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Azul (NYSE: AZLUD) shifts ADS listing from OTC to NYSE American

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(Neutral)
Filing Sentiment
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Form Type
6-K

Rhea-AI Filing Summary

Azul S.A. announced that its common shares and American depositary shares (ADSs), each representing two common shares, have been approved for listing on NYSE American. Subject to listing conditions, trading of the ADSs on NYSE American under the ticker "AZUL" is expected to begin on June 1, 2026, at market open.

Once this occurs, prices for the ADSs will no longer be quoted on OTC Markets. Azul’s common shares will continue to trade on Brazil’s B3 under the symbol AZUL3, and existing holders of common shares or ADSs are not required to take any action. The CEO described the NYSE American listing as an important milestone following the company’s restructuring and indicated Azul is on track to seek an uplisting to the New York Stock Exchange in early July 2026.

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Insights

Azul shifts ADS trading from OTC to NYSE American, aiming later for NYSE.

Azul’s ADSs, each representing two common shares, have been approved for listing on NYSE American, with trading expected to start on June 1, 2026. This moves the ADSs from OTC Markets to a national securities exchange, while common shares remain on B3 as AZUL3.

The company frames this step as part of emerging from a restructuring on a stronger financial footing. Management also states it is on track to uplist to the New York Stock Exchange in early July 2026, contingent on satisfying all listing requirements and conditions.

Actual impact will depend on execution of the NYSE American listing on June 1, 2026 and any subsequent confirmation of an NYSE uplisting. Future disclosures may clarify progress on meeting the additional NYSE requirements and the final timing.

ADS listing date June 1, 2026 Expected start of NYSE American trading for ADSs
ADS to common share ratio 2 common shares per ADS Each ADS represents two common shares
Daily flights 800 daily flights Operational scale of Azul’s network
Destinations served 137 destinations Number of destinations in Azul’s network
Operating fleet 180 aircraft Operating fleet size, described as over 180 aircraft
Employees 14,000 Crewmembers Workforce size described as more than 14,000 Crewmembers
American depositary shares financial
"the Company’s common shares and American depositary shares, each representing two common shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
NYSE American market
"have been approved for listing on NYSE American LLC"
NYSE American is a stock exchange where companies can list their shares to be bought and sold by investors. It functions like a marketplace, helping businesses raise money and providing investors with opportunities to buy ownership in these companies. Its role is important because it facilitates the trading of smaller or emerging companies, offering investors access to a broader range of investment options.
OTC Markets market
"prices for the ADSs shall cease to be quoted on OTC Markets"
Over-the-counter (OTC) markets are trading venues where buyers and sellers deal directly through dealers or electronic networks instead of on a formal exchange; think of a neighborhood flea market versus a supermarket. They matter to investors because OTC-listed stocks often represent smaller or international companies with fewer reporting requirements, which can mean lower liquidity, wider price swings and higher risk but sometimes earlier access to growth opportunities.
Material Fact regulatory
"Material Fact May | 2026 1 Azul to List on NYSE American"
uplist market
"We are on track to uplist to the New York Stock Exchange in early July 2026"
Uplist means a publicly traded company moving its shares from a smaller trading venue to a larger, more prestigious stock exchange or tier. Think of a local shop opening a storefront in a major shopping mall: it can attract more customers, make shares easier to buy and sell, and signal that the company meets stricter listing rules — all factors that can increase investor interest and access to capital.
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 May, 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 ☒    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 ☒









Enclosures:
Exhibit 99.1 - Azul to List on NYSE American


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: May 26 , 2026
Azul S.A.
By:
/s/ Antonio Carlos Garcia
Name:
Antonio Carlos Garcia
Title:
Chief Financial Officer

Material Fact May | 2026 1 Azul to List on NYSE American São Paulo, May 26, 2026 – Azul S.A. (B3: AZUL3, OTC: AZLUY) (“Azul” or “Company”), the largest airline in Brazil by number of cities served, hereby informs its shareholders and the market in general that the Company’s common shares and American depositary shares, each representing two common shares (“ADS”) have been approved for listing on NYSE American LLC (“NYSE American”). Subject to the satisfaction of the applicable listing conditions, listing of the ADSs shall occur on June 1, 2026, with trading on NYSE American under the ticker symbol "AZUL" commencing at market open on such date. Upon our listing on NYSE American, prices for the ADSs shall cease to be quoted on OTC Markets. The Company's common shares (AZUL3) will continue to be listed and traded on B3 S.A. – Brasil, Bolsa, Balcão. Existing holders of common shares and ADSs are not required to take any action in connection with our listing on NYSE American. “Our listing on NYSE American marks a defining moment for Azul as we emerge from our restructuring process on a stronger financial footing. We are on track to uplist to the New York Stock Exchange in early July 2026, when we expect to satisfy all applicable listing requirements and conditions" said John Rodgerson, Azul's CEO. Azul will maintain its shareholders and the market informed of any new information on the matters presented in this Material Fact. About Azul Azul S.A. (B3: AZUL3; OTC: AZLUY), the largest airline in Brazil by departures and cities served, offers approximately 800 daily flights to over 137 destinations. With an operating fleet of over 180 aircraft and more than 14,000 Crewmembers, the Company has a network of 250 non-stop routes. In 2020, Azul was awarded best airline in the world by TripAdvisor, first time a Brazilian Flag Carrier earns number one ranking in the Traveler’s Choice Awards. For more information, visit https://ri.voeazul.com.br. Contact Investor Relations Press Relations Tel: +55 11 4831 2880 Tel: +55 11 98196-1035 invest@voeazul.com.br imprensa@voeazul.com.br

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Azul S.A. announce in its May 2026 Form 6-K (AZLUD)?

Azul S.A. announced that its common shares and ADSs were approved for listing on NYSE American, with ADS trading expected to start June 1, 2026. The ADSs will move from OTC Markets, while Brazilian-listed common shares continue to trade on B3 as AZUL3.

When will Azul’s ADSs begin trading on NYSE American and under what ticker?

Azul’s ADSs are expected to begin trading on NYSE American on June 1, 2026, at market open, under the ticker symbol "AZUL." Each ADS represents two common shares, providing U.S. investors exchange trading access instead of OTC quotation, subject to listing conditions being satisfied.

What happens to Azul’s current OTC quotation and B3 listing after the NYSE American move?

Once Azul’s ADSs list on NYSE American, prices for the ADSs will no longer be quoted on OTC Markets. The company’s common shares will continue trading on Brazil’s B3 under the symbol AZUL3, so existing Brazilian trading of the underlying equity remains unchanged by this listing step.

Do existing Azul shareholders or ADS holders need to take action for the NYSE American listing?

Existing holders of Azul’s common shares and ADSs are not required to take any action in connection with the planned NYSE American listing. The transition from OTC quotation to NYSE American trading for ADSs is described as automatic for investors, assuming all listing conditions are satisfied.

Is Azul planning a further uplisting after joining NYSE American?

Azul’s CEO stated the company is on track to uplist to the New York Stock Exchange in early July 2026, after listing on NYSE American. This target depends on satisfying all NYSE listing requirements and conditions, and the company intends to keep the market informed about progress.

How large is Azul’s airline operation as described in the filing?

Azul operates approximately 800 daily flights to over 137 destinations, with a fleet of more than 180 aircraft. The company employs over 14,000 Crewmembers and serves around 250 non-stop routes, positioning it as the largest airline in Brazil by departures and cities served.

Filing Exhibits & Attachments

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