Azul S.A. SEC Filings

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., 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.

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.

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. 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.

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.

Azul S.A. reports that its subsidiary Azul Secured Finance LLP has launched a private offering of senior secured notes due 2031 as exit financing under its Chapter 11 restructuring plan. The company intends to use the proceeds primarily to repay its DIP (debtor-in-possession) financing and, if any funds remain, to support implementation of its long-term capital restructuring and liquidity initiatives.

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 related brands, domains, intellectual property and certain subsidiary equity interests. The transaction remains subject to market and other conditions, and there is no assurance it will be completed.

Azul also discloses updated credit assessments: Moody’s assigned a B2 Corporate Family Rating and a B2 rating to the exit financing securities, with a stable outlook, while Fitch assigned an expected B- rating to Azul and the exit financing, also with a stable outlook to be finalized upon completion of the Chapter 11 process. The company states it is progressing in line with its Chapter 11 plan timeline and emphasizes continued focus on transparency, operational regularity and predictability for stakeholders.

Azul S.A. reports a sharp turnaround for the nine-month period ended September 30, 2025, posting net profit of R$1,755.2 million versus a net loss of R$4,738.7 million a year earlier. Total revenues grew 15.0% to R$16,073.8 million, led by a 14.7% increase in passenger revenue and higher international capacity.

Operating profit slipped to R$2,118.3 million from R$2,269.1 million as operating expenses rose 19.2%, driven by airport fees, other expenses and higher depreciation. The earnings swing was mainly due to financial results, including a foreign exchange gain of R$5,448.6 million and stronger derivative gains.

Liquidity remains tight. Total cash was R$1,765.5 million versus R$2,322.4 million at December 31, 2024, with net cash used in operating activities of R$1,458.4 million. Loans and financing rose to R$20,326.0 million, lease liabilities to R$16,989.3 million, and the company is operating under Chapter 11 protection while servicing high foreign-currency debt.

Azul S.A. presents an updated business plan that continues to project emergence from Chapter 11 as a healthier airline, with less overall debt, lower lease liabilities and aircraft lease payments, and considerably lower leverage. The plan incorporates agreements with OEMs that improve the fleet delivery schedule, better commercial terms with local banks, actual results through November 2025, and the settlement with the Unsecured Creditors Committee, and it continues to estimate pro forma net leverage of 2.5x at emergence.

The company also secured an incremental US$100 million investment from certain creditors and stakeholders, which, together with a firm subscription commitment of US$650 million and US$200 million from strategic investors, increases planned investments for emergence from US$850 million to US$950 million. Azul outlines an alternative stakeholder-backed structure using instruments such as warrants to allow emergence before regulatory approvals for strategic equity investments, with such warrants exercisable only after approvals, and reports that implementation of Chapter 11 plan steps is advancing in line with the expected timeline.

Azul S.A. presents an updated business plan that continues to project emergence from Chapter 11 as a healthier airline, with less overall debt, lower lease liabilities and aircraft lease payments, and considerably lower leverage. The plan incorporates agreements with OEMs that improve the fleet delivery schedule, better commercial terms with local banks, actual results through November 2025, and the settlement with the Unsecured Creditors Committee, and it continues to estimate pro forma net leverage of 2.5x at emergence.

The company also secured an incremental US$100 million investment from certain creditors and stakeholders, which, together with a firm subscription commitment of US$650 million and US$200 million from strategic investors, increases planned investments for emergence from US$850 million to US$950 million. Azul outlines an alternative stakeholder-backed structure using instruments such as warrants to allow emergence before regulatory approvals for strategic equity investments, with such warrants exercisable only after approvals, and reports that implementation of Chapter 11 plan steps is advancing in line with the expected timeline.