AZUL S A SEC Filings

AZUL SA Chief Financial Officer Antonio Carlos Garcia filed a Form 3 as a reporting person of the company. The insider data for this filing shows no reported purchases, sales, exercises, gifts, or other share transactions, indicating this is an initial status disclosure without trading activity.

Azul S.A. reports that, together with B3, it has decided to suspend the previously announced process to cancel common share subscription warrants approved by its Board of Directors. The company says this was done in good faith, considering restrictions under its court-approved Chapter 11 Plan and the interests of investors and other stakeholders.

Azul is now evaluating with B3 how to proceed and will provide a further update in due course. Until a decision is reached, the start of trading of the subscription warrants on B3 will remain temporarily suspended to preserve investor rights and avoid harm to market participants.

Azul S.A. is updating investors on the handling of subscription warrants tied to its Chapter 11 restructuring plan. The company has asked B3 to cancel warrants credited to restricted investors and all warrants created from exercising rights acquired in the secondary market.

Azul will reimburse amounts paid to exercise or acquire these disregarded rights directly, using a single request channel via bs@voeazul.com.br. Investors must email identification details, the number of affected rights, proof of payment, trade information, and bank account data so their reimbursement requests can be evaluated and processed.

Azul S.A. Schedule 13G: Thomas A. Wagner III and Ara D. Cohen report shared beneficial ownership of 4,063,104,500,000 Common Shares, representing approximately 7.4% of outstanding Common Shares. This total reflects 8,126,209 ADS (each ADS = 500,000 Common Shares) managed by their advisers plus warrants exercisable for 28,655,000,000 Common Shares which are exercisable within sixty days.

Shares issued and outstanding were reported as 54,730,851,778,811 Common Shares as of February 19, 2026. The Reporting Persons state shared voting and dispositive power over the aggregate amount through the Advisers.

Azul S.A., the largest airline in Brazil by cities served, announced a management transition. Company founder Alexandre Wagner Malfitani resigned as Chief Financial Officer and Investor Relations Officer, effective April 20, 2026.

The Board plans to appoint Antonio Carlos Garcia as Vice-President, Chief Financial Officer and Investor Relations Officer, effective the same date, subject to Board approval. Garcia previously held senior finance and investor relations roles at Embraer and served as global CFO of a ThyssenKrupp business unit. Malfitani and Garcia will run a transition process starting April 20.

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. 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.