 invest@voeazul.com.br |
Press Relations Tel: +55 11 98196-1035 imprensa@voeazul.com.br |
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 3, 2026
Azul S.A.
By: /s/ Alexandre Wagner Malfitani
Name: Alexandre Wagner Malfitani
Title: Chief Financial Officer