Azul S.A. SEC Filings

Azul S.A. reports the closing of a large primary public offering of common and preferred shares that raised R$7,441,550,992.27, based on the issuance of 723,861,340,715 new common shares at R$0.00013527 each and 723,861,340,715 new preferred shares at R$0.01014509 each. Following this capital increase, total capital amounts to R$14,573,410,376.61, represented by 1,450,747,686,304 shares, split between 725,990,305,836 common shares and 724,757,380,468 preferred shares.

Subscribers also received 1 subscription warrant for each common and preferred share, with the exercise period ending on January 12, 2026 and ratification of the related capital increase scheduled for a Board meeting on January 14, 2026. On January 12, 2026, holders approved the conversion of all preferred shares into common shares at a ratio of 75 common for each preferred, so capital is now represented by 55,082,793,840,936 common shares only, and preferred shares will stop trading on B3 as of January 13, 2026. The company states it is implementing its Chapter 11 plan in line with the expected timeline and established guidelines.

Azul S.A. reports that its board of directors approved a primary public equity offering in Brazil of 723,861,340,715 new common shares and 723,861,340,715 new preferred shares. The shares are priced at R$ 0.00013527 per common share and R$ 0.01014509 per preferred share, for total gross proceeds of R$ 7,441,550,992.27.

The transaction is an integral part of Azul’s restructuring plan under Chapter 11 of the U.S. Bankruptcy Code and is intended to capitalize certain company indebtedness, including mandatory equitization of senior secured notes, through the issuance of equity. Existing shareholders in Brazil were granted priority rights to subscribe on a pro rata basis, while ADR holders are excluded from the priority offer and may only participate directly in Brazilian shares if they qualify as professional investors.

The shares, ADRs and subscription warrants related to this transaction are being offered in Brazil and privately placed outside Brazil under exemptions from U.S. registration, and are not registered under the U.S. Securities Act or other U.S. securities laws.

Azul S.A. reported preliminary, unaudited consolidated figures for November 2025 while it continues its previously announced Chapter 11 restructuring in the United States. For the period from November 1 to November 30, 2025, total operating revenue was R$ 1,817.4 million, adjusted EBITDA was R$ 621.8 million with an adjusted EBITDA margin of 34.2%, and operating income was R$ 392.1 million with an operating margin of 21.6%, all adjusted for non-recurring restructuring items.

At the end of the period, cash, cash equivalents and short-term investments totaled R$ 1,348.31 million, and accounts receivable were R$ 3,749.38 million. Azul is providing these monthly operating reports to the U.S. Bankruptcy Court for the Southern District of New York and sharing the same information with the market to maintain transparency throughout its restructuring. The company reiterates that it will continue to publish audited annual and reviewed quarterly financial statements under CVM and SEC rules.

Azul S.A. reports that its board of directors approved the launch of a primary public offering of newly issued common and preferred shares in Brazil. This share offering is part of Azul’s restructuring plan under Chapter 11 of the U.S. Bankruptcy Code and is intended to implement the mandatory capitalization of certain company indebtedness, including the equitization of senior secured notes, through the issuance of equity.

The transaction will be conducted under Brazil’s automatic registration procedure and will consist exclusively of newly issued shares. Existing shareholders will receive priority rights to subscribe on a pro rata basis, with any remaining shares potentially allocated to professional investors in Brazil. In parallel, there will be a private placement of shares in the form of ADRs and warrants abroad to certain creditor entities acting for the benefit of noteholders, in transactions relying on exemptions from U.S. registration requirements.

The offering is not being made to current ADR holders as such, who cannot participate in the priority rights and may only invest directly in Brazilian shares if they qualify as professional investors. The shares, ADRs and warrants involved in this process are not registered under the U.S. Securities Act and are subject to transfer restrictions, while Azul states it will keep shareholders informed of the progress of the offering through regulatory and investor relations channels.

Azul S.A. is registering up to 1,500,000,000 American Depositary Shares (ADSs) to be issued under a new deposit agreement with Citibank, N.A. as depositary. Each ADS represents one Share Unit, and each Share Unit represents the right to receive 50,000 Azul S.A. common shares, allowing investors to hold interests in the Brazilian airline through ADSs.

The registration fee table lists a proposed maximum aggregate offering price of $75,000,000, based on a price of $5.00 per ADS Unit, with each ADS Unit representing 100 ADSs and a corresponding SEC registration fee of $10,357.50. The filing also outlines how dividends, voting, fees, and other ADS holder rights will be handled through the deposit agreement and the related American Depositary Receipts.

Azul S.A. reports that a New York court has approved its U.S. Chapter 11 reorganization plan after overwhelming creditor support, marking a major milestone in its effort to restructure heavy debt accumulated in recent years. The company is using this court‑supervised process to reorganize its liabilities while continuing operations and aims to eliminate more than US$ 2.0 billion in financial debt, renegotiate leases and optimize its fleet.

Under the plan, the equitization of 1L and 2L notes is expected to leave 1L noteholders with 97% of the company’s share capital and 2L noteholders with 3%, so current shareholders who do not exercise their preemptive rights will face significant dilution. The plan also provides for a management incentive program of up to 7% of fully diluted equity, GUC subscription warrants that may represent up to 5.5% on a fully diluted basis for certain unsecured creditors, public offerings of new shares and the conversion of preferred into common shares, with the post‑restructuring structure expected to have no controlling shareholder and governance defined in new bylaws.

Azul S.A. reported preliminary and unaudited October 2025 results while progressing through its Chapter 11 restructuring in the United States. For the period from October 1 to October 31, 2025, the company recorded total operating revenue of R$ 1,900.6 million, adjusted EBITDA of R$ 716.4 million and an adjusted EBITDA margin of 37.7%, reflecting restructuring-related adjustments. Operating income was R$ 484.4 million, with an operating margin of 25.5%.

Azul also reported a cash, cash equivalents and short-term investments balance of R$ 1,848.57 million and accounts receivable of R$ 2,817.40 million for October 2025. The company is submitting monthly operating reports with the U.S. Bankruptcy Court for the Southern District of New York and intends to issue a press release with each report, while continuing to publish quarterly reviewed and annual audited financial statements under CVM and SEC rules.

Azul S.A. reports Q3 2025 interim results showing stronger operations but very fragile finances while it restructures under Chapter 11 in the United States. Consolidated revenue reached R$16.07 billion for the first nine months of 2025, up from R$13.98 billion a year earlier, and profit for the period was R$1.76 billion versus a large loss previously. Operating profit for the nine months was R$2.12 billion, supported by higher passenger revenue and gross profit.

Despite this, the balance sheet remains highly stressed. As of September 30, 2025, current liabilities exceeded current assets by R$19.53 billion, shareholders’ equity was negative R$27.41 billion, and consolidated operating activities used R$1.46 billion of cash. The auditor highlights a material uncertainty about Azul’s ability to continue as a going concern.

Azul filed for Chapter 11 on May 28, 2025, agreed restructuring support with major creditors and partners, and arranged about US$1.6 billion in DIP financing, drawing roughly R$7.55 billion so far. The company converted R$1.61 billion of 2L senior notes into preferred shares, renegotiated debentures out to 2031, and is revising aircraft leases. Its ADSs were suspended and are being delisted from the NYSE, though trading continues on B3.