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Azul S.A. filed its annual Form 20-F, detailing 2025 results and its post–Chapter 11 capital structure. The airline reports record 2025 operating revenue of R$21.6 billion, up 10.8% from 2024, supported by 50,908 million available seat kilometers and an 83.2% load factor.
Passenger revenue reached R$19.998 billion, with adjusted unit revenue (RASK) of R$42.97 cents and adjusted unit cost (CASK) of R$35.81 cents, excluding non-recurring items. The company highlights heavy exposure to fuel prices, foreign exchange and interest rates, and significant indebtedness, including US$1.375 billion of 9.875% Exit Notes due 2031.
Azul describes its recent Voluntary Reorganization under U.S. Chapter 11, including conversion of preferred shares into a single common class and two reverse share splits, as well as a new governance framework centered on an independent Strategy Committee. Extensive risk factors emphasize Brazilian macroeconomic and political volatility, high fixed costs, reliance on key hubs and OEMs, cyber and operational risks, and potential lingering effects from the restructuring.
Azul S.A. convenes an all‑virtual annual general meeting on April 30, 2026 to approve 2025 financial statements, allocate results, and set 2026 management compensation. Shareholders may attend via digital platform or vote through a remote ballot or ADS voting instructions.
For 2025, Azul reports net income of BRL 124.9 million, which will fully offset part of large accumulated losses, reducing the loss balance to about BRL 34.7 billion. No dividends or interest on equity will be paid because the profit is entirely absorbed by past losses.
Management proposes ordinary cash compensation for directors, the Strategy Committee and executive officers of about BRL 39.1 million for 2026, plus substantial equity incentives under a 2026 restricted share and option plan covering up to 7% of share capital. The estimated accounting expense for these grants brings total proposed global compensation to roughly BRL 299.0 million, to be settled in treasury shares or new shares rather than cash.
Shareholders holding at least 2% of common shares may request installation of a Fiscal Council, although the board argues existing Strategy and Audit Committees already cover oversight and that a Fiscal Council would add cost without extra benefit.
Azul S.A. convenes an all‑virtual annual general meeting on April 30, 2026 to approve 2025 financial statements, allocate results, and set 2026 management compensation. Shareholders may attend via digital platform or vote through a remote ballot or ADS voting instructions.
For 2025, Azul reports net income of BRL 124.9 million, which will fully offset part of large accumulated losses, reducing the loss balance to about BRL 34.7 billion. No dividends or interest on equity will be paid because the profit is entirely absorbed by past losses.
Management proposes ordinary cash compensation for directors, the Strategy Committee and executive officers of about BRL 39.1 million for 2026, plus substantial equity incentives under a 2026 restricted share and option plan covering up to 7% of share capital. The estimated accounting expense for these grants brings total proposed global compensation to roughly BRL 299.0 million, to be settled in treasury shares or new shares rather than cash.
Shareholders holding at least 2% of common shares may request installation of a Fiscal Council, although the board argues existing Strategy and Audit Committees already cover oversight and that a Fiscal Council would add cost without extra benefit.
Azul S.A. director David Neeleman received a stock option that vested immediately and was exercisable at a nominal price of R$1.00 per share. He exercised the option and received common shares (the “Relevant Shares”), then immediately disposed of all of those shares as a bona fide gift for nil consideration, representing 0.33% of Azul’s common shares outstanding on that date.
Shareholders approved a 150,000 to 1 reverse share split, expected to be effective as of April 20, 2026. After this reverse split, the Relevant Shares are expected to equal 1,216,241 common shares. Following these transactions, Neeleman directly holds 25,958,221 common shares and indirectly holds 390,218 common shares through Saleb II Founder 1 LLC, which he wholly owns and controls.
Azul S.A. director David Neeleman received a stock option that vested immediately and was exercisable at a nominal price of R$1.00 per share. He exercised the option and received common shares (the “Relevant Shares”), then immediately disposed of all of those shares as a bona fide gift for nil consideration, representing 0.33% of Azul’s common shares outstanding on that date.
Shareholders approved a 150,000 to 1 reverse share split, expected to be effective as of April 20, 2026. After this reverse split, the Relevant Shares are expected to equal 1,216,241 common shares. Following these transactions, Neeleman directly holds 25,958,221 common shares and indirectly holds 390,218 common shares through Saleb II Founder 1 LLC, which he wholly owns and controls.
Azul S.A. held an extraordinary shareholders meeting on March 25, 2026, where all management proposals were approved with the requisite common share votes. The company’s bylaws were amended to state capital stock of R$21,756,852,177.39, divided into 364,872,345 common shares, all registered and without par value.
Azul expects a reverse share split to become effective on April 20, 2026, when its common shares will trade on B3 on an as reverse split basis. From that date, the standard trading lot will be reduced from 1,000,000 to 100 common shares, and the trading factor will become one common share. The B3 ticker will change from AZUL53 to AZUL3.
Holders of common shares in Brazil who currently own fewer than 150,000 shares have until April 17, 2026 to consolidate fractions or increase their holdings to at least 150,000 shares, otherwise they would no longer hold any common shares after the effective date. The company plans a separate announcement for American depositary shares in due course.
AZUL SA filed an initial insider ownership report for John S. Slattery, who serves as an officer titled "Member of Strategy Committee." This Form 3 does not list any buy, sell, or other share transactions, indicating that only his insider status and role are being recorded.
AZUL SA filed an initial insider ownership report for John S. Slattery, who serves as an officer titled "Member of Strategy Committee." This Form 3 does not list any buy, sell, or other share transactions, indicating that only his insider status and role are being recorded.
AZUL SA filed an initial insider ownership report for Jon Zinman, who serves as an officer and Member of the Strategy Committee. This Form 3 does not list any common stock or derivative holdings and shows no reported insider transactions at this time.
AZUL SA filed an initial insider ownership report for Jon Zinman, who serves as an officer and Member of the Strategy Committee. This Form 3 does not list any common stock or derivative holdings and shows no reported insider transactions at this time.
AZUL SA filed an initial ownership report for Chief Financial Officer Alexandre Wagner Malfitani. This Form 3 identifies him as an officer of the company but does not list any specific share holdings or recent transactions. It is a baseline disclosure of his status as an insider for future reporting.
AZUL SA filed an initial ownership report for Chief Financial Officer Alexandre Wagner Malfitani. This Form 3 identifies him as an officer of the company but does not list any specific share holdings or recent transactions. It is a baseline disclosure of his status as an insider for future reporting.
AZUL SA filed an initial Form 3 for Grant James Jason, who serves as a Member of the Strategy Committee. The filing reports his status as an officer but does not list any buy, sell, or other insider transactions in the provided data.
AZUL SA filed an initial Form 3 for Grant James Jason, who serves as a Member of the Strategy Committee. The filing reports his status as an officer but does not list any buy, sell, or other insider transactions in the provided data.
AZUL SA chief executive officer John Peter Rodgerson filed an initial ownership report showing his shareholdings in the company. The filing lists 249,546 shares of common stock held directly in his name.
It also reports 179,934 shares of common stock held indirectly through Saleb II Founder 11 LLC, which is wholly owned and controlled by Rodgerson. This Form 3 does not reflect new purchases or sales, but establishes his existing ownership position as a director and officer.
AZUL SA chief executive officer John Peter Rodgerson filed an initial ownership report showing his shareholdings in the company. The filing lists 249,546 shares of common stock held directly in his name.
It also reports 179,934 shares of common stock held indirectly through Saleb II Founder 11 LLC, which is wholly owned and controlled by Rodgerson. This Form 3 does not reflect new purchases or sales, but establishes his existing ownership position as a director and officer.
AZUL SA director Renata Faber Rocha Ribeiro filed an initial ownership report showing a holding of 4,000 shares of Common Stock. This Form 3 establishes her direct equity position in the company and serves as a baseline for any future insider trading disclosures.
AZUL SA director Renata Faber Rocha Ribeiro filed an initial ownership report showing a holding of 4,000 shares of Common Stock. This Form 3 establishes her direct equity position in the company and serves as a baseline for any future insider trading disclosures.