AZUL S A SEC Filings

Azul S.A. is updating investors on the handling of subscription warrants tied to its Chapter 11 restructuring plan. The company has asked B3 to cancel warrants credited to restricted investors and all warrants created from exercising rights acquired in the secondary market.

Azul will reimburse amounts paid to exercise or acquire these disregarded rights directly, using a single request channel via bs@voeazul.com.br. Investors must email identification details, the number of affected rights, proof of payment, trade information, and bank account data so their reimbursement requests can be evaluated and processed.

Azul S.A. confirms the final issuance of three series of subscription warrants linked to its Chapter 11 Plan and sets their start of trading for April 20, 2026. The Board of Directors ratified the total quantities of Series 1, 2 and 3 warrants after verifying shareholders’ preemptive right exercises.

Certain investors subject to the Chapter 11 Plan were not allowed to exercise or trade related preemptive rights; these rights were disregarded. Azul has asked B3 to cancel warrants credited under restricted exercises and to reimburse related amounts, with credits due by April 17, 2026. Investors who bought affected rights in the secondary market may request reimbursement by emailing the company with transaction details.

Azul S.A. reports that shareholders approved a reverse split of its common shares at a ratio of 150,000 existing shares into one new common share. The reverse split becomes effective for trading on the B3 on April 20, 2026, when the shares will trade under the new ticker AZUL3.

In connection with this, the company will change its ADS-to-share ratio so that one ADS will represent the right to receive two common shares, and holders will receive 0.666666 of a new ADS for each existing ADS as of the close of business on April 20, 2026. The ADS ratio change is expected to become effective on April 23, 2026, with only whole ADSs issued and cash paid for fractional entitlements.

The filing also describes the treatment of various restricted ADS classes issued under the company’s Chapter 11 plan of reorganization and confirms that all Regulation S restricted ADSs will be mandatorily exchanged into unrestricted ADSs effective April 16, 2026. Azul states that effectiveness of the reverse split and ADS ratio change are pre-conditions to seeking a listing of its common shares and ADSs on NYSE American, subject to that exchange’s approval and applicable listing requirements.

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.

Azul S.A., the largest airline in Brazil by cities served, announced a management transition. Company founder Alexandre Wagner Malfitani resigned as Chief Financial Officer and Investor Relations Officer, effective April 20, 2026.

The Board plans to appoint Antonio Carlos Garcia as Vice-President, Chief Financial Officer and Investor Relations Officer, effective the same date, subject to Board approval. Garcia previously held senior finance and investor relations roles at Embraer and served as global CFO of a ThyssenKrupp business unit. Malfitani and Garcia will run a transition process starting April 20.

Azul S.A. convenes an all‑virtual annual general meeting on April 30, 2026 to approve 2025 financial statements, allocate results, and set 2026 management compensation. Shareholders may attend via digital platform or vote through a remote ballot or ADS voting instructions.

For 2025, Azul reports net income of BRL 124.9 million, which will fully offset part of large accumulated losses, reducing the loss balance to about BRL 34.7 billion. No dividends or interest on equity will be paid because the profit is entirely absorbed by past losses.

Management proposes ordinary cash compensation for directors, the Strategy Committee and executive officers of about BRL 39.1 million for 2026, plus substantial equity incentives under a 2026 restricted share and option plan covering up to 7% of share capital. The estimated accounting expense for these grants brings total proposed global compensation to roughly BRL 299.0 million, to be settled in treasury shares or new shares rather than cash.

Shareholders holding at least 2% of common shares may request installation of a Fiscal Council, although the board argues existing Strategy and Audit Committees already cover oversight and that a Fiscal Council would add cost without extra benefit.

Azul S.A. director David Neeleman received a stock option that vested immediately and was exercisable at a nominal price of R$1.00 per share. He exercised the option and received common shares (the “Relevant Shares”), then immediately disposed of all of those shares as a bona fide gift for nil consideration, representing 0.33% of Azul’s common shares outstanding on that date.

Shareholders approved a 150,000 to 1 reverse share split, expected to be effective as of April 20, 2026. After this reverse split, the Relevant Shares are expected to equal 1,216,241 common shares. Following these transactions, Neeleman directly holds 25,958,221 common shares and indirectly holds 390,218 common shares through Saleb II Founder 1 LLC, which he wholly owns and controls.

Azul S.A. reports record 4Q25 results and completion of a comprehensive Chapter 11 restructuring. Total operating revenue reached R$5.8 billion, up 4.6% year over year, while EBITDA rose to an all‑time high of R$2.1 billion with a 36.9% margin.

Operating income grew to R$1.4 billion with a 24.5% margin, but the quarter still showed a net loss of R$1.7 billion. Full‑year 2025 net loss narrowed sharply to R$224.7 million from R$8.1 billion in 2024, helped by a 66.9% improvement in net financial results.

Through the restructuring, Azul reduced loans and financing by about R$6.7 billion and aircraft lease liabilities by more than R$9.8 billion versus 2024 and targets net leverage below 2.5x after emergence, compared with 4.8x at 4Q25. It also issued US$1.375 billion in Senior Notes and US$850 million in equity, with an additional US$100 million expected after regulatory approval, and ended 4Q25 with immediate liquidity of R$3.7 billion, or 17.1% of last twelve months’ revenue.

Azul S.A. outlines its outlook for 2026 following the completion of its Chapter 11 restructuring, emphasizing a stronger capital structure and lower structural costs. The company expects annual interest expenses in 2026 to be more than 50% lower than pre-restructuring projections, reflecting renegotiated and simplified debt.

Azul also projects a reduction of approximately one third in recurring aircraft leasing expenses versus pre-restructuring estimates. Together, these changes are expected to generate about R$ 2.2 billion in recurring annual savings, supporting more predictable cash flow and long-term deleveraging.

In line with its restructuring business plan, Azul plans a disciplined capacity strategy, including a 1% reduction in domestic capacity in 2Q26 year-over-year to prioritize profitability and cash generation. The company has discontinued prior projections in other materials and reiterates that all outlooks are subject to market, regulatory, and competitive uncertainties.