AZUL S A SEC Filings

Azul S.A. reports sharply improved first-quarter 2026 results as it completes its Chapter 11 reorganization and overhauls its balance sheet. Total loans and financing dropped from R$23.1 billion as of December 31, 2025 to R$9.7 billion as of March 31, 2026 after converting first- and second-lien debt into equity, issuing US$1.375 billion of 9.875% Exit Notes due 2031, and repaying its DIP financing.

Operating profit rose 32.2% to R$1.96 billion on higher yields and lower unit costs, while net profit jumped to R$6.02 billion, driven largely by a R$7.52 billion non-cash deferred tax asset and reorganization-related gains. Total cash reached R$2.09 billion, up 105.2% from year-end 2025, supported by a R$5.0 billion equity rights offering, although cash from operations remained modestly negative.

AZUL SA director David Neeleman reported several equity changes tied to stock options and a recent reverse share split. On June 1, 2026, he exercised stock options to acquire a total of 2,469,338 common shares at an exercise price of R$1.00 per share, resulting in direct ownership of 2,469,511 common shares. A new stock option covering 36,856 common shares, with a nominal exercise price of R$1.00, was also granted and vested immediately.

Footnotes explain that a 150,000‑to‑1 reverse share split effective on April 23, 2026 reduced his previously reported direct holdings from 25,958,221 common shares to 173, and his indirect holdings via Saleb II Founder 1 LLC from 390,218 to 2 common shares. Saleb II Founder 1 LLC is wholly owned and controlled by Neeleman.

AZUL SA director David Neeleman reported several equity changes tied to stock options and a recent reverse share split. On June 1, 2026, he exercised stock options to acquire a total of 2,469,338 common shares at an exercise price of R$1.00 per share, resulting in direct ownership of 2,469,511 common shares. A new stock option covering 36,856 common shares, with a nominal exercise price of R$1.00, was also granted and vested immediately.

Footnotes explain that a 150,000‑to‑1 reverse share split effective on April 23, 2026 reduced his previously reported direct holdings from 25,958,221 common shares to 173, and his indirect holdings via Saleb II Founder 1 LLC from 390,218 to 2 common shares. Saleb II Founder 1 LLC is wholly owned and controlled by Neeleman.

Azul S.A. announced that its common shares and American depositary shares (ADSs), each representing two common shares, have been approved for listing on NYSE American. Subject to listing conditions, trading of the ADSs on NYSE American under the ticker "AZUL" is expected to begin on June 1, 2026, at market open.

Once this occurs, prices for the ADSs will no longer be quoted on OTC Markets. Azul’s common shares will continue to trade on Brazil’s B3 under the symbol AZUL3, and existing holders of common shares or ADSs are not required to take any action. The CEO described the NYSE American listing as an important milestone following the company’s restructuring and indicated Azul is on track to seek an uplisting to the New York Stock Exchange in early July 2026.

Azul S.A. announced that its common shares and American depositary shares (ADSs), each representing two common shares, have been approved for listing on NYSE American. Subject to listing conditions, trading of the ADSs on NYSE American under the ticker "AZUL" is expected to begin on June 1, 2026, at market open.

Once this occurs, prices for the ADSs will no longer be quoted on OTC Markets. Azul’s common shares will continue to trade on Brazil’s B3 under the symbol AZUL3, and existing holders of common shares or ADSs are not required to take any action. The CEO described the NYSE American listing as an important milestone following the company’s restructuring and indicated Azul is on track to seek an uplisting to the New York Stock Exchange in early July 2026.

Azul S.A. is correcting earlier warrant allocations tied to its Chapter 11 restructuring by issuing up to 6,929,564 new Additional Warrants so it can fully deliver subscription warrants owed to American Airlines, United Airlines and other former creditors.

Because a prior reverse share split made each group of 150,000 warrants exercisable for one common share, B3 will trade the three warrant series in baskets of 150,000 each. The new Additional Warrants match the Additional Investment Subscription Warrants’ terms.

Each Additional Warrant has a subscription price of R$ 0.000001 and an exercise price of US$3.14082431894516, and can be exercised for one year from delivery. Shareholders not subject to the Chapter 11 Plan, and on record as of May 26, 2026, may exercise preemptive rights to subscribe between May 27 and June 26, 2026, subject to a minimum Acquisition Price of R$0.01 per investor.

Azul S.A. reports unaudited Q1 2026 results showing a major balance sheet restructuring after emerging from Chapter 11. Total revenue reached R$5.47 billion versus R$5.39 billion a year earlier, with operating profit rising to R$1.96 billion from R$1.48 billion, helped by a R$1.59 billion breakage gain related to Chapter 11.

The quarter includes large financial impacts from the reorganization. Debt-to-equity conversions, an Equity Rights Offering and new Exit Notes cut loans and financing from R$23.06 billion to R$9.71 billion and reduced leases. Recognition of R$7.52 billion in deferred tax assets turned a pre-tax loss into net profit of R$6.02 billion. Equity improved from a deficit of R$(29.04) billion to R$(3.77) billion, and the net working capital shortfall narrowed. Cash and cash equivalents increased to R$2.09 billion, supported by capital raises, though net cash from operations remained slightly negative. The company also completed a 150,000-to-1 reverse stock split and unified share classes, and confirmed new CFO Antônio Carlos Garcia.

Azul S.A. reports unaudited Q1 2026 results showing a major balance sheet restructuring after emerging from Chapter 11. Total revenue reached R$5.47 billion versus R$5.39 billion a year earlier, with operating profit rising to R$1.96 billion from R$1.48 billion, helped by a R$1.59 billion breakage gain related to Chapter 11.

The quarter includes large financial impacts from the reorganization. Debt-to-equity conversions, an Equity Rights Offering and new Exit Notes cut loans and financing from R$23.06 billion to R$9.71 billion and reduced leases. Recognition of R$7.52 billion in deferred tax assets turned a pre-tax loss into net profit of R$6.02 billion. Equity improved from a deficit of R$(29.04) billion to R$(3.77) billion, and the net working capital shortfall narrowed. Cash and cash equivalents increased to R$2.09 billion, supported by capital raises, though net cash from operations remained slightly negative. The company also completed a 150,000-to-1 reverse stock split and unified share classes, and confirmed new CFO Antônio Carlos Garcia.

Azul S.A. reported changes to its Statutory Audit Committee. Following the resignation of independent member James Jason Grant, the board appointed Sérgio Eraldo de Salles Pinto as an independent member, effective May 5, 2026, with a term running through May 2, 2027.

The board also determined that Sérgio Eraldo de Salles Pinto and Gilberto de Almeida Peralta each qualify as an audit committee financial expert for purposes of U.S. and NYSE rules governing audit committee expertise.

Azul S.A. delivered a record first‑quarter 2026 performance with operating revenue of R$5.5 billion and EBITDA of R$1.7 billion. Revenue rose 1.4% year-over-year, while EBITDA grew 22.6% and the EBITDA margin improved to 31.1%. Operating income reached R$1.0 billion, lifting the operating margin to 19.1%.

Cost discipline was evident as CASK fell 5.7% to R$35.55 cents despite a 2.7% capacity reduction, helped by restructuring-driven efficiencies and lower fuel prices. Net result was R$1,421.6 million, and adjusted net result narrowed sharply to a loss of R$44.4 million from R$1,816.6 million.

Liquidity and leverage improved markedly. Immediate liquidity reached R$4.7 billion, up 98.6% versus 1Q25, while gross debt dropped 42.3% year-over-year to R$20.6 billion. Net debt to LTM EBITDA using available liquidity fell to 2.4x, reflecting the impact of the completed financial restructuring and capital raises.

Azul S.A. delivered a record first‑quarter 2026 performance with operating revenue of R$5.5 billion and EBITDA of R$1.7 billion. Revenue rose 1.4% year-over-year, while EBITDA grew 22.6% and the EBITDA margin improved to 31.1%. Operating income reached R$1.0 billion, lifting the operating margin to 19.1%.

Cost discipline was evident as CASK fell 5.7% to R$35.55 cents despite a 2.7% capacity reduction, helped by restructuring-driven efficiencies and lower fuel prices. Net result was R$1,421.6 million, and adjusted net result narrowed sharply to a loss of R$44.4 million from R$1,816.6 million.

Liquidity and leverage improved markedly. Immediate liquidity reached R$4.7 billion, up 98.6% versus 1Q25, while gross debt dropped 42.3% year-over-year to R$20.6 billion. Net debt to LTM EBITDA using available liquidity fell to 2.4x, reflecting the impact of the completed financial restructuring and capital raises.

Azul S.A. filed a Form F-1 prospectus to register the resale of up to 406,383,345 common shares (including ADSs). The registration covers (i) up to 363,576,097 shares from an Equity Rights Offering or held by selling holders, (ii) up to 40,374,766 shares issuable upon exercise of Warrants, and (iii) up to 2,432,482 shares issuable upon exercise of the Vested March 2026 Stock Options. The prospectus states the Company will receive no proceeds from these resale transactions and references the February 20, 2026 Chapter 11 Plan of Reorganization and related equity and warrant issuances.

Azul S.A. reports the results of its annual general meeting held on April 30, 2026 at 4:00 p.m. Brazil time. Shareholders approved each proposal presented by management with the required majorities, confirming the company’s agenda for the year.

Shareholders holding more than 2% of outstanding common shares requested installation of a fiscal council, but did not submit proposed members or alternates. As a result, no new fiscal council was formed, and the term of the existing fiscal council ended at the meeting’s conclusion, leaving the company without a fiscal council in place.

AZUL SA Chief Financial Officer Antonio Carlos Garcia filed a Form 3 as a reporting person of the company. The insider data for this filing shows no reported purchases, sales, exercises, gifts, or other share transactions, indicating this is an initial status disclosure without trading activity.

AZUL SA Chief Financial Officer Antonio Carlos Garcia filed a Form 3 as a reporting person of the company. The insider data for this filing shows no reported purchases, sales, exercises, gifts, or other share transactions, indicating this is an initial status disclosure without trading activity.