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Azul S.A. is detailing the issuance of three series of subscription warrants linked to its Chapter 11 restructuring and granting existing shareholders Brazilian-law preemptive rights. The record date is February 20, 2026, with a 30‑day preemptive rights period from February 23 to March 25, 2026.
Series 1 allows issuance of up to 4,862,260,835,197 warrants, Series 2 up to 1,231,164,424,677 warrants, and Series 3 up to 1,215,565,208,799 warrants, generally giving the right to subscribe for one new common share per warrant at very low U.S. dollar exercise prices fixed under the restructuring plan.
The warrants will be book‑entry instruments, tradable on B3 once registered, and unexercised warrants will lapse without compensation at the end of their respective exercise periods. The offering is not registered under the U.S. Securities Act, and transfers to U.S. persons are restricted.
Azul S.A. has successfully completed its voluntary financial restructuring and emerged from Chapter 11 proceedings in the United States. The company reports a reduction of debt and lease obligations of approximately US$ 2.5 billion, aiming to strengthen its capital structure and increase liquidity.
Following a public share offering and a reverse stock split, Azul’s share capital is BRL 21,756,852,177.39, divided into 54,730,851,778,811 common shares with no par value. If three approved warrant series are fully exercised, total shares would rise to 62,176,565,360,734. The restructuring was implemented through agreements with major creditors, aircraft lessor AerCap and strategic investors United Airlines and American Airlines, positioning Azul for greater long-term stability and sustainable growth.
Azul S.A. held an extraordinary general meeting where all proposals were approved by holders of the requisite number of common shares, with shareholders representing about 84% of outstanding common shares present. The meeting elected a new board to serve unified two‑year terms starting on the date the Chapter 11 Plan is consummated, with all directors except CEO John Peter Rodgerson meeting Brazilian independence standards. An alternate director, Jeff Ogar, will only take office once conditions under the Chapter 11 Plan are satisfied, including approval by Brazilian antitrust authority CADE. Shareholders also approved new bylaws and a restricted share granting plan that becomes effective only upon consummation of the Chapter 11 Plan, allowing equity incentives of up to 7% of Azul’s fully diluted share capital, including 1% that vests immediately at effectiveness.