AZUL SA (AZUL) SEC Filings

Azul S.A. (AZUL) has filed a resale prospectus covering the potential offer and sale from time to time by selling shareholders of up to 372,434,435 common shares, including in the form of ADSs. This represents approximately 98.5% of outstanding common shares as of the prospectus date, after giving effect to 9,383,899 shares issuable upon exercise of specified Warrants.

The registered shares comprise up to 360,581,198 shares issued in an Equity Rights Offering or otherwise held by investors, up to 9,383,899 shares issuable upon exercise of Additional Investment Warrants and Incremental Warrants, and up to 2,469,338 shares issued upon exercise of options granted to founder and chairman David Neeleman. Azul will not receive any proceeds from sales by these selling shareholders.

The prospectus details Azul’s recent Chapter 11 Voluntary Reorganization, including equitization of about US$1.6 billion of secured claims, a US$850 million Equity Rights Offering backed by key creditors and strategic partners United Airlines and American Airlines, issuance of multiple warrant series, and US$1.375 billion of 9.875% senior secured Exit Notes due 2031. Azul also completed two reverse share splits, adjusted its ADS ratio so each ADS now represents two common shares, and listed its ADSs and common shares on the NYSE in July 2026. In 2025 Azul generated R$21.6 billion in net revenue and R$124.9 million in net income; in the first quarter of 2026 it reported net revenue of R$5.5 billion and income of R$6.0 billion, boosted by recognition of a R$7.5 billion deferred tax asset following completion of the restructuring.

Azul S.A. (AZUL), Brazil’s largest airline by cities served, filed a post-effective amendment to its Form F-1 to update a resale registration for up to 372,434,435 common shares (including ADSs), about 98.5% of its outstanding common shares, mainly held by restructuring-era investors and management. No new securities are registered and all registration fees were previously paid.

The amendment adds unaudited interim financials for the six months ended June 30, 2026, updated MD&A, revised pro forma information, refreshed disclosure and full warrant-holder and selling shareholder details. Azul recently emerged from a Chapter 11 Voluntary Reorganization, converting roughly US$1.6 billion of secured claims into equity, completing an US$850 million equity rights offering, issuing multiple warrant series, and refinancing its DIP financing with US$1.375 billion of 9.875% senior secured Exit Notes due 2031.

For 2025, net revenue was R$21.6 billion with net income of R$124.9 million. In 1Q26, net revenue was R$5.5 billion and income R$6.0 billion, boosted by a R$7.5 billion non-cash deferred tax asset recognized after the restructuring. Azul’s ADSs now trade on the NYSE under “AZUL,” with each ADS representing two common shares.

Azul S.A. has an updated institutional ownership disclosure from VR Advisory-related entities and Richard Deitz. As of June 30, 2026, VR Global Partners, L.P. holds 8,854,652 American Depositary Shares of Azul, each ADS representing two Common Shares, totaling 17,709,304 Common Shares, plus warrants exercisable within sixty days for 191,032 Common Shares. This results in aggregate beneficial ownership of 17,900,336 Common Shares, or approximately 4.9% of Azul’s 368,557,924 Common Shares outstanding as of June 8, 2026. VR Advisory Services Ltd and its related Cayman entities, as well as Richard Deitz, may each be deemed to beneficially own these shares through control relationships, with sole voting and dispositive power reported over the position. The reporting group certifies the holdings are not for the purpose of changing or influencing control of Azul.

Azul S.A. received an updated Schedule 13G/A from Readystate Asset Management and related parties reporting a significant beneficial ownership position in its common shares (including ADS-equivalent holdings and certain warrant-conversion shares). Readystate Asset Management, LP, together with Readystate Master Fund, Ltd. and Readystate Strategic Opportunities Master Fund Ltd., may be deemed to beneficially own 39,637,319 common shares, representing 10.7% of Azul’s outstanding shares.

The percentage is based on 369,527,261 shares outstanding, including 368,557,924 shares outstanding as of July 1, 2026 and 969,337 shares issuable upon conversion of warrants held by Readystate affiliates. All reported voting and dispositive authority is shared, with no sole power reported for any of the Readystate entities or for individuals David Grossman and Ryan Garino, who may be deemed to indirectly beneficially own the same 39,637,319 shares while disclaiming beneficial ownership beyond their pecuniary interest.

Azul S.A. reported mixed results for 2Q26, with total operating revenue reaching a record R$4.98 billion, up 0.7% year-over-year, driven by higher fares and stronger unit revenues. Passenger revenue was broadly flat at R$4.56 billion, while cargo and other revenue grew 15.1% to R$418.1 million.

Capacity, measured by ASK, declined 10.6%, but yield rose 12.9% and RASK increased 12.7% to a record 43.41 R$ cents. However, fuel cost per liter jumped 61.8% and CASK climbed 26.0% to 44.80 R$ cents, pushing EBITDA down 55.4% to R$510.1 million and turning the operating result to a loss of R$159.1 million.

Net result swung to a R$1.04 billion loss versus a R$1.29 billion profit in 2Q25, though adjusted net loss narrowed on a year-to-date basis. Azul highlighted non-recurring restructuring items of R$359.4 million in the quarter and paid R$794.5 million in non-recurring cash outflows. Immediate liquidity stood at R$3.66 billion, and gross debt fell 37.8% year-over-year to R$21.42 billion, with net debt/EBITDA (LTM) using available liquidity improving to 3.0x.

Azul S.A. is removing its American Depositary Shares (ADSs) and common shares from listing on NYSE American LLC under Section 12(b) of the Exchange Act. This is a voluntary delisting following the listing of these securities on New York Stock Exchange LLC.

The listing of Azul’s ADSs and common shares on the New York Stock Exchange became effective on July 9, 2026, which was also the first trading day for the ADSs on that exchange under the symbol “AZUL”. Each ADS represents two common shares of Azul S.A.

Azul S.A. outlined medium-term strategic goals through 2029 focused on balance sheet strength and equity value. Management aims to reduce the company’s Net Debt / EBITDA ratio to below 1.5x by 2029, continuing the debt reduction and capital structure strengthening that followed its restructuring. A second goal is to reach a market value 150% above the current level by 2029, driven by sustainable operational growth, EBITDA expansion, disciplined capital allocation, and progressive deleveraging. These goals align management incentives with corporate objectives and shareholder value creation, and are explicitly presented as non-guaranteed targets subject to macroeconomic, market, regulatory, and industry risks.

Azul S.A., Brazil’s largest airline by cities served, plans to move its U.S. share listing from NYSE American to the New York Stock Exchange. Its American Depositary Shares, each representing two common shares, have been approved for listing on the NYSE, with trading under the ticker “AZUL” expected to begin on July 9, 2026, subject to listing conditions.

In connection with this transfer, Azul will voluntarily delist its ADSs and the underlying common shares from NYSE American and intends to file Form 25 to effect that delisting no earlier than July 16, 2026. The company states that moving to the NYSE should better serve shareholders and increase visibility with global institutional investors. Azul’s common shares will continue trading on Brazil’s B3 under the ticker “AZUL3”, and existing holders of shares and ADSs do not need to take any action.

Azul S.A. filed a Prospectus Supplement to register up to 372,434,435 common shares (including ADSs and up to 9,383,899 shares issuable upon exercise of warrants) for resale by selling shareholders. The shares are being registered for resale by holders; the company will not receive proceeds from these resales. The supplement also discloses that Azul has arranged for its ADSs to transfer listing from NYSE American to the New York Stock Exchange, with trading on the NYSE expected to commence at market open on July 9, 2026. Azul will voluntarily withdraw its ADSs from NYSE American upon commencement of NYSE trading and intends to file Form 25 to delist from NYSE American no earlier than July 16, 2026. Azul’s common shares will remain listed on B3 under the symbol AZUL3. Existing holders of common shares and ADSs are not required to take any action in connection with the listing transfer.