Azul: American Airlines’ $100M investment approved
After warrant exercise, American is expected to hold approximately 8% of AZUL’s total and voting capital.
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
6-K
Rhea-AI Filing Summary
Azul S.A. (AZUL) reported that Brazil’s CADE unanimously approved American Airlines’ US$100 million investment in Azul, to be implemented through the exercise of 3,958,429,263,261 Series 1 subscription warrants (AZUL11) and 5,449,247 Series 4 subscription warrants (AZUL19). After the investment, American is expected to hold approximately 8% of Azul’s total and voting capital.
CADE’s tribunal approval is expected to be published over the coming days, including the Merger Control Agreement. Azul said certain commercial agreements between American and Azul, also subject of CADE approval, will be implemented afterward.
Key Figures
Investment: US$100 million
Series 1 subscription warrants: 3,958,429,263,261 warrants
Series 4 subscription warrants: 5,449,247 warrants
+1 more
4 metrics
Investment
US$100 million
American Airlines investment in Azul approved by CADE
Series 1 subscription warrants
3,958,429,263,261 warrants
Warrants through which the investment is to be implemented; AZUL11
Series 4 subscription warrants
5,449,247 warrants
Warrants through which the investment is to be implemented; AZUL19
Expected ownership
Approximately 8%
American’s expected share of Azul’s total and voting capital after the investment
Key Terms
subscription warrants, Merger Control Agreement, total and voting capital, antitrust approval
4 terms
subscription warrants financial
"implemented through the exercise of subscription warrants"
Merger Control Agreement regulatory
"including the respective Merger Control Agreement"
total and voting capital financial
"approximately 8% of the Company’s total and voting capital"
antitrust approval regulatory
"Antitrust Approval of American Airlines’ Investment in the Company"
A government sign-off that a merger, acquisition, or business practice does not unfairly reduce competition or create a monopoly. It matters to investors because approval clears a path for expected cost savings, market share gains, or strategic plans to proceed, while rejection or conditions can delay deals, force changes, reduce projected value, or trigger fines — like a referee deciding whether a play is legal and can stand.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is American Airlines investing in AZUL?
CADE unanimously approved American Airlines’ US$100 million investment in Azul, to be implemented through exercise of subscription warrants.
What ownership stake is American Airlines expected to hold in AZUL?
After the investment, American is expected to hold approximately 8% of Azul’s total and voting capital.
What commercial agreements are included in American Airlines’ AZUL transaction?
Certain commercial agreements between American and Azul were also subject of CADE approval. Azul said they will be implemented after publication of the tribunal’s approval and the Merger Control Agreement.
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 October, 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 Updates the Market on the Antitrust Approval of American Airlines’ Investment in the Company
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: October 7th, 2026
Azul S.A. | ||||||||
By: | /s/ Antonio Carlos Garcia | |||||||
Name: | Antonio Carlos Garcia | |||||||
Title: | Chief Financial Officer | |||||||
 | Material Fact October | 2026 | |||||||
Azul Updates the Market on the Antitrust Approval of American Airlines’ Investment in the Company
São Paulo, October 7, 2026 – Azul S.A. (B3: AZUL3, NYSE: AZUL) (“Azul” or “Company”), in compliance with the Brazilian Securities Commission (Comissão de Valores Mobiliários - “CVM”) Resolution No. 44, dated August 23, 2021, as amended, and Article 157, paragraph 4, of Law No. 6,404, dated December 15, 1976, as amended, hereby informs its shareholders and the market that on the date hereof, the Tribunal of the Administrative Council for Economic Defense (“CADE”) has unanimously approved the investment of US$100 million by American Airlines (“American”) in the Company, to be implemented through the exercise of subscription warrants, of which 3,958,429,263,261 Series 1 warrants (AZUL11) and 5,449,247 Series 4 warrants (AZUL19). As a result of such investment, American is expected to hold approximately 8% of the Company´s total and voting capital.
The approval by CADE´s tribunal is expected to be published over the coming days, including the respective Merger Control Agreement, followed by the implementation of certain commercial agreements between American and Azul which were also subject of the CADE approval.
Azul will keep its shareholders and the market duly informed of any material developments related to the matters addressed in this Material Fact, in accordance with applicable laws and regulations.
About Azul
Azul S.A. (B3: AZUL3; NYSE: AZUL) is the largest airline in Brazil by number of cities served, operating approximately 800 daily flights to more than 130 destinations. With an operating fleet of over 150 aircraft and more than 14,000 Crewmembers, Azul offers more than 250 direct routes. In 2020, Azul was named the World’s Best Airline by the TripAdvisor Travelers’ Choice awards, becoming the first Brazilian company to receive this recognition. 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@voeazul.com.br imprensa@voeazul.com.br
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