Business Context and Reporting Period
Company: Azul S.A.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: February 18, 2026
Context: The filing announces the results of a Primary Public Offering of Common Shares and the approval of a share capital increase. This transaction is a critical component of the Company's restructuring plan under Chapter 11 of the United States Bankruptcy Code.
Key Financial Metrics and Capital Structure
- Offering Proceeds: R$5.0 billion aggregate subscription price.
- Shares Issued: 45,477,707,683,900 new common shares.
- Price Per Share: R$0.000109656646388772000.
- New Share Capital: R$21,756,852,177.39.
- Total Common Shares Outstanding: 54,730,851,778,811 (post-offering and post-reverse split).
- Reverse Split Ratio: 75 shares to 1 share (approved February 12, 2026).
Note: The filing does not provide specific values for revenue, profit, cash flow, operating margins, or existing debt levels. The primary financial focus is on the capital raise and debt capitalization.
Material Changes and Restructuring Actions
- Capital Increase: Board of Directors approved a significant increase in share capital to facilitate the Offering.
- Reverse Split: A 75-for-1 reverse split was approved to adjust the share count prior to the Offering settlement.
- Debt Capitalization: The Offering is intended to capitalize debt arising from Debtor in Possession (DIP) financing as part of the Chapter 11 Plan.
- Shareholder Rights: Existing shareholders were granted priority rights to subscribe on a pro rata basis (Priority Offering). ADR holders are not entitled to participate in the Priority Offering unless they qualify as professional investors and invest directly in Brazil.
Outlook, Risks, and Management Commentary
- Purpose of Funds: Proceeds will support the implementation of the Chapter 11 restructuring plan and capitalize DIP financing debt.
- Regulatory Status: The Offering is conducted under the automatic registration procedure in Brazil (CVM Resolution No. 160). It is not registered under the U.S. Securities Act of 1933.
- Restrictions: Shares and ADRs may not be offered or sold within the United States or to U.S. persons except pursuant to specific exemptions.
- Future Updates: The Company will provide progress updates via the CVM, B3, and its investor relations website.
Investor Verification Checklist
- Verify the final settlement date of the Offering and the Reverse Split.
- Confirm the specific terms of the debt capitalization from DIP financing included in the Chapter 11 Plan.
- Review the full Chapter 11 Plan documents to understand the treatment of existing creditors and equity holders.
- Check for any subsequent filings regarding the actual cash proceeds received versus the R$5.0 billion target.
- Monitor the Company's liquidity position post-restructuring to assess operational runway.