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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.
Azul S.A. received an updated Schedule 13G/A from Readystate Asset Management and related parties reporting a significant beneficial ownership position in its common shares (including ADS-equivalent holdings and certain warrant-conversion shares). Readystate Asset Management, LP, together with Readystate Master Fund, Ltd. and Readystate Strategic Opportunities Master Fund Ltd., may be deemed to beneficially own 39,637,319 common shares, representing 10.7% of Azul’s outstanding shares.
The percentage is based on 369,527,261 shares outstanding, including 368,557,924 shares outstanding as of July 1, 2026 and 969,337 shares issuable upon conversion of warrants held by Readystate affiliates. All reported voting and dispositive authority is shared, with no sole power reported for any of the Readystate entities or for individuals David Grossman and Ryan Garino, who may be deemed to indirectly beneficially own the same 39,637,319 shares while disclaiming beneficial ownership beyond their pecuniary interest.
Azul S.A. reported mixed results for 2Q26, with total operating revenue reaching a record R$4.98 billion, up 0.7% year-over-year, driven by higher fares and stronger unit revenues. Passenger revenue was broadly flat at R$4.56 billion, while cargo and other revenue grew 15.1% to R$418.1 million.
Capacity, measured by ASK, declined 10.6%, but yield rose 12.9% and RASK increased 12.7% to a record 43.41 R$ cents. However, fuel cost per liter jumped 61.8% and CASK climbed 26.0% to 44.80 R$ cents, pushing EBITDA down 55.4% to R$510.1 million and turning the operating result to a loss of R$159.1 million.
Net result swung to a R$1.04 billion loss versus a R$1.29 billion profit in 2Q25, though adjusted net loss narrowed on a year-to-date basis. Azul highlighted non-recurring restructuring items of R$359.4 million in the quarter and paid R$794.5 million in non-recurring cash outflows. Immediate liquidity stood at R$3.66 billion, and gross debt fell 37.8% year-over-year to R$21.42 billion, with net debt/EBITDA (LTM) using available liquidity improving to 3.0x.
Azul S.A. is removing its American Depositary Shares (ADSs) and common shares from listing on NYSE American LLC under Section 12(b) of the Exchange Act. This is a voluntary delisting following the listing of these securities on New York Stock Exchange LLC.
The listing of Azul’s ADSs and common shares on the New York Stock Exchange became effective on July 9, 2026, which was also the first trading day for the ADSs on that exchange under the symbol “AZUL”. Each ADS represents two common shares of Azul S.A.
Azul S.A., Brazil’s largest airline by cities served, plans to move its U.S. share listing from NYSE American to the New York Stock Exchange. Its American Depositary Shares, each representing two common shares, have been approved for listing on the NYSE, with trading under the ticker “AZUL” expected to begin on July 9, 2026, subject to listing conditions.
In connection with this transfer, Azul will voluntarily delist its ADSs and the underlying common shares from NYSE American and intends to file Form 25 to effect that delisting no earlier than July 16, 2026. The company states that moving to the NYSE should better serve shareholders and increase visibility with global institutional investors. Azul’s common shares will continue trading on Brazil’s B3 under the ticker “AZUL3”, and existing holders of shares and ADSs do not need to take any action.
AZUL SA reported that Technical Vice President Andre Goncalves da Cruz received a grant of 255,024 rights to acquire common shares under the company’s Restricted Shares Granting Plan. These restricted shares vest in three equal annual installments on May 5, 2027, May 5, 2028, and May 5, 2029, subject to continued service. Following this compensation award, his reported direct holdings total 255,024 common shares or rights. If the company lacks sufficient treasury shares at vesting, he must subscribe for all vested shares for a nominal total price of R$1.00.
AZUL SA executive Goncalves da Cruz Andre, the company’s Technical Vice President, has filed an initial Form 3 insider ownership report. The filing identifies him as an officer but does not report any insider share purchases, sales, or derivative transactions, and lists no holding entries.
AZUL SA director David Neeleman reported a compensation-related equity grant rather than an open-market trade. He received 1,294,735 rights to acquire common shares under the company’s Restricted Shares Granting Plan, recorded at a price of zero per share in the filing.
The Restricted Shares vest in three equal annual installments on May 5, 2027, May 5, 2028, and May 5, 2029, contingent on his continued service through each vesting date. If AZUL does not hold enough treasury shares at a vesting date, he must subscribe for all vested Restricted Shares for a nominal total price of R$1.00.
Following this grant, Neeleman directly holds 3,764,246 common shares and indirectly holds 2 common shares through Saleb II Founder 1 LLC, which he wholly owns and controls. The filing shows no open-market buying or selling activity.
AZUL SA reported that Strategy Committee member Jon Zinman received a grant of 980,860 rights to acquire common shares under the company’s Restricted Shares Granting Plan. These restricted shares vest over four years: about 40% vested immediately on the grant date, and roughly 20% will vest on each of May 5, 2027, May 5, 2028, and May 5, 2029, subject to his continued service. If AZUL does not have enough treasury shares at a vesting date, Zinman will be required to subscribe for all vested restricted shares for a nominal total price of R$1.00.
AZUL SA controller Mariano Ricardo Luiz Temer received a grant of 98,086 rights to acquire common shares as equity compensation. These Restricted Shares were awarded at no purchase price on the grant date and are part of the issuer's Restricted Shares Granting Plan.
The award vests in three equal annual installments on May 5, 2027, May 5, 2028 and May 5, 2029, and each installment requires his continued service through the applicable vesting date. After this grant, he holds 98,086 common shares or rights directly.
If AZUL SA does not have enough treasury shares when the awards vest, he will be required to subscribe for the vested Restricted Shares for a nominal total price of R$1.00, which keeps his effective acquisition cost essentially symbolic rather than reflecting an open-market purchase.