Azul (AZUL) registers 372.4M shares; ADSs move to NYSE on July 9, 2026

Rhea-AI Filing Summary

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.

Insights

Equity Capital Markets Analyst

Resale registration and listing move noted; issuance is selling‑holder driven.

Azul’s Prospectus Supplement registers 372,434,435 common shares for resale by selling shareholders, including 9,383,899 shares issuable on warrant exercise. The filing states the company will not receive resale proceeds, indicating administrative overhang rather than a primary capital raise.

The transfer of ADS trading to the NYSE effective July 9, 2026 is a market‑structure change; trading venue and Form 25 timing are explicit here. Subsequent filings will confirm effectiveness and any material market‑access implications.

Capital Markets Attorney

Filing updates the registration statement and details delisting mechanics.

The supplement modifies the Registration Statement on Form F‑1 and clarifies the registered resale amount and methods. It preserves the original Prospectus terms while superseding inconsistent statements. The company intends to file Form 25 to effect the NYSE American delisting no earlier than July 16, 2026.

All qualifier language is preserved in the supplement; cash‑flow treatment for resales is stated: proceeds accrue to selling holders, not Azul.

Key Figures

Registered shares: 372,434,435 shares Warrants issuable shares: 9,383,899 shares ADS ratio: 1 ADS = 2 common shares +5 more

8 metrics

Registered shares 372,434,435 shares Total shares registered for resale in this Prospectus Supplement

Warrants issuable shares 9,383,899 shares Shares issuable upon exercise of warrants included in registered amount

ADS ratio 1 ADS = 2 common shares ADS conversion stated in Prospectus

Last reported ADS price $8.82 per ADS Last reported sale price on NYSE American on July 2, 2026

Common share price (B3) R$22.88 per common share Closing price on B3 on July 2, 2026

NYSE trading start July 9, 2026 Expected commencement of ADS trading on the NYSE

Form 25 earliest filing date July 16, 2026 Date no earlier than which Azul intends to file Form 25 to delist from NYSE American

Exchange rate reported R$5.1945 = US$1.00 Central Bank of Brazil exchange rate used to convert prices on July 2, 2026

Key Terms

ADS, Prospectus Supplement, Form 25

3 terms

ADS financial

"Each ADS represents two common shares and may be evidenced by an American depositary receipt"

Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

Prospectus Supplement regulatory

"This prospectus supplement (this “Prospectus Supplement”) is being filed with the U.S."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Form 25 regulatory

"Azul intends to file an application on Form 25 with the SEC to delist its ADSs"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Offering Details

resale/secondary

Offering

Offering Type resale/secondary

Use of Proceeds issuer receives no resale proceeds

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/06/2026 - 06:07 AM Accepted by SEC EDGAR 07/06/2026 - 06:02 AM Learn about SEC filing dates

FAQ

What shares does Azul (AZUL) register in this prospectus supplement?

The supplement registers up to 372,434,435 common shares, which includes up to 9,383,899 shares issuable upon exercise of warrants. These shares are registered for resale by selling shareholders under the Registration Statement on Form F‑1.

Will Azul receive proceeds from the registered resale of shares?

No. The prospectus states the shares are offered and resold by the selling shareholders and that the company will not receive proceeds from those resales. Proceeds, if any, flow to the selling holders, not Azul.

When will Azul’s ADSs begin trading on the NYSE?

Azul expects its ADSs to commence trading on the New York Stock Exchange at market open on July 9, 2026, subject to satisfaction of applicable listing conditions stated in the Prospectus Supplement.

What happens to Azul’s listing on NYSE American?

Azul will voluntarily withdraw its ADSs from NYSE American upon the commencement of trading on the NYSE. The company intends to file Form 25 to delist from NYSE American no earlier than July 16, 2026.

Do common shares remain listed in Brazil after the transfer to NYSE?

Yes. Azul’s common shares will continue to be listed and traded on B3 under the ticker AZUL3. The supplement states holders are not required to take any action for the NYSE listing transfer.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-295577

PROSPECTUS SUPPLEMENT NO. 1

(to the Prospectus dated July 1, 2026)

Up to 363,050,536 common shares, including in the form of ADSs, and
up to 9,383,899 common shares, including in the form of ADSs, issuable upon exercise of Warrants

This prospectus supplement (this “Prospectus Supplement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) to update, amend and supplement the information contained in the prospectus of Azul S.A. (“Azul” or the “Company”), dated July 1, 2026 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-295577) as filed with the SEC, including the documents incorporated by reference therein (the “Registration Statement”), with the information set forth in this Prospectus Supplement. Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have the meanings ascribed to them in the Prospectus.

The Prospectus relates to the offer and resale, from time to time, by the selling shareholders named in the Prospectus and certain unnamed selling shareholders, if and when set forth in a post-effective amendment to the Registration Statement (together, the “Selling Shareholders”), or their respective donees, pledgees, transferees or other successors in interest selling securities received after the date of the Prospectus from a Selling Shareholder as a gift, pledge, partnership distribution or other transfer, of up to 372,434,435 common shares, without par value (“common shares”), of the Company, including common shares in the form of American depositary shares (“ADSs”). Each ADS represents two common shares and may be evidenced by an American depositary receipt, or may be held in uncertificated form.

This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto and any documents incorporated by reference therein. This Prospectus Supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus (including the documents incorporated by reference therein) and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement. The information contained in the Prospectus (including any documents incorporated by reference therein) is deemed to be modified and superseded to the extent that information contained in this Prospectus Supplement modifies or supersedes such information. Any statement in the Prospectus that is modified or superseded hereby is not deemed to constitute a part of the Prospectus, except as modified or superseded by this Prospectus Supplement.

We may further amend or supplement the Prospectus and the information in this Prospectus Supplement from time to time by filing amendments to the Registration Statement or other supplements to the Prospectus, as required. You should read the entire Prospectus (including the documents incorporated by reference therein), this Prospectus Supplement, any amendments to the Registration Statement and any subsequent supplements to the Prospectus carefully before you make an investment decision with respect to the ADSs or the common shares.

Our common shares are listed on the Level 2 (Nível 2) segment of B3 S.A.—Brasil, Bolsa, Balcão (“B3”) under the symbol “AZUL3.” Our ADSs are listed on NYSE American LLC (“NYSE American”) under the symbol “AZUL.” On July 2, 2026, the last reported sale price of our ADSs as reported on NYSE American was US$8.82 per ADS, equivalent to US$4.41 per Common Share. On July 2, 2026, the closing price of our common shares as reported on B3 was R$22.88 per Common Share (the U.S. dollar equivalent of US$4.40 per common share, based on the exchange rate reported by the Central Bank of Brazil (Banco Central do Brasil) of R$5.1945 to US$1.00, equivalent to US$8.81 per ADS because each ADS represents two common shares).

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 16 of the Prospectus, and the risks described in the documents incorporated by reference into the Prospectus, including the risks described under “Item 3. Key Information—D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2025, to read about factors you should consider before investing in our common shares, including in the form of ADSs.

Neither the SEC, the Brazilian Securities Commission (Comissão de Valores Mobiliários), nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this Prospectus Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is July 6, 2026.

Azul to List on the NYSE and Voluntarily Delist from NYSE American

On July 6, 2026, Azul announced that its ADSs and the common shares represented thereby have been approved for listing on the New York Stock Exchange LLC (“NYSE”) and that Azul will voluntarily delist from NYSE American.

Transfer of Listing to the NYSE

Azul has arranged for its ADSs and the common shares represented thereby to be listed on the NYSE. Subject to the satisfaction of the applicable listing conditions, Azul expects that the listing on the NYSE will become effective on July 9, 2026, with trading of the ADSs under the ticker symbol “AZUL” commencing at market open on such date.

Voluntary Delisting from NYSE American

In connection with the transfer of its listing to the NYSE, Azul is voluntarily withdrawing its ADSs and the common shares represented thereby from listing on NYSE American. Azul’s ADSs and the common shares represented thereby will cease to trade on NYSE American with effect from the commencement of trading on the NYSE. Azul intends to file an application on Form 25 with the SEC to delist its ADSs and the common shares represented thereby from NYSE American no earlier July 16, 2026 (which is the date that is 10 calendar days following the date on which Azul delivered notice thereof to NYSE American. The Form 25 will become effective 10 calendar days after filing with the SEC.

Additional Information

Azul’s common shares will continue to be listed and traded on B3 S.A. – Brasil, Bolsa, Balcão under the ticker symbol “AZUL3”. Existing holders of common shares and ADSs are not required to take any action in connection with the transfer of the listing from NYSE American to the NYSE.