Form SCHEDULE 13G AZUL SA Filed by: Wagner Thomas
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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AZUL SA (Name of Issuer) |
Common Shares without par value; the CUSIP relates to American Depository Shares, each representing five hundred thousand Common Shares. (Title of Class of Securities) |
(CUSIP Number) |
02/20/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Thomas A. Wagner III | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,063,104,500,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: 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.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Ara D. Cohen | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,063,104,500,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: 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.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
AZUL SA | |
| (b) | Address of issuer's principal executive offices:
Avenida Marcos Penteado de Ulhoa Rodrigues, 939, 8th floor Edificio Jatoba, Barueri, Brazil, 06460-040 | |
| Item 2. | ||
| (a) | Name of person filing:
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. | |
| (b) | Address or principal business office or, if none, residence:
The address for the Reporting Persons is 320 Park Avenue, Floor 28 New York, NY 10022 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Common Shares without par value; the CUSIP relates to American Depository Shares, each representing five hundred thousand Common Shares. | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | 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. | |
| (b) | 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. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0.00 | ||
| (ii) Shared power to vote or to direct the vote:
4,063,104,500,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
4,063,104,500,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | 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 | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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