Beneficial Ownership Report · SCHEDULE 13G
AZUL SA
Beneficial Ownership Report
Structured filing — SCHEDULE 13G
primary_doc.xml
Subject company
- Company
- AZUL SA
- Company CIK
- 0001432364
- Street
- 939 Tambore, Barueri
- Street (continued)
- Edificio Jatoba, 8th floor
- City
- Barueri
- State / country code
- D5
- Postal code
- 06460-040
Statement details
- Security class
- Common Shares without par value; the CUSIP relates to American Depository Shares, each representing five hundred thousand Common Shares.
- Event date
- 02/20/2026
- Rule designation
- Rule 13d-1(b)
Reporting person 1
- Name
- Thomas A. Wagner III
- Citizenship / organization
- X1
- Reporting person type
- HC · IN
- Aggregate amount owned
- 4,063,104,500,000.00
- Percent of class
- 7.4
- Sole voting power
- 0.00
- Shared voting power
- 4,063,104,500,000.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 4,063,104,500,000.00
- Aggregate excludes certain shares
- N
- Comments
- CUSIP number 05501U403 reported on the cover page above and in Item 2(e) below applies to the unrestricted class of the Issuer's (as defined below) American Depository Shares ("ADSs"). The Reporting Persons (as defined below) also beneficially own the Issuer's restricted ADSs, CUSIP number 05501U601. The ADSs are managed by Knighthead Capital Management, LLC ("KCM") and Knighthead Opportunities Capital Management, LLC ("KOCM" and, together with KCM, the "Advisers"), of which the Reporting Persons are managing partners, each entity individually beneficially owning less than 5% of the Issuer shares.
Reporting person 2
- Name
- Ara D. Cohen
- Citizenship / organization
- X1
- Reporting person type
- HC · IN
- Aggregate amount owned
- 4,063,104,500,000.00
- Percent of class
- 7.4
- Sole voting power
- 0.00
- Shared voting power
- 4,063,104,500,000.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 4,063,104,500,000.00
- Aggregate excludes certain shares
- N
- Comments
- CUSIP number 05501U403 reported on the cover page above and in Item 2(e) below applies to the unrestricted class of the Issuer's (as defined below) American Depository Shares ("ADSs"). The Reporting Persons (as defined below) also beneficially own the Issuer's restricted ADSs, CUSIP number 05501U601. The ADSs are managed by the Advisers, of which the Reporting Persons are managing partners, each individually beneficially owning less than 5% of the Issuer shares.
Item 1
Issuer
AZUL SA
Principal executive office address
Avenida Marcos Penteado de Ulhoa Rodrigues, 939, 8th floor Edificio Jatoba, Barueri, Brazil, 06460-040
Item 2
Citizenship
United States
Filing person
This Schedule 13G is being jointly filed by Mr. Wagner and Mr. Cohen (collectively, the "Reporting Persons") with respect to the Shares of the above-named Issuer. Such owned Shares include warrants exercisable for Shares as well as ADSs representing Shares. The Reporting Persons are the managing partners of the Advisers, and may be deemed to indirectly beneficially own the securities reported.
Principal business or residence address
The address for the Reporting Persons is 320 Park Avenue, Floor 28 New York, NY 10022
Item 3
Not applicable indication
N
Type of filing person
HC
Item 4
Percent of class
As of the date hereof, each Reporting Person may be deemed to beneficially own 4,063,104,500,000 Common Shares of the Issuer, representing approximately 7.4% of the Common Shares outstanding. The above percentage is based on 54,730,851,778,811 Common Shares reported as issued and outstanding as of February 19, 2026 in the Issuer's Form 6-K filed with the Securities and Exchange Commission on February 20, 2026 and giving effect to the Warrants.
Amount beneficially owned
8,126,209 ADS, each representing five hundred thousand Common Shares ("Common Shares") of Azul S.A. (the "Issuer") reported as beneficially owned herein are managed by the Advisers, of which the Reporting Persons are managing partners, representing a total of 4,034,449,500,000 Common Shares. In addition to the ADSs, the Reporting Persons were awarded warrants exercisable for 28,655,000,000 Common Shares of the Issuer, which are exercisable within sixty days (the "Warrants"). Therefore, the Reporting Persons may be deemed to exercise shared voting and dispositive power over an aggregate of 4,063,104,500,000 Common Shares.
Sole voting power
0.00
Shared voting power
4,063,104,500,000
Sole dispositive power
0.00
Shared dispositive power
4,063,104,500,000
Item 5
Not applicable indication
Y
Item 6
Not applicable indication
Y
Item 7
Not applicable indication
Y
Item 8
Not applicable indication
Y
Item 9
Not applicable indication
Y
Item 10
Not applicable indication
N
Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
Signature 1
- Reporting person
- Thomas A. Wagner III
- Signed
- /s/ Thomas A. Wagner III
- Title
- Managing Partner
- Date
- 04/06/2026
Signature 2
- Reporting person
- Ara D. Cohen
- Signed
- /s/ Ara D. Cohen
- Title
- Managing Partner
- Date
- 04/06/2026
Filed exhibits
- CERTIFICATION ↗ex99-1.htm