AZUL · Azul S.A.

Azul S.A. is filing an F-1 registration statement for the resale of up to 406,383,345 common shares (including ADSs) by selling shareholders, representing approximately 99.4% of outstanding shares. This filing follows the company's emergence from Chapter 11 bankruptcy in February 2026, which significantly restructured its balance sheet by converting approximately US$1.6 billion of secured debt into equity and raising US$850 million in new equity. The company is Brazil's largest airline by cities served, with a network of 160 domestic destinations and a diversified fleet of 155 aircraft (average age 7.2 years). In 2025, Azul generated R$21.6 billion in revenue and R$124.9 million in net income, demonstrating a return to profitability post-pandemic. The company's competitive moat lies in its extensive route network, optimized fleet mix (ATR, Embraer, Airbus), and strong brand recognition, including being named the 4th most on-time airline globally in 2025. Key risks include high leverage (R$23.1 billion in debt), fuel cost volatility, dependence on three hubs, and the potential for significant share overhang from the resale offering. The selling shareholders include major institutional investors such as Readystate (9.0%), United Airlines (8.7%), and BlackBarn (8.4%). The company plans to list on NYSE American, subject to conditions, which could improve liquidity and valuation. Management is led by CEO John Peter Rodgerson, who has deep airline experience, and CFO Antonio Carlos Garcia, recently appointed from Embraer. The offering itself does not raise capital for Azul, but the registration facilitates the exit of post-reorganization shareholders, which could pressure the stock price. Overall, Azul presents a compelling turnaround story with a strong market position, but investors must weigh the risks of high debt, competitive pressures, and potential dilution from warrants and stock options.