Azul shifts U.S. listing to New York Stock Exchange
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.
Rhea-AI Filing Summary
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.
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Insights
Azul is upgrading its U.S. listing from NYSE American to the NYSE to target broader institutional investors.
Azul has secured approval for its American Depositary Shares, each representing two common shares, to list on the New York Stock Exchange. Trading is expected to start on July 9, 2026, contingent on standard listing conditions.
The company will voluntarily delist from NYSE American, filing a Form 25 no earlier than July 16, 2026. This sequencing ensures the delisting will not be effective before the NYSE transfer is completed, minimizing disruption for ADS holders.
Management links the move to a recent restructuring that, in their words, resulted in “enhanced governance” and a “simplified capital structure.” The NYSE listing is described as a way to raise the company’s profile with global investors and strengthen its access to international capital markets, while Brazilian shares remain on B3 under “AZUL3.”
Key Figures
NYSE listing expected date: July 9, 2026
Form 25 earliest filing date: July 16, 2026
Form 25 effectiveness period: 10 calendar days
+5 more
8 metrics
NYSE listing expected date
July 9, 2026
Planned effective date for ADS trading on NYSE
Form 25 earliest filing date
July 16, 2026
Earliest date to file Form 25 to delist from NYSE American
Form 25 effectiveness period
10 calendar days
Time after filing when NYSE American delisting becomes effective
Daily flights
approximately 800 daily flights
Operational scale described in company profile
Destinations served
over 137 destinations
Network reach as stated by the company
Operating fleet
over 180 aircraft
Size of Azul’s operating fleet
Crewmembers
more than 14,000 Crewmembers
Workforce size in company description
Non-stop routes
250 non-stop routes
Scope of route network
Key Terms
American Depositary Shares, Form 25, voluntarily delist, foreign private issuer, +2 more
6 terms
Form 25 regulatory
"The Company intends to file an application on Form 25 with the Securities and Exchange Commission"
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.
voluntarily delist regulatory
"the Company will voluntarily delist from NYSE American LLC (“NYSE American”)"
A company chooses to remove its shares from a stock exchange of its own accord, stopping regular public trading while it may still exist as a private business. For investors this matters because liquidity and transparency usually fall—selling shares becomes harder and public reporting standards may be reduced—so the move can change how easy it is to buy or sell stock and how much reliable information is available about the company.
foreign private issuer regulatory
"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
NYSE American Company Guide regulatory
"in accordance with Rule 12d2-2(c) under the Securities Exchange Act of 1934 and Section 1010(d) of the NYSE American Company Guide"
A handbook of rules and requirements that govern companies listed on the NYSE American market, covering eligibility to list, ongoing disclosure duties, corporate governance expectations, and trading practices. It matters to investors because it sets the minimum standards companies must meet to join and remain on that exchange — like a routine safety inspection that signals basic reliability and transparency — helping investors judge regulatory compliance, quality of public information, and potential risks to a stock’s value.
Material Fact financial
"Azul will keep its shareholders and the market informed of any new information on the matters presented in this Material Fact."
Information or an event that a reasonable investor would consider important when deciding to buy, sell or hold a security; it changes the expected value, risk, or outlook of an investment. Regulators treat material facts as disclosures that companies must share publicly because they can affect market prices, similar to a key ingredient in a recipe that determines the final taste. It matters to investors because material facts can change the basis for an investment decision and move trading activity and prices.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What change in U.S. listing is Azul (AZUL) announcing?
Azul is moving its American Depositary Shares from NYSE American to the New York Stock Exchange. The ADSs and underlying common shares have been approved for NYSE listing, which the company expects will begin trading under the ticker “AZUL” on July 9, 2026.
When will Azul (AZUL) start trading on the NYSE?
Azul expects its American Depositary Shares to begin trading on the New York Stock Exchange on July 9, 2026. This effective date is subject to satisfaction of NYSE listing conditions, with trading continuing under the ticker symbol “AZUL” once the transfer from NYSE American is completed.
Is Azul (AZUL) delisting from NYSE American permanently?
Yes. In connection with the NYSE transfer, Azul will voluntarily delist its ADSs and underlying common shares from NYSE American. The company plans to file Form 25 with the SEC on or after July 16, 2026, with effectiveness 10 calendar days after that filing date.
Will Azul (AZUL3) continue trading on Brazil’s B3 exchange?
Yes. Azul’s common shares will continue to be listed and traded on B3 S.A. – Brasil, Bolsa, Balcão under the ticker symbol “AZUL3”. The change described only affects the U.S. listing venue for the company’s American Depositary Shares and not its Brazilian listing.
Why does Azul (AZUL) say it is moving to the NYSE?
Azul states that an NYSE listing will better serve shareholders and the broader investment community. Management expects the move to enhance the company’s global visibility, expand access to institutional investors, and support its position in international capital markets following a recent corporate restructuring.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2026
Commission File Number: 001-38049
Azul S.A.
(Name of Registrant)
(Name of Registrant)
Edifício Jatobá, 8th Floor, Castelo Branco Office Park
Avenida Marcos Penteado de Ulhôa Rodrigues, 939,
Tamboré, Barueri, São Paulo, SP, 06460-040, Brazil
+ 55 (11) 4831 2880
(Address of Principal Executive Office)
Avenida Marcos Penteado de Ulhôa Rodrigues, 939,
Tamboré, Barueri, São Paulo, SP, 06460-040, Brazil
+ 55 (11) 4831 2880
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
Enclosures:
Exhibit 99.1 - Azul to List on the NYSE and Voluntarily Delist from NYSE American
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 6th, 2026
Azul S.A. | ||||||||
By: | /s/ Antonio Carlos Garcia | |||||||
Name: | Antonio Carlos Garcia | |||||||
Title: | Chief Financial Officer | |||||||
 | Material Fact July | 2026 | |||||||
Azul to List on the NYSE and
Voluntarily Delist from NYSE American
São Paulo, July 6, 2026 – Azul S.A. (B3: AZUL3, NYSE American: AZUL) (“Azul” or the “Company”), the largest airline in Brazil by number of cities served, hereby informs its shareholders and the market in general that the Company’s American Depositary Shares, each representing two common shares of the Company (“ADSs”), and the common shares represented thereby, have been approved for listing on the New York Stock Exchange LLC (“NYSE”) and the Company will voluntarily delist from NYSE American LLC (“NYSE American”).
Transfer of Listing to the NYSE
The Company 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, the Company 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.
“Our listing on the New York Stock Exchange marks the beginning of a new chapter for Azul. Following our successful restructuring, we have emerged as a stronger company, with enhanced governance, a simplified capital structure, and a solid foundation for long-term value creation. The NYSE listing is expected to enhance our visibility within the global investment community, expand our access to institutional investors, and further strengthen our position in the international capital markets,” said John Rodgerson, Azul's CEO.
Voluntary Delisting from NYSE American
In connection with the transfer of its listing to the NYSE, the Company is voluntarily withdrawing its ADSs and the common shares represented thereby from listing on NYSE American. The withdrawal from NYSE American is being made because the Company has arranged for listing on the NYSE, which the Company believes will better serve its shareholders and the broader investment community. Concurrently with this announcement, the Company has delivered written notice to NYSE American of its intent to withdraw from listing on NYSE American, in accordance with Rule 12d2-2(c) under the Securities Exchange Act of 1934 and Section 1010(d) of the NYSE American Company Guide.
The Company intends to file an application on Form 25 with the Securities and Exchange Commission (the “SEC”) to delist its ADSs and the common shares represented thereby from NYSE American no earlier than 10 calendar days following the date of delivery of the notice to NYSE American (i.e., on or after July 16, 2026). The Form 25 will become effective 10 calendar days after filing with the SEC. The Company will ensure that the Form 25 does not become effective prior to the date on which the transfer of the listing to the NYSE is completed.
Additional Information
The Company’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 listing from NYSE American to the NYSE.
| Material Fact July | 2026 | |||||||
Azul will keep its shareholders and the market informed of any new information on the matters presented in this Material Fact.
About Azul
Azul S.A. (B3: AZUL3; NYSE American: AZUL), the largest airline in Brazil by departures and cities served, offers approximately 800 daily flights to over 137 destinations. With an operating fleet of over 180 aircraft and more than 14,000 Crewmembers, the Company has a network of 250 non-stop routes. In 2020, Azul was awarded best airline in the world by TripAdvisor, first time a Brazilian Flag Carrier earns number one ranking in the Traveler’s Choice Awards. For more information, visit https://ri.voeazul.com.br.
Contact
Investor Relations Press Relations
Tel: +55 11 4831 2880 Tel: +55 11 98196-1035
invest@oeazul.com.br imprensa@voeazul.com.br