Azul confirms BRL 513M share-capital increase
Azul had 400,829,250 common shares outstanding immediately after the issuance, and Jeff Ogar assumed seats on the board and Strategy Committee.
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Form Type
6-K
Rhea-AI Filing Summary
Azul S.A. said its board confirmed a BRL 512,811,716.28 share-capital increase on October 20, 2026, following American Airlines’ exercise of all its subscription warrants and exercises of additional warrants by other investors.
The exercises resulted in 31,838,775 common shares issued to American Airlines and 432,551 issued to other investors; Azul had 400,829,250 common shares outstanding immediately afterward. American’s shares were delivered in book-entry form on October 20, while shares from other investors’ exercises through B3 will be delivered through the exchange system within 3 business days. Following completion of American’s investment, John Peter Rodgerson resigned from the Board of Directors and Strategy Committee, and Jeff Ogar assumed those positions. Rodgerson remains Chief Executive Officer.
Filing Explained
Completed warrant exercises increased Azul’s common-share count; under the stated dilution definition, that issuance reduces existing holders’ percentage ownership absent offsetting changes.
Key Figures
Share-capital increase: BRL 512,811,716.28
Common shares issued to American Airlines: 31,838,775 shares
Common shares issued to other investors: 432,551 shares
+1 more
4 metrics
Share-capital increase
BRL 512,811,716.28
Confirmed by Azul’s board on October 20, 2026
Common shares issued to American Airlines
31,838,775 shares
Resulting from American Airlines’ warrant exercise
Common shares issued to other investors
432,551 shares
Resulting from other investors’ exercised warrants
Common shares outstanding
400,829,250 shares
Immediately following the issuance
Key Terms
American Subscription Warrants, book-entry form, ADR program, Exercised Warrants
4 terms
American Subscription Warrants financial
"all of the American Subscription Warrants by American"
book-entry form technical
"directly in book-entry form"
A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.
ADR program financial
"deposit those common shares into the Company’s ADR program"
An ADR Program is the legal structure between a foreign company and a US depositary bank for issuing American Depositary Receipts. It defines the program level (I, II, III), ADS ratio, fees, and SEC reporting requirements. Levels determine whether shares can list on exchanges or only OTC.
Exercised Warrants financial
"collectively, the “Exercised Warrants”"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who joined Azul’s board after American Airlines exercised its warrants?
Jeff Ogar assumed positions as a member of Azul’s Board of Directors and Strategy Committee on October 20, 2026, after John Peter Rodgerson resigned from both positions. Rodgerson remains Azul’s Chief Executive Officer.
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 - Exercise of Subscription Warrants by American Airlines
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 20th, 2026
Azul S.A. | ||||||||
By: | /s/ Antonio Carlos Garcia | |||||||
Name: | Antonio Carlos Garcia | |||||||
Title: | Chief Financial Officer | |||||||
 | Material Fact October | 2026 | |||||||
Exercise of Subscription Warrants
by American Airlines
São Paulo, October 20, 2026 – Azul S.A. (B3: AZUL3; NYSE: AZUL) (“Azul” or the “Company”), in compliance with the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM) Resolution No. 44, dated August 23, 2021, and Article 157, paragraph 4, of Law No. 6,404, dated December 15, 1976, and further to the Material Fact disclosed on May 21, 2026, hereby informs its shareholders and the market in general that, on October 19th, 2026, it received a notice of exercise with respect to all of the warrants to subscribe for common shares issued by the Company and held by American Airlines, Inc. (“American” and the “American Subscription Warrants”, respectively).
In such notice, American informed the Company of its exercise of all of the American Subscription Warrants, comprising: (i) 3,958,429,263,261 Series 1 (AZUL11) American Subscription Warrants; and (ii) 5,449,247 Series 4 (AZUL19) American Subscription Warrants.
On the date hereof, a meeting of the Company’s Board of Directors was held to confirm the capital increase resulting from the exercise of: (i) all of the American Subscription Warrants by American; (ii) 43,990,650,000 additional Series 1 subscription warrants by other investors; (iii) 699,750,000 Series 2 subscription warrants by other investors; (iv) 12,978,600,000 Series 3 subscription warrants by other investors; and (v) 48,091 additional Series 4 subscription warrants by other investors (collectively, the “Exercised Warrants”), resulting in a total share capital increase of BRL 512,811,716.28.
A total of 31,838,775 common shares were issued as a result of the exercise of the American Subscription Warrants by American, and 432,551 common shares were issued as a result of the exercise of the other Exercised Warrants by other investors. Immediately following such issuance, Azul has 400,829,250 common shares outstanding.
The common shares issuable upon the exercise of the American Subscription Warrants were delivered on the date hereof directly in book-entry form, and American informed the Company that it would proceed to deposit those common shares into the Company’s ADR program. As for Exercised Warrants exercised through B3 by other investors, the corresponding common shares will be delivered directly through the exchange system within 3 business days.
Additionally, as provided for in the material fact disclosed on February 19, 2026, in light of the exercise of the American Subscription Warrants and the consequent consummation of American’s investment in the Company, on the date hereof, Mr. John Peter Rodgerson resigned from his positions as a member of the Company’s Board of Directors and the Strategy Committee, and his alternate, Mr. Jeff Ogar, assumed the position as a member of the Company’s Board of Directors and the Strategy Committee. Mr. John Peter Rodgerson remains in office as the Company’s Chief Executive Officer.
Summary biographical information for Mr. Jeff Ogar is set out below:
Jeff 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, Jeff worked as Senior Attorney for Competition Law and Regulatory Affairs at American Airlines, advising the company on regulatory and competition law matters.
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
JUR_SP - 59338477v1 - 6666004.570223
| Material Fact October | 2026 | |||||||
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
Tel: +55 11 4831 2880
invest@voeazul.com.br
Press Relations
Tel: +55 11 98196-1035
imprensa@voeazul.com.br
JUR_SP - 59338477v1 - 6666004.570223