Azul issues 6.9M Series 4 subscription warrants

Azul S.A. is issuing 6,904,589 Subscription Warrants – Series 4, giving holders the right to subscribe for common shares of the company.

Accepted by SEC EDGAR 06/30/2026 - 07:55 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Azul S.A. is issuing 6,904,589 Subscription Warrants – Series 4, giving holders the right to subscribe for common shares of the company. The Board of Directors ratified this final warrant amount after the preemptive rights period for eligible shareholders, in line with Brazilian corporate law.

The Subscription Warrants – Series 4, listed on B3 under the code AZUL19, will start trading on July 2, 2026 and may be exercised until June 30, 2027. These warrants add an additional equity-linked instrument to Azul’s capital structure but do not themselves change the current share count until exercised.

Key Figures

Subscription Warrants – Series 4 issued: 6,904,589 warrants Warrant trading start date: July 2, 2026 Warrant exercise deadline: June 30, 2027 +5 more

8 metrics

Subscription Warrants – Series 4 issued 6,904,589 warrants Final number ratified by Board of Directors

Warrant trading start date July 2, 2026 Series 4 warrants begin trading on B3 as AZUL19

Warrant exercise deadline June 30, 2027 Last date to exercise Subscription Warrants – Series 4

Daily flights approximately 800 flights Company operational profile in Brazil

Destinations served over 137 destinations Network coverage described in company profile

Operating fleet over 180 aircraft Fleet size in company description

Crewmembers more than 14,000 Employee base as stated in company profile

Non-stop routes 250 routes Network of non-stop routes in Brazil

Key Terms

Subscription Warrants – Series 4, preemptive rights, Brazilian Corporations Law, Board of Directors, +1 more

5 terms

Subscription Warrants – Series 4 financial

"the final number of warrants to subscribe for common shares of the Company (“Subscription Warrants – Series 4”)"

preemptive rights financial

"after verifying the result of the exercise of preemptive rights by the Company’s eligible shareholders"

A shareholder's preemptive rights are contractual or legal rights to buy new shares first when a company issues more stock, so existing owners can maintain their percentage ownership and voting power. Think of it like getting first dibs on extra slices when a pie is cut again: it limits dilution of ownership and influence by letting current holders purchase enough new shares to keep their stake from shrinking.

Brazilian Corporations Law regulatory

"pursuant to article 171, paragraph 3, of the Brazilian Corporations Law"

A set of legal rules that governs how corporations are formed, run, and wound down in Brazil, covering board duties, shareholder rights, financial reporting, takeovers and mergers. Think of it as the rulebook that tells public and private companies how to behave and what information they must share; investors use it to assess governance quality, legal protections for shareholders and the reliability of a company’s disclosures, all of which affect risk and value.

Board of Directors regulatory

"the Company’s Board of Directors ratified the final number of warrants"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

material fact regulatory

"in furtherance to the material fact disclosed on May 21, 2026"

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 did Azul (AZUL) announce in its June 2026 Form 6-K?

Azul announced the issuance of 6,904,589 Subscription Warrants – Series 4. These warrants allow holders to subscribe for common shares, following Board approval and completion of a preemptive rights period for eligible shareholders under Brazilian corporate law.

How many Series 4 subscription warrants is Azul (AZUL) issuing?

Azul is issuing 6,904,589 Subscription Warrants – Series 4. This final number was ratified by the Board of Directors after verifying the exercise of preemptive rights by eligible shareholders, pursuant to article 171, paragraph 3, of the Brazilian Corporations Law.

When will Azul’s Series 4 subscription warrants (AZUL19) start trading?

Azul’s Subscription Warrants – Series 4, traded on B3 under ticker AZUL19, will begin trading on July 2, 2026. Investors will then be able to buy or sell these warrants on the Brazilian stock exchange like other listed securities.

Until when can Azul’s Series 4 subscription warrants be exercised?

The Subscription Warrants – Series 4 may be exercised until June 30, 2027. Up to that date, warrant holders can use their warrants to subscribe for Azul common shares under the terms approved by the Board of Directors.

What are Azul (AZUL) subscription warrants and what do they represent?

Azul’s subscription warrants are rights to subscribe for the company’s common shares on predefined terms. They do not represent shares by themselves but can be exercised into shares, potentially increasing the number of outstanding shares when holders choose to exercise.

Did existing Azul shareholders have preemptive rights in this warrant issuance?

Yes. The final number of 6,904,589 Subscription Warrants – Series 4 was set after verifying the exercise of preemptive rights by eligible shareholders, as provided under article 171, paragraph 3, of the Brazilian Corporations Law and prior Board approvals.

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

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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

For the month of June, 2026

Commission File Number: 001-38049

Azul S.A.
(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)

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 - Issuance of Subscription Warrants – Series 4

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: June 30th, 2026

			Azul S.A.
			By:			/s/ Antonio Carlos Garcia
			Name:			Antonio Carlos Garcia
			Title:			Chief Financial Officer

Material Fact June | 2026

Issuance of Subscription Warrants – Series 4

São Paulo, June 30, 2026 – Azul S.A. (B3: AZUL3; NYSE American: AZUL) (“Azul” or “Company”), in compliance with the provisions of the Resolution of the Brazilian Securities and Exchange Commission No. 44, of August 23, 2021, of article 157, paragraph 4, of Law No. 6,404, of December 15, 1976 (“Brazilian Corporations Law ”), and in furtherance to the material fact disclosed on May 21, 2026, the Company informs its shareholders and the market in general that, on the date hereof, the Company’s Board of Directors ratified the final number of warrants to subscribe for common shares of the Company (“Subscription Warrants – Series 4”), the issuance of which was previously approved by the Company’s Board of Directors on May 21, 2026 (“Issuance Board Approval”).

As approved by the Company’s Board of Directors, after verifying the result of the exercise of preemptive rights by the Company’s eligible shareholders, pursuant to article 171, paragraph 3, of the Brazilian Corporations Law and also taking into account the limitations and rules set forth in the Issuance Board Approval, 6,904,589 Subscription Warrants – Series 4 will be issued.

As a result, the Subscription Warrants – Series 4 (B3: AZUL19) will begin to be traded as of July 2, 2026. Pursuant to the Issuance Board Approval, the Subscription Warrants – Series 4 may be exercised until June 30, 2027.

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@voeazul.com.br imprensa@voeazul.com.br

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Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EX-99.1 10.5 KB