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Azul S.A. has an updated institutional ownership disclosure from VR Advisory-related entities and Richard Deitz. As of June 30, 2026, VR Global Partners, L.P. holds 8,854,652 American Depositary Shares of Azul, each ADS representing two Common Shares, totaling 17,709,304 Common Shares, plus warrants exercisable within sixty days for 191,032 Common Shares. This results in aggregate beneficial ownership of 17,900,336 Common Shares, or approximately 4.9% of Azul’s 368,557,924 Common Shares outstanding as of June 8, 2026. VR Advisory Services Ltd and its related Cayman entities, as well as Richard Deitz, may each be deemed to beneficially own these shares through control relationships, with sole voting and dispositive power reported over the position. The reporting group certifies the holdings are not for the purpose of changing or influencing control of Azul.
Key Figures
ADS held:8,854,652 ADSCommon Shares from ADS:17,709,304 Common SharesWarrants exercisable:191,032 Common Shares+3 more
6 metrics
ADS held8,854,652 ADSAmerican Depositary Shares of Azul S.A. held by the Fund
Common Shares from ADS17,709,304 Common SharesTwo Common Shares per ADS represented by 8,854,652 ADS
Warrants exercisable191,032 Common SharesWarrants exercisable within sixty days for Azul Common Shares
Total beneficial ownership17,900,336 Common SharesAggregate shares over which reporting persons may be deemed to have sole power
Ownership percentage4.9%Portion of Azul Common Shares outstanding as of June 30, 2026
Shares outstanding368,557,924 Common SharesAzul Common Shares outstanding as of June 8, 2026
Key Terms
American Depositary Shares, beneficially own, sole dispositive power, warrants, +1 more
5 terms
American Depositary Sharesfinancial
"8,854,652 American Depositary Shares ("ADS"), each representing two Common Shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
beneficially ownfinancial
"may be deemed to beneficially own the 17,900,336 Common Shares held by the Fund"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
sole dispositive powerfinancial
"may be deemed to exercise sole dispositive power over an aggregate of 17,900,336"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
warrantsfinancial
"the Fund was awarded warrants exercisable for 191,032 Common Shares of the Issuer"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Schedule 13Gregulatory
"By signing below I certify that... in any transaction having that purpose or effect"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Azul (AZUL) does VR Global Partners and affiliates currently own?
VR Global Partners and related entities may be deemed to beneficially own 17,900,336 Common Shares of Azul S.A., representing approximately 4.9% of the Common Shares outstanding based on 368,557,924 shares outstanding as of June 8, 2026.
How many Azul (AZUL) ADSs are held by VR Global Partners in this Schedule 13G/A?
VR Global Partners, L.P. directly holds 8,854,652 American Depositary Shares (ADS) of Azul S.A. Each ADS represents two Common Shares, corresponding to 17,709,304 Common Shares before giving effect to any warrants.
What additional Azul (AZUL) securities does VR Global Partners hold besides ADSs?
In addition to ADSs, the Fund holds warrants exercisable for 191,032 Common Shares of Azul S.A. These warrants are exercisable within sixty days, bringing aggregate beneficial ownership to 17,900,336 Common Shares when included.
Do VR Advisory and Richard Deitz report control intent over Azul (AZUL) in this filing?
The reporting persons certify the Azul securities were not acquired and are not held for the purpose of changing or influencing control of the issuer, other than activities solely in connection with a nomination under Item 11, indicating a passive ownership stance.
Who are the reporting persons in the Azul (AZUL) Schedule 13G/A Amendment No. 1?
The filing is made on behalf of VR Advisory Services Ltd, VR Global Partners, L.P., VR Capital Participation Ltd., VR Capital Group Ltd., VR Capital Holdings Ltd., and Richard Deitz, each potentially deemed to beneficially own the same Azul share position.
What voting and dispositive powers are reported over Azul (AZUL) shares by VR entities?
Each reporting person discloses sole voting power over 17,900,336 Common Shares and sole dispositive power over 17,900,336 Common Shares, with no shared voting or dispositive power reported for the Azul position.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Azul S.A.
(Name of Issuer)
Common Shares with no par value
(Title of Class of Securities)
000000000
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
000000000
1
Names of Reporting Persons
VR Advisory Services Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
17,900,336.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
17,900,336.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,900,336.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
000000000
1
Names of Reporting Persons
VR Global Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
17,900,336.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
17,900,336.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,900,336.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
000000000
1
Names of Reporting Persons
VR Capital Participation Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
17,900,336.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
17,900,336.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,900,336.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
CO, HC
SCHEDULE 13G
CUSIP Number(s):
000000000
1
Names of Reporting Persons
VR Capital Group Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
17,900,336.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
17,900,336.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,900,336.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
CO, HC
SCHEDULE 13G
CUSIP Number(s):
000000000
1
Names of Reporting Persons
VR Capital Holdings Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
17,900,336.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
17,900,336.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,900,336.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
CO, HC
SCHEDULE 13G
CUSIP Number(s):
000000000
1
Names of Reporting Persons
Deitz Richard
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
17,900,336.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
17,900,336.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,900,336.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Azul S.A.
(b)
Address of issuer's principal executive offices:
ED. JATOBA, 8TH FLOOR, AV. MARCOS PENTEADO ULHOA RODRIGUES, 939, TAMBORE, BARUERI, SAO PAULO, Brazil, 06460-040
Item 2.
(a)
Name of person filing:
The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) VR Advisory Services Ltd ("VR");
(ii) VR Global Partners, L.P. (the "Fund");
(iii) VR Capital Participation Ltd. ("VRCP");
(iv) VR Capital Group Ltd. ("VRCG");
(v) VR Capital Holdings Ltd. ("VRCH"); and
(vi) Richard Deitz.
(b)
Address or principal business office or, if none, residence:
For the Fund, VRCP, VRCG and VRCH: c/o Intertrust (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
For VR: 601 Lexington Avenue, 59th Floor, New York, New York, 10022, USA
For Mr. Deitz: The Kensington Building, 1 Wrights Lane, Fourth Floor, London W8 5RY, United Kingdom
(c)
Citizenship:
(i) The Fund is a Cayman Islands exempted limited partnership;
(ii) VR is a Cayman Islands exempted company;
(iii) VRCP is a Cayman Islands exempted company;
(iv) VRCG is a Cayman Islands exempted company;
(v) VRCH is a Cayman Islands exempted company; and
(vi) Mr. Deitz is a United States citizen.
(d)
Title of class of securities:
Common Shares with no par value
(e)
CUSIP No.:
000000000
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
8,854,652 American Depositary Shares ("ADS"), each representing two Common Shares ("Common Shares") of Azul S.A. (the "Issuer") reported as beneficially owned herein are directly held by the Fund representing a total of 17,709,304 Common Shares. In addition to the ADSs, the Fund was awarded warrants exercisable for 191,032 Common Shares of the Issuer, which are exercisable within sixty days (the "Warrants"). Therefore, the Fund may be deemed to exercise sole dispositive power over an aggregate of 17,900,336 Common Shares.
VR, as the general partner and investment adviser of the Fund, may be deemed to exercise voting and investment power over the 17,900,336 Common Shares held by the Fund and thus may be deemed to beneficially own such Common Shares. VRCP, as the sole shareholder of VR, also may be deemed to beneficially own the 17,900,336 Common Shares held by the Fund. VRCG, as the sole shareholder of VRCP, also may be deemed to beneficially own the 17,900,336 Common Shares held by the Fund. VRCH, as the sole shareholder of VRCG, also may be deemed to beneficially own the 17,900,336 Common Shares held by the Fund. Mr. Deitz, as the control person of VR and VRCP, also may be deemed to beneficially own the 17,900,336 Common Shares held by the Fund.
The Common Shares do not currently have a CUSIP. The CUSIP for the ADSs is 05501U601.
(b)
Percent of class:
As of June 30, 2026, each of the Fund, VR, VRCP, VRCG, VRCH and Mr. Deitz may be deemed to beneficially own 17,900,336 Common Shares of the Issuer, representing approximately 4.9% of the Common Shares outstanding.
The above percentages are based on 368,557,924 Common Shares of the Issuer outstanding as of June 8, 2026, as reported in the Issuer's Form F-1/A filed with the Securities and Exchange Commission on June 9, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
17,900,336.00
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
17,900,336.00
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
VR Advisory Services Ltd
Signature:
/s/ Emile du Toit
Name/Title:
Emile du Toit / Authorized Person
Date:
08/14/2026
VR Global Partners, L.P.
Signature:
/s/ Emile du Toit
Name/Title:
Emile du Toit / Authorized Person of VR Advisory Services Ltd, its general partner
