Every 424B that Azul S.A. (AZUL) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow AZUL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full AZUL filings page.
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. 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.
Azul S.A. is registering for resale up to 372,434,435 common shares, including ADSs (each ADS represents two common shares), to be offered from time to time by certain selling shareholders. The registration covers shares issued in connection with the company’s restructuring transactions, warrants exercises and exercised stock options, and the company will receive no proceeds from sales by the selling shareholders.
The resale pool represents approximately 98.5% of outstanding common shares on the date of the prospectus (after giving effect to certain warrant issuances). The shares may be sold in public or private transactions, at fixed or prevailing market prices or negotiated prices, and the registration implements obligations under a registration rights agreement entered in connection with the Chapter 11 reorganization and related equity transactions.