On Tuesday, October 20, 2026, Azul S.A. (AZUL3) reported that on October 19, 2026, it received a notice regarding the exercise in full of all common share subscription warrants held by American Airlines, Inc., resulting in a total capital increase of R$ 512,811,716.28. The exercise involved subscription warrants from different series issued by the company.
According to Azul, American fully exercised the American Subscription Warrants, corresponding to Series 1 (AZUL11), in the amount of 3,958,429,263,261 warrants, and Series 4 (AZUL19), in the amount of 5,449,247 warrants. Additionally, other investors exercised 43,990,650,000 additional Series 1 subscription warrants, 699,750,000 from Series 2, 12,978,600,000 from Series 3 and 48,091 additional warrants from Series 4.
As a result of the exercise of the American Subscription Warrants by American Airlines, 31,838,775 common shares were issued, while the exercise of the other warrants by other investors resulted in the issuance of 432,551 common shares. After these issuances, Azul came to have 400,829,250 common shares outstanding.
The common shares resulting from the exercise of the American Subscription Warrants were delivered directly in the book-entry environment, and American reported that it would proceed with depositing these shares in the company’s ADR program. For the warrants exercised in the B3 environment by other investors, the corresponding common shares will be delivered directly in the exchange environment within up to 3 business days.
With the completion of American’s investment in the company, as provided for in the material fact dated February 19, 2026, John Peter Rodgerson resigned from his positions as a full member of Azul’s Board of Directors and Strategic Committee, remaining as Chief Executive Officer. His alternate, Jeff Ogar, assumed office as a full member of the Board of Directors and the Strategic Committee.
