Dilution pushes Azul (AZLUD) investor Neeleman below 5% ownership stake

Rhea-AI Filing Summary

Azul SA’s shareholder group led by David Neeleman has filed an exit Schedule 13D amendment after being heavily diluted by major share issuances. Neeleman now reports beneficial ownership of 25,958,221 common shares, while Saleb II Founder 1 LLC reports 123,551 common shares.

These holdings each represent less than 0.01% of Azul’s 54,730,851,778,811 common shares outstanding as of February 24, 2026. The change follows a conversion of all preferred shares into common shares at 75-to-1, a 75-to-1 reverse share split, and two 2026 issuances totaling more than 46 trillion new common shares.

The Support Agreement and related shareholders’ agreements have terminated, and the Neeleman Parties are no longer part of a Regulation 13D “group” or beneficial owners of more than five percent of Azul’s common shares.

Positive

• None.

Negative

• Significant dilution of existing holders as Azul’s 2026 share actions increased common shares outstanding to 54,730,851,778,811 and reduced the Neeleman Parties’ stake from above five percent to less than 0.01% without them acquiring additional shares.

Insights

Equity structure and governance analyst

Massive 2026 share issuances dilute Neeleman’s stake below 5% and unwind prior governance arrangements.

Azul completed a conversion of preferred shares into common at 75-to-1, a 75-to-1 reverse split, and 2026 issuances of 723,861,340,715 new common shares plus 45,477,707,683,900 additional common shares. These actions raised total common shares outstanding to 54,730,851,778,811.

The Neeleman Parties did not participate in the 2026 issuances, so their relative ownership shrank to less than five percent, triggering this exit Schedule 13D/A. Their current stakes are 25,958,221 common shares for David Neeleman and 123,551 for Saleb II Founder 1 LLC.

Termination of the Support Agreement and shareholders’ agreements means prior coordination rights and “group” status under Regulation 13D no longer apply. Future company filings may clarify how this broadened shareholder base and changed control dynamics interact with Azul’s strategic decisions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

AZUL SA

(Name of Issuer)

Common Shares, Without Par Value; the CUSIP relates to American depository shares (as evidenced by ADRs), each representing 500,000 common shares

(Title of Class of Securities)

05501U403

(CUSIP Number)

Jonathan A. Lewis
Hogan Lovells US LLP, 390 Madison Avenue
New York, NY, 10017
1-212-918-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/20/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 05501U403

1

Name of reporting person

NEELEMAN DAVID

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRAZIL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 25,958,221.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 25,958,221.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

25,958,221.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage in row 13 is calculated based on 54,730,851,778,811 common shares of the Issuer outstanding on February 24, 2026, as provided by the Issuer and represents less than 0.01% of the issued and outstanding common shares of the Issuer.

SCHEDULE 13D

CUSIP No. 05501U403

1

Name of reporting person

Saleb II Founder 1 LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 123,551.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 123,551.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

123,551.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percentage in row 13 is calculated based on 54,730,851,778,811 common shares of the Issuer outstanding on February 24, 2026, as provided by the Issuer and represents less than 0.01% of the issued and outstanding common shares of the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, Without Par Value; the CUSIP relates to American depository shares (as evidenced by ADRs), each representing 500,000 common shares
(b)	Name of Issuer: AZUL SA
(c)	Address of Issuer's Principal Executive Offices: AV. MARCOS PENTEADO ULHOA RODRIGUES, NO. 939, 9 FLOOR, ED. JATOBA, BARUERI, BRAZIL , 06460-040.
Item 1 Comment: This Amendment No. 3 ("Amendment No. 3") to Statement on Schedule 13D amends the statement on Schedule 13D originally filed on February 4, 2025, as amended by Amendment No. 1 filed on April 2, 2025 and Amendment No. 2 filed on April 8, 2025 (such Schedule 13D, as amended, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Schedule 13D. As used herein the "Neeleman Parties" means David Gary Neeleman and Saleb II Founder 1 LLC. Except as otherwise provided herein, each Item of the Schedule 13D relating to the Neeleman Parties remains unchanged. This Amendment No. 3 is being filed to report (i) the dissolution of the "group," as such term is used in Regulation 13D under the Exchange Act, among the Neeleman Parties and the other parties reported on Amendment No. 2 to the Schedule 13D filed on April 8, 2025, and (ii) that the Neeleman Parties have ceased to be beneficial owners of more than five percent of the Common Shares as a result of the conversion, reverse stock split and issuances of shares described below. This Amendment No. 3 constitutes an "exit filing" for the Neeleman Parties.
Item 2.	Identity and Background
(a)	The response set forth in Item 2(a) is hereby amended and supplemented by adding the following: On January 12, 2026, upon the effectiveness of the Conversion (as defined in Item 4 below), the Support Agreement terminated by its terms. As a result of the termination of the Support Agreement, the Neeleman Parties and the other parties reported on Amendment No. 2 to the Schedule 13D filed on April 8, 2025 are no longer deemed to be a "group," as such term is used in Regulation 13D under the Exchange Act.
Item 3.	Source and Amount of Funds or Other Consideration
	The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information: The information provided in Item 4 to this Schedule 13D is hereby incorporated by reference herein. Certain of the Common Shares reported herein were issued to the Neeleman Parties on January 12, 2026, as a result of the Conversion (as defined in Item 4 below). No securities of the Issuer were purchased or sold pursuant to the Conversion or the Reverse Split (as defined in Item 4 below).
Item 4.	Purpose of Transaction
	The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: The information in Item 3 is incorporated by reference herein. On January 12, 2026, the holders of Common Shares and the holders of preferred shares of the Issuer ("Preferred Shares") approved the conversion of all Preferred Shares into Common Shares at a conversion rate of 75 Common Shares for each Preferred Share (the "Conversion"). On February 12, 2026, the holders of Common Shares approved a reverse share split of the issued and outstanding Common Shares, at a ratio of 75 Common Shares to form one Common Share post-split (the "Reverse Split"), which was implemented prior to the February 2026 Issuance (as defined below). On January 13, 2026, the Issuer consummated the issuance of 723,861,340,715 new Common Shares and 723,861,340,715 new Preferred Shares (the "January 2026 Issuance"), and on February 20, 2026, the Issuer consummated the issuance of 45,477,707,683,900 Common Shares (the "February 2026 Issuance" and, together with the January 2026 Issuance, the "2026 Issuances"). Neither of the Neeleman Parties acquired any Common Shares in the 2026 Issuances and, as a result, the beneficial ownership of the Neeleman Parties was diluted such that neither of the Neeleman Parties currently holds more than five percent of the Common Shares.
Item 5.	Interest in Securities of the Issuer
(a)	The information provided in Item 4 is incorporated by reference herein. Information concerning the Neeleman Parties is amended and replaced by reference to the responses to rows (7) through (13) of the cover pages to this Schedule 13D. By virtue of the termination of the Support Agreement, the Neeleman Parties and the other parties reported on Amendment No. 2 to the Schedule 13D filed on April 8, 2025 are no longer deemed to be members of a "group," as such term is used in Regulation 13D under the Exchange Act. As a result of 2026 Issuances, the total number of Common Shares of the Issuer outstanding increased and the beneficial ownership of each of the Neeleman Parties was diluted such that neither of the Neeleman Parties currently holds more than five percent of the Common Shares.
(b)	The information provided in Item 4 is incorporated by reference herein. Information concerning the Neeleman Parties is amended and replaced by reference to the responses to rows (7) through (13) of the cover pages to this Schedule 13D.
(c)	Except as described in this Schedule 13D, during the past 60 days, the Neeleman Parties have not effected any transactions with respect to the Common Shares.
(d)	Not applicable.
(e)	The response set forth in Item 5(e) of the Schedule 13D is hereby amended and supplemented by adding the following information: As a result of the dilution caused by the 2026 Issuances, the Neeleman Parties ceased to be the beneficial owners of more than five percent of the Common Shares.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The response set forth in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information: The information provided in Items 4 and 5 to this Schedule 13D are hereby incorporated by reference herein. As a result of the consummation of the 2026 Issuances and the Conversion, the Shareholders' Agreement and the Supplemental Shareholders' Agreement have ceased to be effective pursuant to the relevant termination provisions and by operation of law.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NEELEMAN DAVID

Signature:	/s/ David Gary Neeleman
Name/Title:	David Gary Neeleman
Date:	02/24/2026

Saleb II Founder 1 LLC

Signature:	/s/ David Gary Neeleman
Name/Title:	David Gary Neeleman, Sole Member
Date:	02/24/2026

FAQ

What does the AZLUD Schedule 13D/A Amendment No. 3 report for Azul SA?

The amendment reports that the Neeleman Parties have been diluted below five percent beneficial ownership of Azul SA common shares. It follows major 2026 share conversions and issuances, and it serves as an exit filing under Schedule 13D for these shareholders.

How many Azul SA shares does David Neeleman currently beneficially own?

David Neeleman reports beneficial ownership of 25,958,221 Azul SA common shares. Based on 54,730,851,778,811 common shares outstanding as of February 24, 2026, this represents less than 0.01% of the company’s issued and outstanding common shares.

What is Saleb II Founder 1 LLC’s stake in Azul SA according to the 13D/A?

Saleb II Founder 1 LLC reports beneficial ownership of 123,551 Azul SA common shares. Using the disclosed 54,730,851,778,811 common shares outstanding as of February 24, 2026, this holding also represents less than 0.01% of the company’s issued and outstanding common shares.

Why did the Neeleman Parties fall below five percent ownership in AZLUD?

Their ownership fell below five percent because Azul issued large amounts of new common shares in 2026. The Neeleman Parties did not acquire shares in those issuances, so their relative percentage decreased sharply despite their absolute share counts staying similar.

What major share actions did Azul SA undertake in 2026?

Azul converted all preferred shares into common shares at 75 common shares per preferred share and executed a 75-to-1 reverse share split. It then issued 723,861,340,715 new common shares and 45,477,707,683,900 additional common shares in separate 2026 transactions.

What happened to the shareholder agreements involving the Neeleman Parties?

The Support Agreement, Shareholders’ Agreement and Supplemental Shareholders’ Agreement ceased to be effective following the 2026 conversions and issuances. As a result, the Neeleman Parties are no longer part of a Regulation 13D “group” with the other previously reported shareholders.

Does the 13D/A show recent market transactions by the Neeleman Parties in Azul shares?

No market purchases or sales are reported for the past 60 days. The filing states that, except for the effects of the conversion, reverse split and described issuances, the Neeleman Parties have not effected transactions in Azul SA common shares during that period.