Azul S.A. SEC Filings

Azul S.A. has successfully completed its voluntary financial restructuring and emerged from Chapter 11 proceedings in the United States. The company reports a reduction of debt and lease obligations of approximately US$ 2.5 billion, aiming to strengthen its capital structure and increase liquidity.

Following a public share offering and a reverse stock split, Azul’s share capital is BRL 21,756,852,177.39, divided into 54,730,851,778,811 common shares with no par value. If three approved warrant series are fully exercised, total shares would rise to 62,176,565,360,734. The restructuring was implemented through agreements with major creditors, aircraft lessor AerCap and strategic investors United Airlines and American Airlines, positioning Azul for greater long-term stability and sustainable growth.

Azul S.A. held an extraordinary general meeting where all proposals were approved by holders of the requisite number of common shares, with shareholders representing about 84% of outstanding common shares present. The meeting elected a new board to serve unified two‑year terms starting on the date the Chapter 11 Plan is consummated, with all directors except CEO John Peter Rodgerson meeting Brazilian independence standards. An alternate director, Jeff Ogar, will only take office once conditions under the Chapter 11 Plan are satisfied, including approval by Brazilian antitrust authority CADE. Shareholders also approved new bylaws and a restricted share granting plan that becomes effective only upon consummation of the Chapter 11 Plan, allowing equity incentives of up to 7% of Azul’s fully diluted share capital, including 1% that vests immediately at effectiveness.

Azul S.A. reports that its board approved issuing subscription warrants as part of its Chapter 11 restructuring plan in the United States. The new warrants, if fully exercised, would allow subscriptions for up to 4,862,260,835,197 common shares linked to American Airlines, 1,231,164,424,677 shares for unsecured creditors, and 1,215,565,208,799 shares for United Airlines and certain creditors.

Existing shareholders have preemptive rights to subscribe to these warrants based on their current holdings, with a record date of February 20, 2026 and a 30-day subscription period starting February 23, 2026. Some shareholders subject to the Chapter 11 Plan, including certain noteholders whose claims were capitalized in January 2026, cannot exercise these rights. If eligible shareholders do not participate, their stakes may be diluted, with maximum potential dilution estimated at about 12.53%. The board also conditionally approved members of a new Strategy Committee, whose effectiveness depends on completion of the restructuring plan and certain regulatory approvals.

Azul S.A. reports that its board approved a primary public offering of 45,477,707,683,900 new common shares at R$0.000109656646388772000 per share, targeting total subscriptions of R$5.0 billion. This capital increase is part of Azul’s court-approved restructuring plan under Chapter 11 in the United States.

The company previously approved a 75-to-1 reverse split, which will be completed before settlement so the number of shares delivered, including baskets and lots, will be adjusted. After the capital increase and reflecting the reverse split, share capital is R$21,756,852,177.39, divided into 54,730,851,778,811 common shares.

The offering is conducted in Brazil under an automatic registration procedure and consists solely of newly issued shares. Existing shareholders receive priority subscription rights in Brazil, while certain committed investors and existing noteholders will participate via private placements. ADR holders are not entitled to priority rights and may only participate if they qualify as professional investors and invest directly in shares in Brazil. The shares and ADRs are not registered under the U.S. Securities Act, and transfers in the United States are restricted to exemptions.

Azul S.A., which is in Chapter 11 proceedings, has secured significant new equity commitments from strategic partners and creditors to support its court-approved reorganization plan. American Airlines and United Airlines have each committed US$100 million, for a total of US$200 million in new capital tied to Azul’s emergence from Chapter 11.

United’s investment will be made in the public equity offering expected to settle on February 20, 2026, while American’s will come through subscription of warrants, subject to conditions including approval by Brazilian antitrust authority CADE. Certain existing creditors agreed to an additional US$100 million equity investment via the same offering, and separate warrant agreements with United and these creditors could add up to approximately US$15 million and US$10 million more, respectively. The company notes that total potential dilution will remain within limits disclosed in the equity offering documents and may be significant for shareholders who do not exercise their rights.

Azul S.A. plans a primary public offering in Brazil of up to 3,410,828,076,292,500 new common shares, targeting an aggregate subscription price of up to R$5.01 billion (about US$953 million). These will be newly issued shares only, making this a capital-raising transaction.

The deal is a core element of Azul’s Chapter 11 restructuring plan and is meant both to bring in fresh cash and to convert debt from its DIP financing into equity. Existing shareholders receive priority rights to subscribe on a pro rata basis, but holders of ADRs cannot participate via ADRs and may only join if they qualify as professional investors and buy shares directly in Brazil. The transaction is subject to a planned 75‑to‑1 reverse split being approved and completed before settlement.

Flow Traders U.S. LLC has disclosed a significant passive stake in Azul SA. The firm reports beneficial ownership of 7,572 shares of Azul common stock, representing 8.45% of the class as of December 31, 2025. Flow Traders holds sole power to vote and to dispose of all these shares, with no shared voting or dispositive power.

The investor certifies that the position was acquired and is held in the ordinary course of business, and not for the purpose of changing or influencing control of Azul. The filing is signed by the firm’s Chief Compliance Officer, Kyle Jose.

Azul S.A. announced that its subsidiary Azul Secured Finance LLP has priced a private offering of US$1,375,000,000 aggregate principal amount of 9.875% senior secured notes due 2031. The notes are intended as exit financing to repay debtor-in-possession financing and support Azul’s Chapter 11 restructuring plan.

The notes will be guaranteed by several Azul subsidiaries and secured by first-priority liens over receivables from the TudoAzul loyalty program, Azul Viagens, Azul Cargo, related intellectual property, and subsidiary equity interests. The offering was oversubscribed by about 7.5 times and is expected to close on February 6, 2026, subject to customary conditions.

Azul S.A. reports that its subsidiary Azul Secured Finance LLP has launched a private offering of Senior Secured Notes due 2031 to provide exit financing for its Chapter 11 proceedings. The notes are meant to support a comprehensive restructuring plan aimed at optimizing the capital structure and increasing liquidity.

The notes will be guaranteed by Azul and several key subsidiaries and secured by first‑priority liens over receivables from Azul Fidelidade, Azul Viagens and Azul Cargo, as well as certain brands, domain names and other intellectual property. Net proceeds are intended mainly to repay the outstanding principal of Azul’s DIP facility, with any remainder for general corporate purposes. The transaction remains subject to market and other conditions, and there is no assurance the offering will be completed.