SCHEDULE: Neeleman Parties Exit AZUL SA, Ownership Below 5%

David Neeleman and Saleb II Founder 1 LLC have ceased to be beneficial owners of more than five percent of AZUL SA's common shares following significant share issuances and corporate actions.

Summary

• David Neeleman and Saleb II Founder 1 LLC (the "Neeleman Parties") are no longer beneficial owners of more than five percent of AZUL SA's Common Shares.
• This filing serves as an "exit filing" for the Neeleman Parties, indicating they no longer meet the 5% reporting threshold.
• The "group" among the Neeleman Parties and other previously reported parties has dissolved due to the termination of a Support Agreement on January 12, 2026.
• Their ownership was significantly diluted by several corporate actions, including a conversion of all preferred shares into common shares, a reverse stock split, and two large share issuances in January and February 2026.
• The Neeleman Parties did not acquire any shares in the 2026 Issuances.
• David Neeleman beneficially owns 25,958,221 Common Shares, representing less than 0.01% of the outstanding shares.
• Saleb II Founder 1 LLC beneficially owns 123,551 Common Shares, also representing less than 0.01% of the outstanding shares.
• The total outstanding common shares of AZUL SA were 54,730,851,778,811 as of February 24, 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as primarily a procedural "exit filing" for the Neeleman Parties due to significant dilution. While negative for their individual stake, the underlying corporate actions (capital raise, capital structure simplification) could be seen as positive for the company's long-term stability, though the filing itself doesn't provide enough context to fully assess the company's health.

Positives

• The company successfully completed significant share issuances (January 2026 Issuance and February 2026 Issuance) which likely raised substantial capital for the Issuer.
• The conversion of all Preferred Shares into Common Shares simplifies the company's capital structure.

Negatives

• The Neeleman Parties' beneficial ownership in AZUL SA has been significantly diluted to less than 0.01% of the outstanding common shares.
• The termination of the Support Agreement, Shareholders' Agreement, and Supplemental Shareholders' Agreement indicates a cessation of formal influence or control by the Neeleman Parties.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that significant capital raises and capital structure adjustments, such as share conversions and reverse splits, are common strategies for airlines like AZUL SA to manage debt, improve liquidity, or fund expansion, especially in a dynamic post-pandemic environment. The dilution of a founding shareholder's stake often accompanies such large-scale corporate finance activities.

Comparison to Industry Standards

• StockSavvy.ai observes that large-scale share issuances leading to significant dilution, while impactful for individual shareholders, are not uncommon in industries requiring substantial capital, such as aviation. For instance, other airlines globally have undertaken similar capital restructuring efforts to shore up balance sheets or fund fleet modernizations.
• Specific comparable companies or projects are not detailed in the filing, but the magnitude of the issuances suggests a significant financial event for AZUL SA.

Corporate Governance

Stakeholder Impact

• Shareholders: Existing shareholders (including the Neeleman Parties) experienced significant dilution due to the large share issuances. The conversion of preferred shares and reverse stock split also altered the capital structure.
• Company (AZUL SA): The significant share issuances likely provided substantial capital, potentially strengthening the company's financial position and supporting its operations or strategic initiatives.

Key Dates

Recommendation

This filing primarily details a change in beneficial ownership for specific parties due to corporate actions (capital raise, capital structure simplification). While the dilution is significant for the reporting parties, the underlying capital raise could be a positive for the company's financial health. Without more comprehensive financial data from the company itself, a definitive "buy" or "sell" is premature. A "hold" recommendation is appropriate as investors would need to assess the full implications of the capital raise and the company's overall financial performance.

Keywords

AZUL SA, Schedule 13D/A, beneficial ownership, share dilution, capital raise, common shares, preferred shares conversion, reverse stock split, David Neeleman, Saleb II Founder 1 LLC, exit filing