AZUL S A SEC Filings

AZUL SA director and officer Patrick Wayne Quayle, a member of the Strategy Committee, filed an initial Form 3 to report his status as an insider. The filing does not list any buy, sell, or other share transactions and shows no derivative positions.

Azul S.A. provided preliminary, unaudited January 2026 financial data as part of its monthly operating reports to the U.S. Bankruptcy Court in New York, following the conclusion of its Chapter 11 process on February 20, 2026.

For January 2026, Azul reported total operating revenue of R$2,111.1 million, adjusted EBITDA of R$796.3 million with a 37.7% margin, and operating income of R$582.8 million with a 27.6% margin. The company also reported cash, cash equivalents and short-term investments of R$1,316.48 million and accounts receivable of R$2,281.70 million.

Azul plans to continue releasing quarterly reviewed and annually audited financial statements under CVM and SEC rules while highlighting this monthly data to keep the market informed about its financial and operational performance during its restructuring process.

Azul S.A. is calling an extraordinary general meeting for March 25, 2026 to ask shareholders to approve a massive reverse share split of its common stock. The proposal groups one hundred and fifty thousand (150,000) existing shares into one (1) new share, while keeping total share capital unchanged.

If approved, the Company’s share capital will remain BRL 21,756,852,177.39, but the number of common shares will fall from 54,730,851,778,811 to 364,872,345, with each shareholder preserving the same proportional ownership and voting rights. The reverse split is intended to raise the per-share trading price back above BRL 1.00, in line with a request from B3 under its rules.

The meeting will be held exclusively online via the Ten Meetings platform, with detailed registration, proxy and remote voting procedures and deadlines. Azul also proposes to amend Article 5 of its bylaws to reflect the new share count and to restate the bylaws. Fractional positions after the reverse split will be adjusted through market trading until April 17, 2026 and then addressed via an auction of aggregated fractions at B3, with cash proceeds distributed proportionally.

AZUL SA filed an amendment to a Schedule 13G showing that Flow Traders U.S. LLC holds 0 shares of common stock, representing 0% of the class, as reported in the amendment signed 01/02/2026. The filing lists the issuer's principal executive office address in Barueri, Brazil.

Azul S.A. reports that Fitch Ratings has issued a new credit opinion on the company. Fitch assigned Azul a long-term rating of “B-” and a national scale rating of “BBB-(bra),” both with a stable outlook, and rated the Company’s USD1.375 billion exit finance notes “B-” with a Recovery Rating of “RR4.” Fitch states that the “B-” rating reflects materially better credit metrics after a 42% debt haircut and lower fleet and leasing costs, which together have reduced leverage and improved the cost structure.

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.

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.

Azul S.A. Schedule 13G reports that VR-related entities and Richard Deitz together beneficially own 2,877,742,163,070 Common Shares, representing approximately 5.3% of outstanding common shares as of February 20, 2026. The filing states the Fund holds 5,659,968 ADS (each representing 500,000 Common Shares) equal to 2,829,984,000,000 Common Shares, plus warrants exercisable for 47,758,163,070 Common Shares exercisable within sixty days, yielding the reported aggregate total.

The filing attributes sole voting and dispositive power over the aggregate 2,877,742,163,070 Common Shares to the Fund and notes that VR and affiliated entities, and Mr. Deitz, may be deemed to beneficially own the same amount.

AZUL SA files a Schedule 13G reporting beneficial ownership of 4,603,614,558,460 Common Shares, representing 8.4% of the class. The filing states this total comprises 4,458,214,000,000 Common Shares and 145,400,558,460 Common Shares issuable upon exercise of warrants. The ownership percentage is calculated using 54,876,251,778,811 Common Shares outstanding as of February 19, 2026. The statement names BlackBarn Capital Partners LP, BlackBarn Capital Master Fund, LP, related GP entities, and Jonathan Carter as reporting persons and explains their relationships and shared voting and dispositive power over the reported shares.