Azul S A SEC Filings

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 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.

Azul S.A. reports that, together with B3, it has decided to suspend the previously announced process to cancel common share subscription warrants approved by its Board of Directors. The company says this was done in good faith, considering restrictions under its court-approved Chapter 11 Plan and the interests of investors and other stakeholders.

Azul is now evaluating with B3 how to proceed and will provide a further update in due course. Until a decision is reached, the start of trading of the subscription warrants on B3 will remain temporarily suspended to preserve investor rights and avoid harm to market participants.

Azul S.A. reports that, together with B3, it has decided to suspend the previously announced process to cancel common share subscription warrants approved by its Board of Directors. The company says this was done in good faith, considering restrictions under its court-approved Chapter 11 Plan and the interests of investors and other stakeholders.

Azul is now evaluating with B3 how to proceed and will provide a further update in due course. Until a decision is reached, the start of trading of the subscription warrants on B3 will remain temporarily suspended to preserve investor rights and avoid harm to market participants.

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. 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. 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. 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., 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. 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. 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 SA filed an initial insider ownership report for John S. Slattery, who serves as an officer titled "Member of Strategy Committee." This Form 3 does not list any buy, sell, or other share transactions, indicating that only his insider status and role are being recorded.

AZUL SA filed an initial insider ownership report for John S. Slattery, who serves as an officer titled "Member of Strategy Committee." This Form 3 does not list any buy, sell, or other share transactions, indicating that only his insider status and role are being recorded.

AZUL SA filed an initial insider ownership report for Jon Zinman, who serves as an officer and Member of the Strategy Committee. This Form 3 does not list any common stock or derivative holdings and shows no reported insider transactions at this time.

AZUL SA filed an initial insider ownership report for Jon Zinman, who serves as an officer and Member of the Strategy Committee. This Form 3 does not list any common stock or derivative holdings and shows no reported insider transactions at this time.