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 SA (Name of Issuer) |
Common Shares (the "Shares"); the CUSIP relates to American depository shares (Title of Class of Securities) |
05501U403 (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. | 05501U403 |
| 1 | Names of Reporting Persons
Readystate Asset Management, LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,946,408,500,000.00 | ||||||||
| 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)
9.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 54,876,251,778,811 Shares outstanding comprised of (i) 54,730,851,778,811 Shares outstanding as of February 18, 2026 (according to the Issuer's Form 6-K as filed with the Securities and Exchange Commission on February 19, 2026), and (ii) 145,400,000,000 Shares issuable upon conversion of certain warrants that the Issuer is contractually obligated to issue to certain of the reporting persons. Except as described in the preceding sentence, all Shares for the holdings of the reporting persons reported in this Schedule 13G are as of the opening of the market on February 27, 2026. CUSIP number 05501U403 reported on the cover page above and in Item 2(e) below applies to the unrestricted class of the Issuer's American Depository Shares ("ADSs"), which formerly traded over-the-counter. The reporting persons also own the Issuer's restricted ADSs, CUSIP number 05501U502. There are other classes of the Issuer's ADSs with different CUSIP numbers. The various CUSIPs may represent different numbers of common shares of the Issuer. The reporting persons also own warrants exchangeable for Issuer's common shares. The shared voting power and shared dispositive numbers reported herein represent the aggregate common share equivalent holdings of the various ADSs and the warrants beneficially owned by the reporting persons. All references to "Shares" herein mean common shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | 05501U403 |
| 1 | Names of Reporting Persons
Readystate Master Fund, 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
4,385,820,500,000.00 | ||||||||
| 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)
8.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 05501U403 |
| 1 | Names of Reporting Persons
Readystate Strategic Opportunities Master Fund 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
560,588,000,000.00 | ||||||||
| 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)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 05501U403 |
| 1 | Names of Reporting Persons
Ryan Garino | ||||||||
| 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
4,946,408,500,000.00 | ||||||||
| 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)
9.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| CUSIP No. | 05501U403 |
| 1 | Names of Reporting Persons
David Grossman | ||||||||
| 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
4,946,408,500,000.00 | ||||||||
| 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)
9.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
AZUL SA | |
| (b) | Address of issuer's principal executive offices:
AV. MARCOS PENTEADO ULHOA RODRIGUES, NO. 939, 9 FLOOR, ED. JATOBA, BARUERI, BRAZIL 06460-040. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by Readystate Asset Management, LP ("RSAM"), Readystate Master Fund, Ltd. ("RSMF"), Readystate Strategic Opportunities Master Fund Ltd. ("RSSO"), Mr. David Grossman and Mr. Ryan Garino (collectively with RSAM, RSMF, RSSO and Mr. Grossman, the "Reporting Persons") with respect to the Shares of the above-named Issuer. Such owned Shares may include other instruments exercisable for or convertible into Shares as well as ADSs representing Shares. RSAM is the investment manager of RSMF and RSSO and holds voting and investment power over RSMF and RSSO's investments. Mr. Grossman and Mr. Garino are Managing Partners of RSAM, and may be deemed to indirectly beneficially own the securities reported. Each of Mr. Grossman and Mr. Garino disclaim beneficial ownership of the securities beneficially owned by RSAM, RSMF and RSSO, except to the extent of his pecuniary interest therein. | |
| (b) | Address or principal business office or, if none, residence:
360 N Green Street, Suite 1400, Chicago, IL 60607. | |
| (c) | Citizenship:
Readystate Asset Management, LP is organized as a limited partnership under the laws of the State of Delaware. Each of Readystate Master Fund, Ltd. and Readystate Strategic Opportunities Master Fund Ltd. is organized as an exempted company under the laws of the Cayman Islands. Mr. Grossman and Mr. Garino are U.S. citizens. | |
| (d) | Title of class of securities:
Common Shares (the "Shares"); the CUSIP relates to American depository shares | |
| (e) | CUSIP No.:
05501U403 | |
| 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);
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| (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);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
1. Readystate Asset Management, LP may be deemed to beneficially own 4,946,408,500,000 Shares. 2. Readystate Master Fund, Ltd. may be deemed to beneficially own 4,385,820,500,000 Shares. 3. Readystate Strategic Opportunities Master Fund Ltd. may be deemed to beneficially own 560,588,000,000 Shares. 4. Mr. Grossman may be deemed to beneficially own 4,946,408,500,000 Shares. 5. Mr. Garino may be deemed to beneficially own 4,946,408,500,000 Shares. | |
| (b) | Percent of class:
1. The number of Shares that Readystate Asset Management, LP may be deemed to beneficially own constitutes 9.0% of the Shares outstanding. 2. The number of Shares that Readystate Master Fund, Ltd. may be deemed to beneficially own constitutes 8.0% of the Shares outstanding. 3. The number of Shares that Readystate Strategic Opportunities Master Fund Ltd. may be deemed to beneficially own constitutes 1.0% of the Shares outstanding. 4. The number of Shares that Mr. Grossman may be deemed to beneficially own constitutes 9.0% of the Shares outstanding. 5. The number of Shares that Mr. Garino may be deemed to beneficially own constitutes 9.0% of the Shares outstanding. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
1. Readystate Asset Management, LP: 0 2. Readystate Master Fund, Ltd.: 0 3. Readystate Strategic Opportunities Master Fund Ltd.: 0 4. Mr. Grossman: 0 5. Mr. Garino: 0 | ||
| (ii) Shared power to vote or to direct the vote:
1. Readystate Asset Management, LP: 4,946,408,500,000 2. Readystate Master Fund, Ltd.: 4,385,820,500,000 3. Readystate Strategic Opportunities Master Fund Ltd.: 560,588,000,000 4. Mr. Grossman: 4,946,408,500,000 5. Mr. Garino: 4,946,408,500,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1. Readystate Asset Management, LP: 0 2. Readystate Master Fund, Ltd.: 0 3. Readystate Strategic Opportunities Master Fund Ltd.: 0 4. Mr. Grossman: 0 5. Mr. Garino: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
1. Readystate Asset Management, LP: 4,946,408,500,000 2. Readystate Master Fund, Ltd.: 4,385,820,500,000 3. Readystate Strategic Opportunities Master Fund Ltd.: 560,588,000,000 4. Mr. Grossman: 4,946,408,500,000 5. Mr. Garino: 4,946,408,500,000 | ||
| 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
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| 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
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| 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 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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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement |