AZUL · Azul S.A.

Azul S.A. is executing a significant capital restructuring through a reverse share split approved at an extraordinary general meeting on March 25, 2026. The reverse split consolidates every 150,000 common shares into one single common share. This structural change becomes effective on the B3 exchange with an ex-date of April 20, 2026, although the actual update of share positions in custody accounts will occur on April 23, 2026, due to the T+2 settlement cycle. Concurrently, the Company is altering the ratio for its American Depositary Shares (ADSs). Previously, one ADS represented a unit tied to 500,000 common shares; following the reverse split, one ADS will represent exactly two common shares. This adjustment results in a distribution of 0.666666 new ADSs for every existing ADS held by investors as of the close of business on April 20, 2026. The Company explicitly stated that no fractional ADSs will be issued; instead, cash payments will be distributed for fractional entitlements. These actions are explicitly identified as pre-conditions for Azul S.A. to obtain a listing on NYSE American, LLC, indicating a strategic move to access U.S. capital markets more broadly. Additionally, the filing notes that Restricted ADSs (Regulation S) issued in February 2026 will be mandatorily exchanged for unrestricted, freely transferable ADSs effective April 16, 2026, following the lapse of the 40-day distribution compliance period. The security identifiers (CUSIP and ISIN) for the ADSs remain unchanged by the ratio adjustment.