Azul subsidiary draws about $250M in BNDES financing
ALAB used part of its first draw to prepay an approximately R$400 million higher-cost obligation; further funding is expected in the fourth quarter of 2026.
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.'s prospectus covers the resale by selling shareholders of up to 372,434,435 common shares, including 9,383,899 common shares issuable upon exercise of Warrants.
Azul Linhas Aéreas Brasileiras S.A. (ALAB), a subsidiary, entered into a BNDES loan agreement providing for up to R$2.66 billion (approximately US$510 million), with final maturity in July 2031. ALAB drew approximately R$1.3 billion (approximately US$250 million) on September 29, 2026; part of the proceeds was used to prepay an existing higher-cost obligation of approximately R$400 million. Azul intends to use the financing to strengthen liquidity and support liability-management initiatives. ALAB currently expects the remaining R$1.3 billion to become available in the fourth quarter of 2026.
Filing Explained
The supplement adds that the first approximately R$1.3 billion tranche is covered by a letter of credit; Azul guarantees ALAB’s reimbursement to the bank providing it, secured by an assignment of a controlled disbursement account and certain passenger-airline credit card receivables.
Key Figures
Common shares covered by resale prospectus: Up to 372,434,435 common shares
Common shares issuable upon exercise of Warrants: Up to 9,383,899 common shares
BNDES loan agreement financing: Up to R$2.66 billion (approximately US$510 million)
+4 more
7 metrics
Common shares covered by resale prospectus
Up to 372,434,435 common shares
Resale by selling shareholders; includes shares issuable upon exercise of Warrants
Common shares issuable upon exercise of Warrants
Up to 9,383,899 common shares
Included in the prospectus coverage
BNDES loan agreement financing
Up to R$2.66 billion (approximately US$510 million)
Financing provided under the agreement
First tranche drawn
Approximately R$1.3 billion (approximately US$250 million)
Drawn September 29, 2026
Prepaid existing obligation
Approximately R$400 million (approximately US$77 million)
Part of the first-tranche proceeds was used for prepayment
Remaining BNDES funding
R$1.3 billion (approximately US$250 million)
Currently expected to become available in the fourth quarter of 2026
Final maturity
July 2031
BNDES loan agreement
Key Terms
letter of credit, fiduciary assignment, controlled disbursement account, liability-management initiatives
4 terms
letter of credit financial
"guaranteed by a letter of credit covering the principal amount drawn"
A letter of credit is a bank’s written promise to pay a seller on behalf of a buyer once specified shipping or delivery documents are presented, acting like a guaranteed cashier’s check that only pays when the agreed conditions are met. Investors care because letters of credit reduce payment and counterparty risk, affect a company’s working capital and credit exposure, and can influence deal certainty in contracts, trade financing, and acquisitions.
fiduciary assignment financial
"secured by a fiduciary assignment of a controlled disbursement account"
controlled disbursement account financial
"a fiduciary assignment of a controlled disbursement account"
liability-management initiatives financial
"to support our ongoing liability-management initiatives"
Offering Details
secondary · Up to 372,434,435 common shares
Offering
Offering Type
secondary
Securities Offered
Common shares, including in the form of ADSs
Offering Amount
Up to 372,434,435 common shares
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did ALAB draw under Azul's BNDES loan agreement?
ALAB drew approximately R$1.3 billion (approximately US$250 million) on September 29, 2026. The agreement provides for up to R$2.66 billion in financing.
What guarantees and security apply to Azul's BNDES financing?
A letter of credit guarantees ALAB's obligations and covers the principal drawn under the first tranche. Azul S.A. guaranteed ALAB's reimbursement obligations to the bank that provided the letter of credit; those obligations are secured by a fiduciary assignment of a controlled disbursement account and certain passenger-airline credit card receivables.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-295577
PROSPECTUS SUPPLEMENT NO. 1
(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—BNDES / FNAC Financing”.
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 the New York Stock Exchange LLC (the “NYSE”) under the symbol
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“AZUL.” On September 29, 2026, the last reported sale price of our ADSs as reported on the NYSE was US$6.87 per ADS, equivalent to US$3.44 per Common Share. On September 29, 2026, the closing price of our common shares as reported on B3 was R$17.80 per Common Share (the U.S. dollar equivalent of US$3.41 per common share, based on the exchange rate reported by the Central Bank of Brazil (Banco Central do Brasil) of R$5.2204 to US$1.00, equivalent to US$6.82 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 September 30, 2026.
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Recent Developments — BNDES / FNAC Financing
On July 31, 2026, our subsidiary Azul Linhas Aéreas Brasileiras S.A. (“ALAB”) entered into a loan agreement with the Brazilian Development Bank (Banco Nacional de Desenvolvimento Econômico e Social) (“BNDES”). The loan is funded by the National Civil Aviation Fund (Fundo Nacional de Aviação Civil) (“FNAC”) under the FNAC financing program (the “BNDES Loan Agreement”). The BNDES Loan Agreement provides for up to R$2.66 billion (approximately US$ 510 million on the date hereof) in financing and has a final maturity date in July 2031. We intend to use the proceeds of this financing to strengthen our liquidity and financial flexibility and to support our ongoing liability‑management initiatives.
On September 29, 2026, ALAB drew a first tranche of approximately R$1.3 billion (approximately US$ 250 million on the date hereof) under the BNDES Loan Agreement. ALAB’s obligations under the BNDES Loan Agreement are guaranteed by a letter of credit covering the principal amount drawn under the first tranche. Azul S.A. has guaranteed ALAB’s reimbursement obligations owed to the bank that provided the letter of credit. Those obligations are also secured by a fiduciary assignment (cessão fiduciária) of a controlled disbursement account and certain credit card receivables generated by our passenger airline business. We have used part of the proceeds of the first tranche to prepay an existing higher‑cost obligation of approximately R$400 million (approximately US$ 77 million on the date hereof).
We currently expect that the remaining R$1.3 billion (approximately US$ 250 million on the date hereof) in funding under the BNDES Loan Agreement will become available in the fourth quarter of 2026.
The Brazilian reais amounts referred to above have been converted into U.S. dollars for convenience of the reader at the exchange rate reported by the Central Bank of Brazil (Banco Central do Brasil) on September 29, 2026 of R$5.2204 to US$1.00.
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