Azul (OTC: AZLUQ) wins CADE approval for US$100M United stake
Rhea-AI Filing Summary
Azul S.A. announced that Brazil’s antitrust authority CADE unanimously approved a US$ 100,000,000 investment by United Airlines in Azul shares, including American Depositary Shares. The investment is part of Azul’s Chapter 11 plan and will be implemented via a primary public share offering in Brazil plus a private placement abroad.
The offering was previously announced and is scheduled to settle on February 20, 2026. Azul stated it will update shareholders on the progress of the offering and the implementation of United’s investment through regulatory and investor relations websites in Brazil.
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Insights
CADE’s approval clears a key step for United’s US$ 100M equity investment in Azul under its Chapter 11 plan.
The decision by Brazil’s CADE tribunal to unanimously approve United Airlines’ US$ 100,000,000 investment removes an important regulatory hurdle. The investment will be executed through a primary public share offering in Brazil together with a private placement abroad, meaning new capital is raised directly by Azul.
Because the investment is tied to Azul’s Chapter 11 plan, it represents a strategic equity commitment from a major industry partner rather than a purely financial investor. Actual effects will depend on successful completion of the offering, which the company indicates is scheduled to settle on February 20, 2026.
Subsequent disclosures around the completion of the offering, final allocation of shares, and any further steps in implementing the Chapter 11 plan will provide more clarity on Azul’s post-restructuring capital structure and the long-term role of United as a shareholder.
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 February, 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 x 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 x
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 x
 |
Material Fact February | 2026 |
Azul Updates the Market on the Approval of United Airlines’ Investment in the Company by CADE
São Paulo, February 11, 2026 – Azul S.A. (B3: AZUL53, OTC: AZULQ) (“Azul” or “Company”), in compliance with the Brazilian Securities Commission (Comissão de Valores Mobiliários - “CVM”) Resolution No. 44, dated August 23, 2021, as amended, and Article 157, paragraph 4, of Law No. 6,404, dated December 15, 1976, as amended (“Brazilian Corporations Law”), hereby informs its shareholders and the market that, at a session of the Administrative Council for Economic Defense (“CADE”) tribunal held on this date, was approved, by unanimous vote of the councilors, the investment in the amount of US$ 100,000,000.00 (one hundred million U.S. dollars) by United Airlines (“United”) in shares (including in the form of American Depositary Shares – ADS) (the “Investment”).
The Investment is inserted in the context of Azul’s Chapter 11 plan and will be carried out through the subscription of shares issued by the Company as part of the primary public offering of common shares to be issued by the Company, all registered, book-entry and without par value, free and clear of any liens or encumbrances (the “Shares”), to be conducted in the Federative Republic of Brazil (“Brazil”), in the unorganized over-the-counter market, under the automatic distribution registration procedure, pursuant to Article 26, item II, paragraph “(a)”, of CVM Resolution No. 160, dated July 13, 2022, as amended (“CVM Resolution 160”), together with the private placement of the Shares abroad (the “Offering”), as announced in the material fact disclosed on February 3, 2026 and whose settlement is scheduled to occur on February 20, 2026.
The Company will keep its shareholders and the market duly informed of the progress of the Offering and next steps regarding the implementation of the Investment, in accordance with applicable Brazilian law and regulations, through the websites of the CVM (www.cvm.gov.br), B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br) and the Company’s investor relations website (https://ri.voeazul.com.br/).
About Azul
Azul S.A. (B3: AZUL53, OTC: AZULQ) is the largest airline in Brazil in terms of number of cities served, operating approximately 800 daily flights to more than 137 destinations. With an operating passenger fleet of around 170 aircraft and more than 15,000 crewmembers, the Company operates more than 400 nonstop routes. Azul was named by Cirium (a leading aviation analytics company) as one of the two most punctual airlines in the world in 2023. In 2020, the Company was awarded the world’s best airline by the TripAdvisor Travelers’ Choice Awards, being the only Brazilian airline to receive this recognition. For more information, visit ri.voeazul.com.br.
Contact
Investor Relations Tel: +55 11 4831 2880 invest@voeazul.com.br |
Press Relations Tel: +55 11 98196-1035 imprensa@voeazul.com.br |
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: February 11, 2026
Azul S.A.
By: /s/ Alexandre Wagner Malfitani
Name: Alexandre Wagner Malfitani
Title: Chief Financial Officer