Azul receives $100M from American Airlines warrants
Azul’s board confirmed a R$512,811,716.28 share-capital increase tied to the issuance of 32,271,326 common shares.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
424B3
Rhea-AI Filing Summary
Azul S.A. updated a resale prospectus covering up to 372,434,435 common shares, including shares in the form of ADSs. The supplement’s cover separately identifies up to 363,050,536 common shares and up to 9,383,899 common shares issuable upon exercise of warrants.
American Airlines exercised all subscription warrants it held on October 16, 2026, paying Azul US$100.0 million. On October 20, Azul confirmed issuance of 32,271,326 common shares from exercises by American and other investors; immediately after issuance, 400,829,250 common shares were outstanding. John Peter Rodgerson resigned as a board and strategy committee member and was replaced in both roles by alternate Jeffrey Alan Ogar. Rodgerson continues as chief executive officer.
Filing Explained
The warrant agreement required a board and committee replacement following the exercise; Rodgerson remains CEO.
Azul reports that it issued 32,271,326 common shares on
The warrant agreement required John Peter Rodgerson to leave the board and strategy committee, with alternate Jeffrey Alan Ogar replacing him in both roles; Rodgerson remains CEO.
Key Figures
Common shares covered by resale prospectus: Up to 372,434,435 shares
Common shares stated on supplement cover: Up to 363,050,536 shares
Common shares issuable upon warrant exercise stated on cover: Up to 9,383,899 shares
+5 more
8 metrics
Common shares covered by resale prospectus
Up to 372,434,435 shares
Prospectus resale amount, including shares in the form of ADSs
Common shares stated on supplement cover
Up to 363,050,536 shares
Including shares in the form of ADSs
Common shares issuable upon warrant exercise stated on cover
Up to 9,383,899 shares
Including shares in the form of ADSs
Aggregate exercise price
US$100.0 million
Paid by American Airlines for its warrant exercise on October 16, 2026
Common shares issued
32,271,326 shares
Warrant exercises confirmed on October 20, 2026
Common shares outstanding
400,829,250 shares
Immediately following the issuance
Share capital increase
R$512,811,716.28
Confirmed on October 20, 2026 pursuant to the issuance
Common shares per ADS
2 common shares
Each ADS represents two common shares
Key Terms
American depositary shares, subscription warrants, post-effective amendment, share capital
4 terms
subscription warrants financial
"Series 1 subscription warrants"
post-effective amendment regulatory
"if and when set forth in a post-effective amendment"
A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.
Offering Details
secondary · 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
Offering
Offering Type
secondary
Securities Offered
Common shares, including in the form of ADSs
Offering Amount
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
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-295577
PROSPECTUS SUPPLEMENT NO. 2
(to the Prospectus dated September 14, 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
Azul S.A.
(incorporated in the Federative Republic of Brazil)
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 September 14, 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.
We are filing this Prospectus Supplement to provide the information set forth below under “Recent Developments—Issuance of Common Shares Upon Exercise of Warrants” and “Recent Developments—Changes in the Board of Directors and Strategy Committee of Azul S.A.”
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.
1
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 the New York Stock Exchange LLC (the “NYSE”) under the symbol “AZUL.” On October 19, 2026, the last reported sale price of our ADSs as reported on the NYSE was US$6.48 per ADS, equivalent to US$3.24 per common share. On October 19, 2026, the closing price of our common shares as reported on B3 was R$16.73 per common share (the U.S. dollar equivalent of US$3.31 per common share, based on the exchange rate reported by the Central Bank of Brazil (Banco Central do Brasil) of R$5.0564 to US$1.00, equivalent to US$6.62 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 19 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 October 20, 2026.
2
Recent Developments
Issuance of Common Shares Upon Exercise of Warrants
On October 16, 2026, American Airlines, Inc. (“American”) exercised all of the warrants to subscribe for common shares held by it, consisting of (i) 3,958,429,263,261 Series 1 subscription warrants (corresponding to the issuance of 26,389,528 common shares), and (ii) 5,449,247 Series 4 subscription warrants (corresponding to the issuance of 5,449,247 common shares) (together, the “American Subscription Warrants”). The aggregate exercise price paid by American to Azul for the exercise of the American Subscription Warrants was US$100.0 million.
In connection with such exercise, on October 20, 2026, Azul’s board of directors confirmed a R$512,811,716.28 increase in its share capital pursuant to the issuance of an aggregate of 32,271,326 common shares, comprising (i) 31,838,775 common shares issued upon exercise of the American Subscription Warrants by American, (ii) 293,271 common shares issued upon exercise of 43,990,650,000 Series 1 subscription warrants that were validly exercised by other investors prior to such date, (iii) 4,665 common shares issued upon exercise of 699,750,000 Series 2 subscription warrants that were validly exercised by other investors prior to such date, (iv) 86,524 common shares issued upon exercise of 12,978,600,000 Series 3 subscription warrants that were validly exercised by other investors prior to such date, and (v) 48,091 additional common shares issued upon exercise of 48,091 Series 4 subscription warrants that were validly exercised by other investors prior to such date.
Immediately following the issuance of the 32,271,326 common shares referred to above, Azul had 400,829,250 common shares outstanding.
Changes in the Board of Directors and Strategy Committee of Azul S.A.
As required by the warrant agreement relating to the American Subscription Warrants, on October 20, 2026, Mr. John Peter Rodgerson resigned from his positions as a member of the board of directors and strategy committee, and was replaced in both positions by his alternate, Mr. Jeffrey Alan Ogar. Mr. Rodgerson continues to serve as Azul’s chief executive officer.
Summary biographical information for Mr. Ogar is set out below:
Jeffrey Alan Ogar currently serves as Head of Airline Partnerships at American Airlines, a position he has held since 2023, and as a Director of JetSMART, a role he assumed in 2025. From 2019 to 2023, he was General Counsel, Corporate Secretary, and Director of the Stand Together Chamber of Commerce, leading the organization's legal and strategic affairs. Previously, from 2010 to 2019, he served as Chief Counsel for Antitrust and Trade Regulation at Georgia-Pacific LLC, where he was responsible for competition and trade regulation matters. From 2003 to 2010, Mr. Ogar worked as Senior Attorney for Competition Law and Regulatory Affairs at American Airlines, advising the company on regulatory and competition law matters.
3