Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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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 S.A. (Name of Issuer) |
Common Shares with no par value (Title of Class of Securities) |
000000000 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
VR Advisory Services Ltd | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,877,742,163,070.00 | ||||||||
| 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)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, IA |
Comment for Type of Reporting Person: The full amount of Sole Voting Power, Sole Dispositive Power, and Aggregate Amount Beneficially Owned is 2,877,742,163,070 Common Shares. Filing software limitations may truncate the full ownership.
SCHEDULE 13G
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| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
VR Global Partners, L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,877,742,163,070.00 | ||||||||
| 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)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The full amount of Sole Voting Power, Sole Dispositive Power, and Aggregate Amount Beneficially Owned is 2,877,742,163,070 Common Shares. Filing software limitations may truncate the full ownership.
SCHEDULE 13G
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| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
VR Capital Participation Ltd. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,877,742,163,070.00 | ||||||||
| 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)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person: The full amount of Sole Voting Power, Sole Dispositive Power, and Aggregate Amount Beneficially Owned is 2,877,742,163,070 Common Shares. Filing software limitations may truncate the full ownership.
SCHEDULE 13G
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| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
VR Capital Group Ltd. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,877,742,163,070.00 | ||||||||
| 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)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person: The full amount of Sole Voting Power, Sole Dispositive Power, and Aggregate Amount Beneficially Owned is 2,877,742,163,070 Common Shares. Filing software limitations may truncate the full ownership.
SCHEDULE 13G
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| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
VR Capital Holdings Ltd. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,877,742,163,070.00 | ||||||||
| 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)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person: The full amount of Sole Voting Power, Sole Dispositive Power, and Aggregate Amount Beneficially Owned is 2,877,742,163,070 Common Shares. Filing software limitations may truncate the full ownership.
SCHEDULE 13G
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| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
Deitz Richard | ||||||||
| 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
2,877,742,163,070.00 | ||||||||
| 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)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person: The full amount of Sole Voting Power, Sole Dispositive Power, and Aggregate Amount Beneficially Owned is 2,877,742,163,070 Common Shares. Filing software limitations may truncate the full ownership.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Azul S.A. | |
| (b) | Address of issuer's principal executive offices:
ED. JATOBA, 8TH FLOOR, AV. MARCOS PENTEADO ULHOA RODRIGUES, 939, TAMBORE, BARUERI, SAO PAULO, Brazil, 06460-040 | |
| Item 2. | ||
| (a) | Name of person filing:
The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) VR Global Partners, L.P. (the "Fund"); (ii) VR Advisory Services Ltd ("VR"); (iii) VR Capital Participation Ltd. ("VRCP"); (iv) VR Capital Group Ltd. ("VRCG"); (v) VR Capital Holdings Ltd. ("VRCH"); and (vi) Richard Deitz. | |
| (b) | Address or principal business office or, if none, residence:
For the Fund, VRCP, VRCG and VRCH: c/o Intertrust (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands For VR: 601 Lexington Avenue, 59th Floor, New York, New York, 10022, USA For Mr. Deitz: The Kensington Building, 1 Wrights Lane, Fourth Floor, London W8 5RY, United Kingdom | |
| (c) | Citizenship:
(i) The Fund is a Cayman Islands exempted limited partnership; (ii) VR is a Cayman Islands exempted company; (iii) VRCP is a Cayman Islands exempted company; (iv) VRCG is a Cayman Islands exempted company; (v) VRCH is a Cayman Islands exempted company; and (vi) Mr. Deitz is a United States citizen. | |
| (d) | Title of class of securities:
Common Shares with no par value | |
| (e) | CUSIP No.:
000000000 | |
| 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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (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:
5,659,968 American Depositary Shares ("ADS"), each representing five hundred thousand Common Shares ("Common Shares") of Azul S.A. (the "Issuer") reported as beneficially owned herein are directly held by the Fund, representing a total of 2,829,984,000,000 Common Shares. In addition to the ADSs, the Fund was awarded warrants exercisable for 47,758,163,070 Common Shares of the Issuer, which are exercisable within sixty days (the "Warrants"). Therefore, the Fund may be deemed to exercise sole dispositive power over an aggregate of 2,877,742,163,070 Common Shares. VR, as the general partner and investment adviser of the Fund, may be deemed to exercise voting and investment power over the 2,877,742,163,070 Common Shares held by the Fund and thus may be deemed to beneficially own such Common Shares. VRCP, as the sole shareholder of VR, also may be deemed to beneficially own the 2,877,742,163,070 Common Shares held by the Fund. VRCG, as the sole shareholder of VRCP, also may be deemed to beneficially own the 2,877,742,163,070 Common Shares held by the Fund. VRCH, as the sole shareholder of VRCG, also may be deemed to beneficially own the 2,877,742,163,070 Common Shares held by the Fund. Mr. Deitz, as the control person of VR and VRCP, also may be deemed to beneficially own the 2,877,742,163,070 Common Shares held by the Fund. The amounts reported on the cover pages and Item 4(c) may be limited by filing software. The full amount is 2,877,742,163,070 Common Shares. The Common Shares do not currently have a CUSIP. The CUSIP for the ADSs is 05501U403. | |
| (b) | Percent of class:
As of the date hereof, each of the Fund, VR, VRCP, VRCG, VRCH and Mr. Deitz may be deemed to beneficially own 2,877,742,163,070 Common Shares of the Issuer, representing approximately 5.3% of the Common Shares outstanding. The above percentages are based on 54,730,851,778,811 Common Shares of the Issuer outstanding as of February 20, 2026, as reported in the Issuer's 6-K. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
2,877,742,163,070.00 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
2,877,742,163,070.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| 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
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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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