Azul S.A. disclosed that American Airlines Group Inc. and its wholly owned subsidiary, American Airlines, Inc., exercised warrants on October 20, 2026 to acquire 31,838,775 Common Shares for an aggregate exercise price of $100.0 million, paid using working capital.
American holds the shares of record, and AAG may be deemed to share beneficial ownership. The two reporting persons reported 7.9% of the class, based on 400,829,250 Common Shares outstanding immediately following the exercise. They intend to review their investment on a continuing basis and may acquire additional securities, retain or sell holdings, or discuss potential corporate actions; they state they have no current plans or proposals beyond the matters described.
Azul S.A. entered into a financing transaction of up to R$2.0 billion, covered by the Brazilian Federal Government through Agência Brasileira Gestora de Fundos Garantidores e Garantias S.A. (ABGF) and utilizing resources from the Export Guarantee Fund (FGE). Net proceeds will be used exclusively to pay for aviation fuel purchased for scheduled domestic operations.
Azul said the facility strengthens its liquidity position and provides additional financial flexibility in the current volatile fuel-price environment. The company described the financing as aligned with its long-term strategy and contemplated as part of its broader plan.
Azul S.A. (AZUL) reported that Brazil’s CADE unanimously approved American Airlines’ US$100 million investment in Azul, to be implemented through the exercise of 3,958,429,263,261 Series 1 subscription warrants (AZUL11) and 5,449,247 Series 4 subscription warrants (AZUL19). After the investment, American is expected to hold approximately 8% of Azul’s total and voting capital.
CADE’s tribunal approval is expected to be published over the coming days, including the Merger Control Agreement. Azul said certain commercial agreements between American and Azul, also subject of CADE approval, will be implemented afterward.
Azul S.A. (AZUL) executed a definitive loan agreement with the Brazilian Development Bank (BNDES) under the National Civil Aviation Fund (FNAC) program, providing access to up to R$2.66 billion in long-term financing. Azul drew the first tranche of approximately R$1.3 billion on September 29, 2026.
The remaining R$1.3 billion is expected to be available in 4Q26. As part of the transaction structure, Azul is prepaying an existing higher-cost obligation of approximately R$400 million. Azul said the financing further strengthens its liquidity position and supports its liability-management initiatives and long-term strategic plan.
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.