Azul S.A. Schedule 13G: Thomas A. Wagner III and Ara D. Cohen report shared beneficial ownership of 4,063,104,500,000 Common Shares, representing approximately 7.4% of outstanding Common Shares. This total reflects 8,126,209 ADS (each ADS = 500,000 Common Shares) managed by their advisers plus warrants exercisable for 28,655,000,000 Common Shares which are exercisable within sixty days.
Shares issued and outstanding were reported as 54,730,851,778,811 Common Shares as of February 19, 2026. The Reporting Persons state shared voting and dispositive power over the aggregate amount through the Advisers.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed; voting/control is shared via adviser-managed ADSs and warrants.
The filing shows the Reporting Persons may be deemed to beneficially own 4,063,104,500,000 Common Shares (about 7.4%) through adviser-managed ADSs and warrants exercisable within sixty days. The ADS ratio is one ADS to 500,000 Common Shares, which explains the large nominal share counts.
Key dependencies include the advisers' management role and the timing of warrant exercises. Future filings could clarify whether holdings are passive under Schedule 13G or become active under Schedule 13D if strategies change.
Key Figures
Beneficial ownership reported:4,063,104,500,000 Common SharesPercent of class:7.4%ADS count:8,126,209 ADS+3 more
6 metrics
Beneficial ownership reported4,063,104,500,000 Common SharesAggregate amount including ADSs and warrants
Percent of class7.4%Based on shares outstanding as of February 19, 2026
ADS count8,126,209 ADSEach ADS represents 500,000 Common Shares
Warrants exercisable28,655,000,000 Common SharesWarrants exercisable within sixty days
Shares outstanding54,730,851,778,811 Common SharesReported as issued and outstanding as of February 19, 2026
Shared voting/dispositive power4,063,104,500,000 sharesReported shared power via adviser-managed holdings
Key Terms
ADS, Warrants, Shared Dispositive Power, Beneficially own
4 terms
ADSmarket
"each representing five hundred thousand Common Shares"
Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.
Warrantsfinancial
"warrants exercisable for 28,655,000,000 Common Shares"
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.
Shared Dispositive Powerregulatory
"Shared Dispositive Power 4,063,104,500,000.00"
Beneficially ownregulatory
"may be deemed to indirectly beneficially own the securities reported"
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.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AZUL SA
(Name of Issuer)
Common Shares without par value; the CUSIP relates to American Depository Shares, each representing five hundred thousand Common Shares.
(Title of Class of Securities)
05501U932
(CUSIP Number)
02/20/2026
(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):
05501U932
1
Names of Reporting Persons
Thomas A. Wagner III
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
0.00
6
Shared Voting Power
4,063,104,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,063,104,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,063,104,500,000.00
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)
7.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: CUSIP number 05501U403 reported on the cover page above and in Item 2(e) below applies to the unrestricted class of the Issuer's (as defined below) American Depository Shares ("ADSs"). The Reporting Persons (as defined below) also beneficially own the Issuer's restricted ADSs, CUSIP number 05501U601. The ADSs are managed by Knighthead Capital Management, LLC ("KCM") and Knighthead Opportunities Capital Management, LLC ("KOCM" and, together with KCM, the "Advisers"), of which the Reporting Persons are managing partners, each entity individually beneficially owning less than 5% of the Issuer shares.
SCHEDULE 13G
CUSIP Number(s):
05501U932
1
Names of Reporting Persons
Ara D. Cohen
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
0.00
6
Shared Voting Power
4,063,104,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,063,104,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,063,104,500,000.00
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)
7.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: CUSIP number 05501U403 reported on the cover page above and in Item 2(e) below applies to the unrestricted class of the Issuer's (as defined below) American Depository Shares ("ADSs"). The Reporting Persons (as defined below) also beneficially own the Issuer's restricted ADSs, CUSIP number 05501U601. The ADSs are managed by the Advisers, of which the Reporting Persons are managing partners, each individually beneficially owning less than 5% of the Issuer shares.
This Schedule 13G is being jointly filed by Mr. Wagner and Mr. Cohen (collectively, the "Reporting Persons") with respect to the Shares of the above-named Issuer. Such owned Shares include warrants exercisable for Shares as well as ADSs representing Shares. The Reporting Persons are the managing partners of the Advisers, and may be deemed to indirectly beneficially own the securities reported.
(b)
Address or principal business office or, if none, residence:
The address for the Reporting Persons is 320 Park Avenue, Floor 28 New York, NY 10022
(c)
Citizenship:
United States
(d)
Title of class of securities:
Common Shares without par value; the CUSIP relates to American Depository Shares, each representing five hundred thousand Common Shares.
(e)
CUSIP Number(s):
05501U932
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:
8,126,209 ADS, each representing five hundred thousand Common Shares ("Common Shares") of Azul S.A. (the "Issuer") reported as beneficially owned herein are managed by the Advisers, of which the Reporting Persons are managing partners, representing a total of 4,034,449,500,000 Common Shares. In addition to the ADSs, the Reporting Persons were awarded warrants exercisable for 28,655,000,000 Common Shares of the Issuer, which are exercisable within sixty days (the "Warrants"). Therefore, the Reporting Persons may be deemed to exercise shared voting and dispositive power over an aggregate of 4,063,104,500,000 Common Shares.
(b)
Percent of class:
As of the date hereof, each Reporting Person may be deemed to beneficially own 4,063,104,500,000 Common Shares of the Issuer, representing approximately 7.4% of the Common Shares outstanding.
The above percentage is based on 54,730,851,778,811 Common Shares reported as issued and outstanding as of February 19, 2026 in the Issuer's Form 6-K filed with the Securities and Exchange Commission on February 20, 2026 and giving effect to the Warrants.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0.00
(ii) Shared power to vote or to direct the vote:
4,063,104,500,000
(iii) Sole power to dispose or to direct the disposition of:
0.00
(iv) Shared power to dispose or to direct the disposition of:
4,063,104,500,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
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.
They report beneficial ownership of 4,063,104,500,000 Common Shares, about 7.4%. This combines 8,126,209 ADS (each ADS = 500,000 shares) managed by their advisers and warrants exercisable for 28,655,000,000 shares.
How many ADS does the filing list for AZLUD and what is the ADS ratio?
The filing lists 8,126,209 ADS, each representing 500,000 Common Shares. That ADS ratio produces the large underlying Common Share count disclosed as managed by the Advisers.
Do the Reporting Persons control votes for these AZLUD shares?
The filing states the Reporting Persons have shared voting and dispositive power over 4,063,104,500,000 Common Shares through the advisers. Sole voting and dispositive power are reported as 0.00.
Are there warrants included in the AZLUD ownership total?
Yes. The Reporting Persons include warrants exercisable for 28,655,000,000 Common Shares, which are described as exercisable within sixty days and are part of the aggregate beneficial ownership figure.
What is the total outstanding AZLUD share count used to compute the percentage?
The percentage is based on 54,730,851,778,811 Common Shares issued and outstanding as of February 19, 2026, per the referenced Form 6-K filing dated February 20, 2026.
