Statistiche di base
| LEI | 549300Z0MWZ57Q9RR205 |
| CIK | 1432364 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Azul S.A. - Depositary Receipt (Common Stock)
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| May 27, 2026 |
New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com May 27, 2026 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE American certifies its approval for listing and registration of the following securities of AZUL S.A., under the Exchange Act |
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| May 26, 2026 |
AZUL S.A., AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED AND OUTSTANDING UNDER THE TERMS OF THE DEPOSIT AGREEMENT, DATED AS OF JANUARY 5, 2026, AS AMENDED BY AMENDMENT NO. 1 TO DEPOSIT AGREEMENT, DATED AS OF FEBRUARY 11, 2026 Amendment No. 2 to Deposit Agreement Dated as of April 23, 2026 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 |
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| May 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AZUL S.A. (Exact name of registrant as specified in its charter) N/A (Translation of registrant’s name into English) FEDERATIVE REPUBLIC OF BRAZIL (Jurisdiction of Incorporation or Organization) Av |
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| May 26, 2026 |
azulform6-kxnyseamerica Material Fact May | 2026 1 Azul to List on NYSE American São Paulo, May 26, 2026 – Azul S. |
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| May 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939, Tamboré, Barue |
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| May 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baruer |
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| May 19, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Condomínio Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939 T |
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| May 19, 2026 |
Unaudited Interim Financial Statements Unaudited Interim Financial Statements 1Q2026 Azul S.A. Contents Statements of financial position 3 Statements of operations 5 Statements of comprehensive income 6 Statements of changes in equity 7 Statements of cash flows 8 Notes to the unaudited interim financial statements 9 2 AZUL S.A. Statements of financial position As of March 31, 2026 (Unaudited) and December 31, 2025 (In thousands of Braz |
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| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Barueri |
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| May 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baruer |
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| May 6, 2026 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) AZUL SA (Exact Name of Registrant as Specified in Its Charter) N/A (Translation of the Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Table 1: Newly Registered and Carry Forward Securities - Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Max |
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| May 6, 2026 |
AZUL S.A. Publicly-held Company CNPJ/MF No. 09.305.994/0001-29 NIRE 35.300.361.130 – CVM 24112 Exhibit 3.1 AZUL S.A. Publicly-held Company CNPJ/MF No. 09.305.994/0001-29 NIRE 35.300.361.130 – CVM 24112 BYLAWS Chapter I CORPORATE NAME, DURATION, REGISTERED OFFICE, PURPOSE AND JURISDICTION Article 1 - Azul S.A. ("Company") is a company, governed by these Bylaws and the applicable legislation, in particular Brazilian Law No. 6404, dated December 15, 1976, and its subsequent amendments ("Brazil |
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| May 6, 2026 |
Filed with the Securities and Exchange Commission on May 6, 2026. Filed with the Securities and Exchange Commission on May 6, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Azul S.A. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Federative Republic of Brazil 4512 Not applicab |
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| May 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Condomínio Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939 T |
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| April 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| April 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| April 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| April 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Condomínio Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939 |
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| April 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| April 3, 2026 |
Exhibit 4.11 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. AMENDMENT No. 14 TO THE A320 NEO PURCHASE AGREEMENT BETWEEN |
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| April 3, 2026 |
Exhibit 13.1 Azul S.A. Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Azul S.A. (the “company”) is filing with the U.S. Securities and Exchange Commission, on the date hereof, its annual report on Form 20-F for the fiscal year ended December 31, 2025 (the “Report”). Pursuant to Exchange Act Rules 13a - 14(b) or 15d - 14(b) and |
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| April 3, 2026 |
Exhibit 4.27 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREE |
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| April 3, 2026 |
Exhibit 4.8 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. AMENDMENT N°11 TO THE A320 NEO PURCHASE AGREEMENT BETWEEN AIR |
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| April 3, 2026 |
Exhibit 4.6 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. AMENDMENT N° 9 TO THE A320 NEO PURCHASE AGREEMENT BETWEEN AIR |
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| April 3, 2026 |
AMENDMENT No.5 TO THE A330 NEO PURCHASE AGREEMENT AIRBUS S.A.S. AZUL FINANCE LLC Exhibit 4.18 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. AMENDMENT No.5 TO THE A330 NEO PURCHASE AGREEMENT BETWEEN AI |
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| April 3, 2026 |
Exhibit 4.24 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), |
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| April 3, 2026 |
Exhibit 2.3 AZUL SECURED FINANCE LLP as Issuer, THE GUARANTORS PARTY HERETO UMB BANK, NATIONAL ASSOCIATION as Trustee, Registrar, Transfer Agent, Paying Agent and U.S. Collateral Agent and LUMEN TRUST LTDA. as Brazilian Collateral Agent INDENTURE Dated as of February 6, 2026 9.875% Senior Secured Notes due 2031 TABLE OF CONTENTS Page Section 1.01. Definitions. 1 Section 1.02. Rules of Construction |
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| April 3, 2026 |
Exhibit 13.2 Azul S.A. Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Azul S.A. (the “company”) is filing with the U.S. Securities and Exchange Commission, on the date hereof, its annual report on Form 20-F for the fiscal year ended December 31, 2025 (the “Report”). Pursuant to Exchange Act Rules 13a - 14(b) or 15d - 14(b) and |
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| April 3, 2026 |
EBITDAR-LINKED CONTINGENT VALUE RIGHT AGREEMENT Exhibit 4.25 EBITDAR-LINKED CONTINGENT VALUE RIGHT AGREEMENT This EBITDAR-LINKED CONTINGENT VALUE RIGHT AGREEMENT, dated as of February 19, 2026 (as amended and supplemented from time to time, the “Agreement”), is entered into by and between Azul, S.A. (the “Issuer”), and the Qualifying Holder (as defined below). WITNESSETH: WHEREAS, on May 28, 2025, the Issuer and its direct and indirect subsidia |
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| April 3, 2026 |
AGREEMENT FOR THE SUPPLY OF PETROLEUM-DERIVED AVIATION PRODUCTS Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
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| April 3, 2026 |
Exhibit 4.4 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. AMENDMENT N°7 TO THE A320 NEO PURCHASE AGREEMENT DATED 24 OCT |
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| April 3, 2026 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 2.d DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2025, Azul S.A. had the following securities registered pursuant to Section 12(g) of the Exchange Act: Common Shares without par value American Depositary Shares (as evidenced by American Depositary Receipts), each representing 500,000 Common Shares Unless otherwise indicated or the context oth |
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| April 3, 2026 |
GENERAL UNSECURED CLAIMS TRUST AGREEMENT Exhibit 4.26 GENERAL UNSECURED CLAIMS TRUST AGREEMENT Dated as of February 19, 2026 by and between Azul S.A. and its Affiliated Debtors and Debtors-in-Possession and U.S. Bank Trust National Association as GUC Trustee #101360638v26 GUC TRUST AGREEMENT This General Unsecured Claims Trust Agreement (as it may be amended, modified, supplemented, or restated from time to time, the “GUC Trust Agreement |
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| April 3, 2026 |
JOINT CHAPTER 11 PLAN OF REORGANIZATION OF AZUL S.A. AND ITS DEBTOR AFFILIATES Exhibit 2.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: AZUL S.A., et al., Debtors.1 Chapter 11 Case No. 25-11176 (SHL) (Jointly Administered) JOINT CHAPTER 11 PLAN OF REORGANIZATION OF AZUL S.A. AND ITS DEBTOR AFFILIATES DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Tel.: (212) 450-4000 Marshall S. Huebner Timothy Graulich Joshua Y. Sturm Jarret E |
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| April 3, 2026 |
AMENDED AND RESTATED PURCHASE AGREEMENT COM0384-14 EMBRAER S.A. Azul Finance 2 LLC Exhibit 4.12 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. COM0653-25 AMENDED AND RESTATED PURCHASE AGREEMENT COM0384-1 |
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| April 3, 2026 |
Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) AS ADOPTED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, Alexandre Wagner Malfitani, certify that: 1. I have reviewed this annual report on Form 20-F of Azul S.A. (the “company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the |
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| April 3, 2026 |
Exhibit 4.28 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. AMENDMENT AGREEMENT I – FIRST CONTRACTING PARTY: Corporate N |
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| April 3, 2026 |
Exhibit 4.9 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. AMENDMENT N°12 TO THE A320 NEO PURCHASE AGREEMENT BETWEEN AIR |
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| April 3, 2026 |
Exhibit 4.10 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. AMENDMENT N°13 TO THE A320 NEO PURCHASE AGREEMENT BETWEEN AI |
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| April 3, 2026 |
As submitted to the Securities and Exchange Commission on April 2, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 3, 2026 |
Exhibit 4.7 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. AMENDMENT N°10 TO THE A320 NEO PURCHASE AGREEMENT BETWEEN AIR |
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| April 3, 2026 |
Exhibit 4.19 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. AMENDMENT No.6 to the A330 NEO PURCHASE AGREEMENT between AI |
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| April 3, 2026 |
Exhibit 4.22 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 19, 2026, is by and among reorganized Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”), and the GUC Trust, as initial warrant holder (the “Initial Holder”). WHEREAS, on May 28, 2025, the Company and its affiliated debtors (collectively, the “Debtors”) filed voluntary petitions for r |
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| April 3, 2026 |
Exhibit 4.23 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), |
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| April 3, 2026 |
Exhibit 4.5 Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential. AMENDMENT N°8 TO THE A320 NEO PURCHASE AGREEMENT DATED 24 OCT |
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| April 3, 2026 |
Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) AS ADOPTED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, John Peter Rodgerson, certify that: 1. I have reviewed this annual report on Form 20-F of Azul S.A. (the “company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statem |
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| April 2, 2026 |
TABLE OF CONTENTS 1. Message from the Chairman of the Board of Directors 3 2. Guidelines and Handbook for Participation in the AGM 5 3. Remote Voting Ballot 9 4. Management’s Proposal 11 5. Installation of the Fiscal Council 14 6. Final Clarifications 15 EXHIBIT I 16 EXHIBIT II 17 EXHIBIT III 22 1. Message from the Chairman of the Board of Directors Dear Shareholder, In accordance with the corpora |
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| April 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Condomínio Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939 |
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| March 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| March 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| March 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| March 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Condomínio Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939 |
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| March 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| March 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| March 9, 2026 |
Confidential Treatment Requested by Azul S.A. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on March 9, 2026. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMI |
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| March 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Condomínio Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, No. |
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| March 5, 2026 |
TABLE OF CONTENTS 1. Message from the Chairman of the Board of Directors 3 2. Guidelines and Handbook for Participation in the EGM 4 3. Management’s Proposal 8 4. Final Clarifications 9 1. Message from the Chairman of the Board of Directors Dear Shareholder, In accordance with the corporate governance practices adopted by Azul S.A. ("Company" or "Azul"), guided by the principles of transparency, f |
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| March 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| March 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| March 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Condomínio Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939 |
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| February 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| February 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| February 23, 2026 |
Exhibit 99.2 TERMS AND CONDITIONS OF THE SUBSCRIPTION WARRANTS – SERIES 2 SUBSCRIPTION WARRANT Terms and Conditions of the Subscription Warrant – Single Series 1. Issuer. Azul S.A., a corporation, duly registered with the Brazilian Securities and Exchange Commission (“CVM”) under No. 02411-2, with its head office in the city of Barueri, State of São Paulo, at Avenida Marcos Penteado de Ulhôa Rodri |
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| February 23, 2026 |
Exhibit 99.3 TERMS AND CONDITIONS OF THE SUBSCRIPTION WARRANTS – SERIES 3 SUBSCRIPTION WARRANT Terms and Conditions of the Subscription Warrant – Single Series 1. Issuer. Azul S.A., a corporation, duly registered with the Brazilian Securities and Exchange Commission (“CVM”) under No. 02411-2, with its head office in the city of Barueri, State of São Paulo, at Avenida Marcos Penteado de Ulhôa Rodri |
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| February 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Condomínio Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, No. |
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| February 23, 2026 |
Exhibit 99.1 TERMS AND CONDITIONS OF THE SUBSCRIPTION WARRANTS – SERIES 1 SUBSCRIPTION WARRANT Terms and Conditions of the Subscription Warrant – Single Series 1. Issuer. Azul S.A., a corporation, duly registered with the Brazilian Securities and Exchange Commission (“CVM”) under No. 02411-2, with its head office in the city of Barueri, State of São Paulo, at Avenida Marcos Penteado de Ulhôa Rodri |
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| February 20, 2026 |
Exhibit 99.2 AZUL S.A. Publicly-held Company CNPJ/MF No. 09.305.994/0001-29 NIRE 35.300.361.130 RESTRICTED SHARES GRANTING PLAN 1. PURPOSE OF THE PLAN 1.1. This Restricted Shares Plan of Azul S.A. (“Azul”) and its direct and indirect subsidiaries (collectively referred to herein as the “Company”) (the “Plan”) is established in accordance with (i) applicable legal and regulatory provisions and (ii) |
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| February 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Condomínio Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, No. |
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| February 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| February 20, 2026 |
AZUL S.A. Publicly-held Company CNPJ/MF No. 09.305.994/0001-29 NIRE 35.300.361.130 – CVM 24112 Exhibit 99.1 AZUL S.A. Publicly-held Company CNPJ/MF No. 09.305.994/0001-29 NIRE 35.300.361.130 – CVM 24112 BYLAWS Chapter I CORPORATE NAME, DURATION, REGISTERED OFFICE, PURPOSE AND JURISDICTION Article 1 - Azul S.A. ("Company") is a company, governed by these Bylaws and the applicable legislation, in particular Brazilian Law No. 6404, dated December 15, 1976, and its subsequent amendments ("Brazi |
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| February 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| February 19, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| February 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| February 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| February 3, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| January 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| January 28, 2026 |
OPERATING AND FINANCIAL REVIEW Exhibit 99.1 OPERATING AND FINANCIAL REVIEW The following discussion of Azul’s results as of September 30, 2025 and for the nine-month period ended September 30, 2025 and 2024, respectively, should be read in conjunction with (i) our 2024 Form 20-F (as defined below) and, in particular, “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects” and (ii) the una |
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| January 28, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Bar |
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| January 28, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| January 28, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Bar |
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| January 28, 2026 |
Azul Announces Launch of Offering of Senior Secured Notes due 2031 EXHIBIT 99.1 Azul Announces Launch of Offering of Senior Secured Notes due 2031 São Paulo, January 28, 2026 – Azul S.A., (B3: AZUL53; OTC: AZULQ) (“Azul” or “Company”) announces today that its subsidiary, Azul Secured Finance LLP, a Delaware limited liability partnership, has launched a private offering of Senior Secured Notes due 2031 (“Notes”). The offering of the Notes is intended to provide ex |
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| January 26, 2026 |
As filed with the Securities and Exchange Commission on January 26, 2026 Registration No. |
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| January 26, 2026 |
Exhibit (b)(iii) Azul S.A. As of January 5, 2026 Citibank, N.A. - ADR Department 388 Greenwich Street New York, New York 10013 Attention: Teresa Loureiro-Stein Re: Azul Chapter 11 Equitization Partial Entitlement - Restricted ADS Series Supplement - Common Shares: (CUSIP No.: 05501U973) Ladies and Gentlemen: Reference is hereby made to (i) the Deposit Agreement (Common Shares), dated as of January |
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| January 26, 2026 |
Exhibit (b)(i) Azul S.A. As of January 5, 2026 Citibank, N.A. - ADR Department 388 Greenwich Street New York, New York 10013 Azul S.A. ADS Program - Restricted ADSs (Common Shares) Ladies and Gentlemen: Reference is made to the Deposit Agreement, dated as of January 5, 2026, as amended and supplemented from time to time (as so amended and supplemented, the “Deposit Agreement”), by and among Azul S |
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| January 26, 2026 |
Exhibit (a)(i) AZUL S.A., AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED AND OUTSTANDING UNDER THE TERMS OF THE DEPOSIT AGREEMENT, DATED AS OF JANUARY 5, 2026. Amendment No. 1 to Deposit Agreement Dated as of [●], 2026 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 SECTION 1.02 Effective Date 2 ARTICLE II AME |
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| January 26, 2026 |
[Signature page on following page] Exhibit (b)(ii) As of January 5, 2026 Citibank, N.A. 388 Greenwich Street New York, New York 10013 Attention: Depositary Receipts Services Ladies and Gentlemen: Reference is hereby made to that certain (i) Second Amended & Restated Deposit Agreement, dated as of April 7, 2017 (the “Preferred Shares Deposit Agreement”), by and among Azul S.A. (the “Company”), a company organized under the laws of F |
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| January 26, 2026 |
Exhibit (a)(ii) DEPOSIT AGREEMENT by and among azul s.a., and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of January 5, 2026 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 1 Section 1.4 “America |
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| January 21, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| January 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| January 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| January 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2026 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| December 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| December 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| December 22, 2025 |
Exhibit (a) DEPOSIT AGREEMENT by and among azul s.a. and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [●] TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 1 Section 1.4 “American Depositary Shar |
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| December 22, 2025 |
Exhibit (a)(i) AZUL S.A. AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED AND OUTSTANDING UNDER THE TERMS OF THE DEPOSIT AGREEMENT, DATED AS OF APRIL 7, 2017. Amendment No. 1 to Deposit Agreement Dated as of January [●], 2026 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 SECTION 1.02 Effective Date 2 ARTICLE I |
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| December 22, 2025 |
Exhibit (d) December 22, 2025 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: We refer to the Registration Statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) by the legal entity created by the Deposit Agreement (as hereinafter defined) for the purpose of registering under the U |
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| December 22, 2025 |
As filed with the Securities and Exchange Commission on December 22, 2025 Registration No. |
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| December 22, 2025 |
Exhibit (b)(ii) Azul S.A. As of April 3, 2025 Citibank, N.A. - ADR Department 388 Greenwich Street New York, New York 10013 Attention: Teresa Loureiro-Stein Re: Lessor Equity Restricted ADS Series Supplement: (CUSIP No.: 05501U999 for Non-U.S. Restricted Holders, and CUSIP No.: 05501U981 for U.S. Restricted Holders) Ladies and Gentlemen: Reference is hereby made to (i) the Deposit Agreement, dated |
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| December 22, 2025 |
[Signature page on following page] Exhibit (b)(ii) As of December [●], 2025 Citibank, N.A. 388 Greenwich Street New York, New York 10013 Attention: Depositary Receipts Services Ladies and Gentlemen: Reference is hereby made to that certain (i) Second Amended & Restated Deposit Agreement, dated as of April 7, 2017 (the “Preferred Shares Deposit Agreement”), by and among Azul S.A. (the “Company”), a company organized under the laws o |
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| December 22, 2025 |
[Signature page on following page] Exhibit (b)(iii) As of December [●], 2025 Citibank, N.A. 388 Greenwich Street New York, New York 10013 Attention: Depositary Receipts Services Ladies and Gentlemen: Reference is hereby made to that certain (i) Second Amended & Restated Deposit Agreement, dated as of April 7, 2017 (the “Preferred Shares Deposit Agreement”), by and among Azul S.A. (the “Company”), a company organized under the laws |
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| December 22, 2025 |
Exhibit (b)(i) Azul S.A. As of [●] Citibank, N.A. - ADR Department 388 Greenwich Street New York, New York 10013 Azul S.A. ADS Program - Restricted ADSs (Common Shares) Ladies and Gentlemen: Reference is made to the Deposit Agreement, dated as of January [●], 2026, as amended and supplemented from time to time (as so amended and supplemented, the “Deposit Agreement”), by and among Azul S.A., a soc |
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| December 22, 2025 |
As filed with the Securities and Exchange Commission on December 22, 2025 Registration No. |
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| December 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| November 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| November 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| November 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| November 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| October 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| October 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| October 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, |
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| September 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, |
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| September 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, |
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| September 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, |
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| September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Bar |
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| August 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Bar |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Bar |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Bar |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Bar |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Bar |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Barue |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Barue |
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| July 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Barue |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baruer |
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| May 30, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange (the 'NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the American Depositary Shares (each representing three preferred shares) (the "ADSs") of Azul S. |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baruer |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baruer |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baruer |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baruer |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baruer |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baruer |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Barueri |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| April 29, 2025 |
Exhibit 4.11 REGISTRATION RIGHTS AGREEMENT by and between AZUL S.A. and BALLYFIN AVIATION II LIMITED Dated as of April 3, 2025 TABLE OF CONTENTS Page ARTICLE I Definitions and Interpretations 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 3 ARTICLE II Registration Rights 4 Section 2.1 Resale Shelf Registration Statement 4 Section 2.2 Effectiveness Period; Certain Representations 4 Section |
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| April 29, 2025 |
Exhibit 2.8 FOURTH SUPPLEMENTAL INDENTURE Dated as of November 27, 2024 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantor AZUL LINHAS AÉREAS BRASILEIRAS S.A. INTELAZUL S.A. ATS VIAGENS E TURISMO LTDA. AZUL IP CAYMAN HOLDCO LTD. AZUL IP CAYMAN LTD. as Guarantors UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GES |
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| April 29, 2025 |
Exhibit 4.12 SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this “Agreement”) is made and entered into as of January 28, 2025 (the “Effective Date”), by and among the following parties (jointly “Parties” and individually “Party”): ACORDO DE APOIO DE ACIONISTAS Este Acordo de Apoio de Acionistas (este “Acordo”) é celebrado em 28 de janeiro de 2025 (a “Data de Vigência”), por e en |
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| April 29, 2025 |
AMENDMENT N° 1 to the A330 NEO PURCHASE AGREEMENT AIRBUS S.A.S. AZUL FINANCE LLC Exhibit 4.17 CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission. AMENDMENT N° 1 to the A330 NEO PURCHASE AGREEMENT between AIRBUS S.A.S. and AZUL FINANCE LLC A3 |
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| April 29, 2025 |
Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) AS ADOPTED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, John Peter Rodgerson, certify that: 1. I have reviewed this annual report on Form 20-F of Azul S.A. (the “company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statem |
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| April 29, 2025 |
Exhibit 13.1 Azul S.A. Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Azul S.A. (the “company”) is filing with the U.S. Securities and Exchange Commission, on the date hereof, its annual report on Form 20-F for the fiscal year ended December 31, 2023 (the “Report”). Pursuant to Exchange Act Rules 13a - 14(b) or 15d - 14(b) and |
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| April 29, 2025 |
AMENDMENT N° 3 to the A330 NEO PURCHASE AGREEMENT AIRBUS S.A.S. AZUL FINANCE LLC Exhibit 4.19 CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission. AMENDMENT N° 3 to the A330 NEO PURCHASE AGREEMENT between AIRBUS S.A.S. and AZUL FINANCE LLC A3 |
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| April 29, 2025 |
Exhibit 2.20 AZUL INVESTMENTS LLP as Issuer AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A. as Guarantors and UMB BANK, NATIONAL ASSOCIATION as Trustee, Registrar, Transfer Agent and Paying Agent INDENTURE Dated as of March 26, 2025 7.500% Senior PIK Toggle Notes Due 2032 TABLE OF CONTENTS Table of Contents Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Def |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| April 29, 2025 |
AMENDMENT N° 4 to the A330 NEO PURCHASE AGREEMENT AIRBUS S.A.S. AZUL FINANCE LLC Exhibit 4.20 CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission. AMENDMENT N° 4 to the A330 NEO PURCHASE AGREEMENT between AIRBUS S.A.S. and AZUL FINANCE LLC A3 |
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| April 29, 2025 |
Exhibit 13.2 Azul S.A. Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Azul S.A. (the “company”) is filing with the U.S. Securities and Exchange Commission, on the date hereof, its annual report on Form 20-F for the fiscal year ended December 31, 2023 (the “Report”). Pursuant to Exchange Act Rules 13a - 14(b) or 15d - 14(b) and |
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| April 29, 2025 |
As submitted to the Securities and Exchange Commission on April 28, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 29, 2025 |
Exhibit 2.9 FIFTH SUPPLEMENTAL INDENTURE Dated as of January 28, 2025 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantor AZUL LINHAS AÉREAS BRASILEIRAS S.A. INTELAZUL S.A. ATS VIAGENS E TURISMO LTDA. AZUL IP CAYMAN HOLDCO LTD. AZUL IP CAYMAN LTD. as Guarantors UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GESTÃ |
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| April 29, 2025 |
AMENDMENT N° 2 to the A330 NEO PURCHASE AGREEMENT AIRBUS S.A.S. AZUL FINANCE LLC Exhibit 4.18 CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission. AMENDMENT N° 2 to the A330 NEO PURCHASE AGREEMENT between AIRBUS S.A.S. and AZUL FINANCE LLC A3 |
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| April 29, 2025 |
Exhibit 2.14 FOURTH SUPPLEMENTAL INDENTURE Dated as of January 28, 2025 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantor AZUL LINHAS AÉREAS BRASILEIRAS S.A. INTELAZUL S.A. ATS VIAGENS E TURISMO LTDA. AZUL IP CAYMAN HOLDCO LTD. AZUL IP CAYMAN LTD. as Guarantors UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GES |
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| April 29, 2025 |
Exhibit 15.1 April 28, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the item 16F. “Change in Registrant’s Certifying Accountant” of the Annual Report on Form 20-F for the year ended December 31, 2024 of Azul S.A. and are in agreement with the statements contained therein in relation to Ernst & Young Auditores Independentes S/S L |
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| April 29, 2025 |
been filed separately with the Securities and Exchange Commission. Exhibit 4.16 CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission. A330NEO PURCHASE AGREEMENT between AIRBUS S.A.S. as Seller and AZUL FINANCE LLC as Buyer Refere |
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| April 29, 2025 |
Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) AS ADOPTED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, Alexandre Wagner Malfitani, certify that: 1. I have reviewed this annual report on Form 20-F of Azul S.A. (the “company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the |
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| April 29, 2025 |
Exhibit 4.15 SUPPLEMENTAL SHAREHOLDERS' AGREEMENT OF AZUL S.A. between TRIP PARTICIPAÇÕES S.A., TRIP INVESTIMENTOS LTDA, RIO NOVO LOCAÇÕES LTDA, JOSÉ MARIO CAPRIOLI DOS SANTOS, and DAVID GARY NEELEMAN and as an intervening party, AZUL S.A. DATED APRIL 8, 2025 SUPPLEMENTAL SHAREHOLDERS' AGREEMENT OF AZUL S.A. This Supplemental Shareholders' Agreement of Azul S.A., entered into on April 8, 2025 by t |
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| April 29, 2025 |
Exhibit 2.6 SECOND SUPPLEMENTAL INDENTURE Dated as of February 8, 2024 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantor AZUL LINHAS AÉREAS BRASILEIRAS S.A. INTELAZUL S.A. ATS VIAGENS E TURISMO LTDA. AZUL IP CAYMAN HOLDCO LTD. AZUL IP CAYMAN LTD. as Guarantors UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GEST |
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| April 29, 2025 |
Exhibit 2.13 THIRD SUPPLEMENTAL INDENTURE Dated as of October 30, 2024 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantor AZUL LINHAS AÉREAS BRASILEIRAS S.A. INTELAZUL S.A. ATS VIAGENS E TURISMO LTDA. AZUL IP CAYMAN HOLDCO LTD. AZUL IP CAYMAN LTD. as Guarantors UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GEST |
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| April 29, 2025 |
Exhibit 2.7 THIRD SUPPLEMENTAL INDENTURE Dated as of October 30, 2024 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantor AZUL LINHAS AÉREAS BRASILEIRAS S.A. INTELAZUL S.A. ATS VIAGENS E TURISMO LTDA. AZUL IP CAYMAN HOLDCO LTD. AZUL IP CAYMAN LTD. as Guarantors UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GESTÃ |
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| April 29, 2025 |
Exhibit 2.15 AZUL INVESTMENTS LLP as Issuer AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A. as Guarantors and UMB BANK, NATIONAL ASSOCIATION as Trustee, Registrar, Transfer Agent and Paying Agent INDENTURE Dated as of December 23, 2024 7.500% Senior One PIK Notes Due 2030 TABLE OF CONTENTS Table of Contents Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Def |
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| April 29, 2025 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 2.d DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2024, Azul S.A. had the following securities registered pursuant to Section 12 (b) of the Exchange Act: Title of each class Trading Symbol Name of each exchange on which registered Preferred Shares, without par value New York Stock Exchange* American Depositary Shares (as evidenced by American |
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| April 29, 2025 |
Exhibit 11(b) AZUL S.A. Publicly-held Company Corporate Taxpayers’ Registry (CNPJ/ME) n. 09.305.994/0001-29 Board of Trade (NIRE) 35.300.361.130 DISCLOSURE OF MATERIAL ACT OR FACT AND SECURITIES TRADING POLICY OF AZUL S.A. 1. PURPOSE 1.1. The purpose of this Disclosure of Material Act or Fact and Securities Trading Policy, prepared in accordance with CVM rules, is to: (a) set forth the procedures |
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| April 29, 2025 |
Exhibit 2.21 SIXTH AMENDMENT TO THE PRIVATE INSTRUMENT OF INDENTURE OF DEBENTURES CONVERTIBLE INTO PREFERRED SHARES, OF THE SECURED TYPE, WITH ADDITIONAL PERSONAL GUARANTEE, OF THE FIRST ISSUE OF AZUL S.A. This “Sixth Amendment to the Private Instrument of Indenture of Debentures Convertible into Preferred Shares, of the Secured Type, with Additional Personal Guarantee, of the First Issue of Azul |
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| April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Barue |
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| April 15, 2025 |
ex99-2 |
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| April 15, 2025 |
ex99-1 |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Barue |
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| April 2, 2025 |
exhibit 99-1 |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| February 26, 2025 |
Exhibit 99.2 English language free translation of Portuguese language original. Portuguese language original prevails. AZUL S.A. Publicly Held Company CNPJ/MF No. 09.305.994/0001-29 NIRE 35.300.361.130 – CVM 24112 STOCK OPTION PLAN 1. PURPOSE OF THE PLAN 1.1. This Stock Option Plan of Azul S.A (“Azul”) and its direct and indirect subsidiaries (jointly referred to as the “Company”) (“Plan”) is esta |
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| February 26, 2025 |
Exhibit 99.1 English language free translation of Portuguese language original. Portuguese language original prevails. AZUL S.A. Publicly-held Company CNPJ/MF no. 09.305.994/0001-29 NIRE 35.300.361.130 – CVM 24112 BYLAWS CHAPTER I CORPORATE NAME, DURATION, REGISTERED OFFICE, PURPOSE AND JURISDICTION Article 1 - Azul S.A. ("Company") is a company, governed by these Bylaws and the applicable legisla |
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| February 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| February 25, 2025 |
As filed with the Securities and Exchange Commission on February 25, 2025 Registration No. |
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| February 25, 2025 |
Exhibit (b) Azul S.A. As of February 21, 2025 Citibank, N.A. - ADR Department 388 Greenwich Street New York, New York 10013 Azul S.A. ADS Program - Restricted ADSs Ladies and Gentlemen: Reference is made to the Deposit Agreement, dated as of April 7, 2017, as amended and supplemented from time to time (as so amended and supplemented, the “Deposit Agreement”), by and among Azul S.A., a sociedade po |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| February 25, 2025 |
Exhibit (d) February 25, 2025 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: We refer to the Registration Statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) by the legal entity created by the Deposit Agreement (as hereinafter defined) for the purpose of registering under the U |
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| February 25, 2025 |
Exhibit (e) Rule 466 Certification The depositary, Citibank, N.A., represents and certifies the following: (i) That it previously had filed a registration statement on Form F-6 (Registration No. 333-215925) which the U.S. Securities and Exchange Commission declared effective, with terms of deposit identical to the terms of deposit of this Form F-6 Registration Statement; and (ii) That its ability |
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| February 25, 2025 |
Exhibit (a)(i) EXHIBIT A [FORM OF ADR] Number CUSIP NUMBER: ISIN NUMBER: American Depositary Shares (each American Depositary Share representing the right to receive three (3) fully paid preferred shares of Azul S. |
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| February 24, 2025 |
6-K 1 azulpr4q246k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Ro |
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| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| February 21, 2025 |
Azul S.A. Publicly-Held Company CNPJ/MF No. 09.305.994/0001-29 NIRE 35.300.361.130 NOTICE TO SHAREHOLDERS In compliance with article 33, XXXI, of Resolution No. 80 issued by the Brazilian Securities and Exchange Commission (the “CVM” – Comissão de Valores Mobiliários) on March 29, 2022 (“RCVM 80”), Azul S.A. (“Azul” or “Company”) hereby provides to its shareholders the information required under “ |
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| February 7, 2025 |
TABLE OF CONTENTS 1. Message from the Chairman of the Board 3 2. Manual for Participating in the Special Meeting and Other Information 4 3. Distance Voting Ballot 7 4. Management Proposal 9 5. Final Remarks 13 ANNEX I 14 ANNEX II 17 2 1. Message from the Chairman of the Board Dear Shareholder, In line with the corporate governance practices adopted by Azul S.A. (the “Company” or “Azul”), which are |
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| February 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| February 7, 2025 |
TABLE OF CONTENTS 1. Message from the Chairman of the Board of Directors 3 2. Manual for Participating in the EGM and Other Information 5 3. Management Proposal 7 4. Final Remarks 18 ANNEX I 19 ANNEX II 29 ANNEX III 58 ANNEX III-A 67 ANNEX IV 81 1. Message from the Chairman of the Board of Directors Dear Shareholder, In line with the corporate governance practices adopted by Azul S.A. (the “Compan |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| February 4, 2025 |
EX-1 2 ex-01.htm EX-1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree as follows: (i) The Schedule 13G is filed on behalf of each of them and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements; and (ii) Each of them is responsible for the timely filing of |
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| February 4, 2025 |
EX-2 3 ex-02.htm EX-2 Exhibit 2 SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this “Agreement”) is made and entered into as of January 28, 2025 (the “Effective Date”), by and among the following parties (jointly “Parties” and individually “Party”): ACORDO DE APOIO DE ACIONISTAS Este Acordo de Apoio de Acionistas (este “Acordo”) é celebrado em 28 de janeiro de 2025 (a “Data de V |
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| February 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th Floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| February 3, 2025 |
Exhibit 99.3 INDENTURE Dated as of January 28, 2025 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantor each other GUARANTOR named herein as a Guarantor, UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA. as Brazilian Collateral Agent 11.500% SENIOR SECURED SECOND OUT NOTES DUE 2029 TABLE OF CO |
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| February 3, 2025 |
Exhibit 99.2 INDENTURE Dated as of January 28, 2025 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantor each other GUARANTOR named herein as a Guarantor, UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA. as Brazilian Collateral Agent 11.930% SENIOR SECURED FIRST OUT NOTES DUE 2028 TABLE OF CON |
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| February 3, 2025 |
Exhibit 99.5 AMENDED AND RESTATED INTERCREDITOR, COLLATERAL SHARING AND ACCOUNTS AGREEMENT Among AZUL SECURED FINANCE LLP, as the Issuer, AZUL S.A., as the Parent Guarantor, the other Obligors party hereto, TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as Brazilian Collateral Agent, UMB BANK, N.A. as U.S. Collateral Agent and Trustee for the Superpriority Notes, the New First Out Notes and th |
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| February 3, 2025 |
Exhibit 99.4 INDENTURE Dated as of January 28, 2025 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantor each other GUARANTOR named herein as a Guarantor, UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA. as Brazilian Collateral Agent 10.875% SENIOR SECURED SECOND OUT NOTES DUE 2030 TABLE OF CO |
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| February 3, 2025 |
Exhibit 99.1 INDENTURE Dated as of January 28, 2025 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantor each other GUARANTOR named herein as a Guarantor, UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA. as Brazilian Collateral Agent FLOATING RATE SUPERPRIORITY PIK TOGGLE NOTES DUE 2030 TABLE |
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| January 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| January 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| January 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| January 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| January 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2025 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| December 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| December 6, 2024 |
SC 13G 1 azul13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AZUL SA (Name of Issuer) American Depositary Shares, each representing three Preferred Shares (Title of Class of Securities) 05501U106 (CUSIP Number) Long Focus Capital Management LLC 207 Calle Del Parque A&M Tower, 8th F |
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| December 6, 2024 |
EX-24 2 ex24.htm EXHIBIT 24 Exhibit 24 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, B |
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| October 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| October 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Ba |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, |
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| September 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Bar |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Bar |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Bar |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Bar |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Barue |
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| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baruer |
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| May 24, 2024 |
Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) AS ADOPTED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, John Peter Rodgerson, certify that: 1.I have reviewed the Annual Report on Form 20-F of Azul S.A. (the “company”), as amended by the Amendment No. 1 on Form 20-F/A (the “report”); 2.Based on my knowledge, the report does not contain any untrue statement of a material fact |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 1) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECUR |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baruer |
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| May 24, 2024 |
Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) AS ADOPTED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, Alexandre Wagner Malfitani, certify that: 1.I have reviewed the Annual Report on Form 20-F of Azul S.A. (the “company”), as amended by the Amendment No. 1 on Form 20-F/A (the “report”); 2.Based on my knowledge, the report does not contain any untrue statement of a material |
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| May 24, 2024 |
Exhibit 13.2 Azul S.A. Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the filing with the U.S. Securities and Exchange Commission by Azul S.A. (the “company”) of its Annual Report on Form 20-F for the fiscal year ended December 31, 2023, as amended by the Amendment No. 1 on Form 20-F/A on the date hereof (the |
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| May 24, 2024 |
Exhibit 13.1 Azul S.A. Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the filing with the U.S. Securities and Exchange Commission by Azul S.A. (the “company”) of its Annual Report on Form 20-F for the fiscal year ended December 31, 2023, as amended by the Amendment No. 1 on Form 20-F/A on the date hereof (the |
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| May 16, 2024 |
Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) AS ADOPTED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, John Peter Rodgerson, certify that: 1.I have reviewed this annual report on Form 20-F of Azul S.A. (the “company”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statemen |
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| May 16, 2024 |
As submitted to the Securities and Exchange Commission on May 15, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 16, 2024 |
Exhibit 13.2 Azul S.A. Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Azul S.A. (the “company”) is filing with the U.S. Securities and Exchange Commission, on the date hereof, its annual report on Form 20-F for the fiscal year ended December 31, 2023 (the “Report”). Pursuant to Exchange Act Rules 13a - 14(b) or 15d - 14(b) and |
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| May 16, 2024 |
Exhibit 97 AZUL S.A. CNPJ/MF n. 09.305.994/0001-29 SCHEDULE II OF THE MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS COMPANY’S CLAWBACK POLICY The Board of Directors of Azul S.A. (the “Company”) has adopted this Dodd-Frank Clawback Policy (this “Policy”) in accordance with the applicable provisions of The New York Stock Exchange Listed Company Manual (the “Clawback Rules”), promulg |
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| May 16, 2024 |
Exhibit 4.8 Execution Version SUPPLEMENT NO. 1 (this “Representative Supplement”) dated as of July 20, 2023 to the INTERCREDITOR, COLLATERAL SHARING AND ACCOUNT AGREEMENT dated as of July 14, 2023 (the “Intercreditor Agreement”), among (i) AZUL SECURED FINANCE LLP, a Delaware limited liability partnership (the “Issuer”), (ii) AZUL S.A., a Brazilian corporation (the “Parent Guarantor”), (iii) the o |
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| May 16, 2024 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 2.d DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2023, Azul S.A. had the following securities registered pursuant to Section 12 (b) of the Exchange Act: Title of each class Trading Symbol Name of each exchange on which registered Preferred Shares, without par value New York Stock Exchange* American Depositary Shares (as evidenced by American |
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| May 16, 2024 |
Exhibit 13.1 Azul S.A. Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Azul S.A. (the “company”) is filing with the U.S. Securities and Exchange Commission, on the date hereof, its annual report on Form 20-F for the fiscal year ended December 31, 2023 (the “Report”). Pursuant to Exchange Act Rules 13a - 14(b) or 15d - 14(b) and |
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| May 16, 2024 |
Exhibit 4.9 SUPPLEMENT NO. 2 (this “Representative Supplement No. 2”) dated as of October 31, 2023 to the INTERCREDITOR, COLLATERAL SHARING AND ACCOUNT AGREEMENT dated as of July 14, 2023 (as supplemented by Supplement No. 1 dated as of July 20, 2023 (the “Representative Supplement No. 1”) and this Representative Supplement No. 2, the “Intercreditor Agreement”)), among (i) AZUL SECURED FINANCE LLP |
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| May 16, 2024 |
Exhibit 2.3 AZUL INVESTMENTS LLP as Issuer AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A. as Guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank, National Association) as Trustee, Registrar, Transfer Agent and Paying Agent SUPPLEMENTAL INDENTURE Dated as of July 14, 2023 5.875% Senior Notes due 2024 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND |
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| May 16, 2024 |
Exhibit 2.7 FIRST SUPPLEMENTAL INDENTURE Dated as of July 14, 2023 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantor AZUL LINHAS AÉREAS BRASILEIRAS S.A. INTELAZUL S.A. ATS VIAGENS E TURISMO LTDA. AZUL IP CAYMAN HOLDCO LTD. AZUL IP CAYMAN LTD. as Guarantors UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GESTÃO D |
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| May 16, 2024 |
Exhibit 2.10 AZUL INVESTMENTS LLP as Issuer AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A. as Guarantors and UMB BANK, NATIONAL ASSOCIATION as Trustee, Registrar, Transfer Agent and Paying Agent INDENTURE Dated as of September 28, 2023 7.500% Senior Notes Due 2030 TABLE OF CONTENTS ARTICLE 1 Definitions and Other Provisions of General Application Section 1.01. Definitions 1 Section 1.02. Rules |
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| May 16, 2024 |
Exhibit 2.4 EXECUTION VERSION AZUL INVESTMENTS LLP as Issuer AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A. as Guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank, National Association) as Trustee, Registrar, Transfer Agent and Paying Agent SUPPLEMENTAL INDENTURE Dated as of July 14, 2023 5.875% Senior Notes due 2024 TABLE OF CONTENTS Page ARTICLE |
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| May 16, 2024 |
Exhibit 2.8 SECOND SUPPLEMENTAL INDENTURE Dated as of July 14, 2023 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantor AZUL LINHAS AÉREAS BRASILEIRAS S.A. INTELAZUL S.A. ATS VIAGENS E TURISMO LTDA. AZUL IP CAYMAN HOLDCO LTD. AZUL IP CAYMAN LTD. as Guarantors UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GESTÃO |
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| May 16, 2024 |
Exhibit 2.5 AZUL INVESTMENTS LLP as Issuer AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A. as Guarantors and UMB BANK, NATIONAL ASSOCIATION as Trustee, Registrar, Transfer Agent and Paying Agent SUPPLEMENTAL INDENTURE Dated as of July 14, 2023 7.250% Senior Notes due 2026 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Definitions 2 Section |
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| May 16, 2024 |
Exhibit 2.9 INDENTURE Dated as of July 20, 2023 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantors AZUL LINHAS AÉREAS BRASILEIRAS S.A. INTELAZUL S.A. ATS VIAGENS E TURISMO LTDA. AZUL IP CAYMAN HOLDCO LTD. AZUL IP CAYMAN LTD. as Guarantors, UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA. as |
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| May 16, 2024 |
Exhibit 1.1 CONSOLIDATED BYLAWS AZUL S.A. Publicly-held Company Corporate Taxpayers’ Register (CNPJ/MF) n. 09.305.994/0001-29 Board of Trade (NIRE): 35.300.361.130 – CVM 24112 BYLAWS CHAPTER I NAME, DURATION, HEADQUARTERS, CORPORATE PURPOSE, AND VENUE Article 1 – Azul S.A. (“Company”) is a corporation governed by these Bylaws and applicable law, particularly Law n. 6.404, of December 15, 1976, as |
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| May 16, 2024 |
Exhibit 2.11 SUPPLEMENTAL INDENTURE Dated as of October 31, 2023 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantor AZUL LINHAS AÉREAS BRASILEIRAS S.A. INTELAZUL S.A. ATS VIAGENS E TURISMO LTDA. AZUL IP CAYMAN HOLDCO LTD. AZUL IP CAYMAN LTD. as Guarantors UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE |
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| May 16, 2024 |
Exhibit 4.7 Execution Version INTERCREDITOR, COLLATERAL SHARING AND ACCOUNTS AGREEMENT Among AZUL SECURED FINANCE LLP, as the Issuer, AZUL S.A., as the Parent Guarantor, the other Obligors party hereto, TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as Brazilian Collateral Agent, UMB BANK, N.A. as U.S. Collateral Agent and Trustee for the Notes, AERCAP ADMINISTRATIVE SERVICES LIMITED, as AerCa |
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| May 16, 2024 |
Exhibit 2.6 INDENTURE Dated as of July 14, 2023 Among AZUL SECURED FINANCE LLP as Issuer AZUL S.A. as Parent Guarantor AZUL LINHAS AÉREAS BRASILEIRAS S.A. INTELAZUL S.A. ATS VIAGENS E TURISMO LTDA. AZUL IP CAYMAN HOLDCO LTD. AZUL IP CAYMAN LTD. as Guarantors, UMB BANK, N.A., as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent and TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA. as |
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| May 16, 2024 |
Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) AS ADOPTED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, Alexandre Wagner Malfitani, certify that: 1.I have reviewed this annual report on Form 20-F of Azul S.A. (the “company”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the st |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baruer |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baruer |
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| May 1, 2024 |
FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER UNITED STATES 001-38049 SECURITIES AND EXCHANGE COMMISSION CUSIP NUMBER Washington, D. |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2024 Commission File Number: 001-38049 Azul S.A. (Name of Registrant) Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Baru |
