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.
Positive
None.
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None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AZUL SA
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
05501U403
(CUSIP Number)
02/20/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
05501U403
1
Names of Reporting Persons
BlackBarn Capital Partners LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,603,614,558,460.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,603,614,558,460.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,603,614,558,460.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
05501U403
1
Names of Reporting Persons
BlackBarn Capital Master Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,603,614,558,460.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,603,614,558,460.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,603,614,558,460.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
05501U403
1
Names of Reporting Persons
BlackBarn Capital GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,603,614,558,460.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,603,614,558,460.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,603,614,558,460.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
05501U403
1
Names of Reporting Persons
BlackBarn Capital Partners GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,603,614,558,460.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,603,614,558,460.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,603,614,558,460.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
05501U403
1
Names of Reporting Persons
Jonathan Carter
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,603,614,558,460.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,603,614,558,460.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,603,614,558,460.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
This statement is being filed by (1) BlackBarn Capital Partners LP, ( the "Firm"), (2) BlackBarn Capital Master Fund, LP ("BlackBarn Master"), (3) BlackBarn Capital GP, LLC ("BlackBarn Master GP"), (4) BlackBarn Capital Partners GP, LLC, ("BlackBarn GP"), and (5) Jonathan Carter. Each a "Filer" and collectively, the "Filers".
The Firm is the investment manager to BlackBarn Master. BlackBarn Master GP is the general partner of BlackBarn Master. BlackBarn GP is the general partner to the Firm. Jonathan Carter is a Limited Partner of the Firm and a Managing Member of BlackBarn Master GP and BlackBarn GP.
(b)
Address or principal business office or, if none, residence:
The address for BlackBarn Capital Partners LP, BlackBarn Capital GP, LLC, BlackBarn Capital Partners GP, LLC, and Jonathan Carter is 250 W 55th Street, 25th Floor, New York, NY 10019.
The address for BlackBarn Capital Master Fund, LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)
Citizenship:
See Item 4 of the cover page for each Filer.
(d)
Title of class of securities:
Common Shares, without par value
(e)
CUSIP No.:
05501U403
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Item 9 of the cover page for each Filer.
By virtue of the Firm's position as the investment manager of BlackBarn Master, the direct holder of 4,603,614,558,460 Common Shares, Without par value (the "Common Shares"), consisting of 4,458,214,000,000 Common Shares and 145,400,558,460 Common Shares issuable upon exercise of warrants of Azul S.A. (the "Issuer"). The Firm may be deemed to exercise voting and investment power over such Shares held by BlackBarn Master and thus may be deemed to beneficially own such Common Shares. By virtue of its position as the General Partner of BlackBarn Master, BlackBarn Master GP may be deemed to exercise voting and investment power over the Common Shares held directly by BlackBarn Master and thus may be deemed to beneficially own such Common Shares. By virtue of its position as the general partner of the Firm, BlackBarn GP may be deemed to exercise voting and investment power over the Common Shares held directly by BlackBarn Master and thus may be deemed to beneficially own such Common Shares. By virtue of Jonathan Carter's position as the Limited Partner of the Firm and the Managing Member of BlackBarn Master GP and BlackBarn GP, Jonathan Carter may be deemed to exercise voting and investment power over the Shares held directly by BlackBarn Master and thus may be deemed to beneficially own such Common Shares.
Ownership percentages are based on 54,876,251,778,811 Common Shares reported as issued and outstanding as of February 19, 2026 in the Issuer's Form 6-K filed with the Securities and Exchange Commission on February 20, 2026, plus 145,400,558,460 hares of Common Shares of which the Filers may acquire upon the exercise of which the Filers may acquire upon the exercise of the warrants.
(b)
Percent of class:
See Item 11 of the cover page for each Filer.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of the cover page for each Filer.
(ii) Shared power to vote or to direct the vote:
See Item 6 of the cover page for each Filer.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of the cover page for each Filer.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the cover page for each Filer.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
What ownership stake does BlackBarn report in AZLUD?
BlackBarn reports beneficial ownership of 4,603,614,558,460 shares (8.4%). This comprises 4,458,214,000,000 common shares plus 145,400,558,460 shares issuable upon exercise of warrants, using 54,876,251,778,811 shares outstanding as of February 19, 2026.
Which entities and individuals are listed on the Schedule 13G for AZLUD?
The filers are BlackBarn Capital Partners LP, BlackBarn Capital Master Fund, LP, BlackBarn Capital GP, LLC, BlackBarn Capital Partners GP, LLC, and Jonathan Carter. The filing explains the GP/manager relationships and Jonathan Carter's roles linking the entities.
How is the 4,603,614,558,460-share figure composed in the AZLUD filing?
The total includes 4,458,214,000,000 currently held common shares and 145,400,558,460 common shares issuable upon exercise of warrants. The filing states the breakdown explicitly in Item 4 and Item 9 on the cover page.
What voting and dispositive powers are reported by BlackBarn for AZLUD?
The filers report 0 sole voting/dispositive power and shared voting and dispositive power over 4,603,614,558,460 shares. The cover page and Item 4 describe these shared powers among the listed Filers.
What outstanding share count does the AZLUD Schedule 13G use to calculate ownership?
The filing uses 54,876,251,778,811 Common Shares issued and outstanding as of February 19, 2026. That figure is cited in Item 4 as the basis for the reported 8.4% stake.
