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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.
AZUL SA reports beneficial ownership disclosures by Readystate-affiliated investors. Readystate Asset Management, LP may be deemed to beneficially own 4,946,408,500,000 Shares, constituting 9.0% of the outstanding Shares. The filing cites total Shares outstanding of 54,730,851,778,811 as of February 18, 2026 and an aggregate outstanding figure of 54,876,251,778,811 that includes 145,400,000,000 Shares issuable upon warrant conversion. The joint filing covers holdings of Readystate Master Fund, Ltd. (4,385,820,500,000 Shares; 8.0%) and Readystate Strategic Opportunities Master Fund Ltd. (560,588,000,000 Shares; 1.0%). Mr. David Grossman and Mr. Ryan Garino are reported as managing partners and may be deemed to beneficially own 4,946,408,500,000 Shares (9.0%) each through Readystate vehicles.
Azul S.A. received a $100 million equity investment commitment from United Airlines as part of Azul’s completed reorganization. On February 20, 2026, United bought 9,551,632 American Depositary Shares, each representing 500,000 common shares, for a total of 4,775,816,000,000 Shares.
United Airlines Holdings, Inc. and United Airlines, Inc. may be deemed to beneficially own approximately 4,775,834,632,216 Shares, about 8.7% of the 54,730,851,778,811 Shares outstanding as of February 20, 2026, while CALFINCO holds 18,632,216 Shares. Azul also granted United warrants exercisable for up to 716,372,446,058 additional Shares for up to $15.0 million, subject to regulatory approvals.
Azul S.A. reports that S&P Global Ratings upgraded its global scale issuer credit rating to “B-” with a stable outlook. S&P states the upgrade reflects Azul’s successful emergence from the Chapter 11 process and a significantly leaner capital structure with much lower leverage.
The stable outlook is based on expectations that Azul will maintain sound operating performance after restructuring, supported by an optimized fleet. Azul also reiterates its commitment to timely, broad market disclosure and highlights its position as Brazil’s largest airline by number of cities served.
Azul SA’s shareholder group led by David Neeleman has filed an exit Schedule 13D amendment after being heavily diluted by major share issuances. Neeleman now reports beneficial ownership of 25,958,221 common shares, while Saleb II Founder 1 LLC reports 123,551 common shares.
These holdings each represent less than 0.01% of Azul’s 54,730,851,778,811 common shares outstanding as of February 24, 2026. The change follows a conversion of all preferred shares into common shares at 75-to-1, a 75-to-1 reverse share split, and two 2026 issuances totaling more than 46 trillion new common shares.
The Support Agreement and related shareholders’ agreements have terminated, and the Neeleman Parties are no longer part of a Regulation 13D “group” or beneficial owners of more than five percent of Azul’s common shares.
Azul S.A. reported preliminary, unaudited December 2025 results while progressing through its Chapter 11 restructuring in the United States. For the period from December 1 to December 31, total operating revenue was R$ 2,081.9 million, with adjusted EBITDA of R$ 801.9 million and an adjusted EBITDA margin of 38.5%.
Operating income reached R$ 546.4 million, reflecting an operating margin of 26.2%. At month-end, cash, cash equivalents and short-term investments totaled R$ 1,017.93 million, and accounts receivable were R$ 2,725.96 million. Azul plans to keep issuing monthly reports to the U.S. Bankruptcy Court and quarterly and annual statements under CVM and SEC rules to maintain transparency during its restructuring.
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.