SCHEDULE: Readystate Group Discloses 9% Stake in AZUL SA

Readystate Asset Management and affiliated entities have disclosed a 9.0% beneficial ownership stake in AZUL SA, including common shares and warrants.

Summary

• Readystate Asset Management, LP, along with Readystate Master Fund, Ltd., Readystate Strategic Opportunities Master Fund Ltd., and managing partners David Grossman and Ryan Garino (collectively, the 'Reporting Persons'), have jointly filed a Schedule 13G.
• The Reporting Persons collectively beneficially own 4,946,408,500,000 common shares of AZUL SA, representing 9.0% of the class outstanding.
• This ownership includes common share equivalents from various American Depository Shares (ADSs) and warrants exchangeable for common shares.
• The percentage of class is based on 54,876,251,778,811 total shares outstanding, which includes 54,730,851,778,811 shares as of February 18, 2026, and 145,400,000,000 shares issuable from warrants.
• Readystate Asset Management, LP, Mr. Grossman, and Mr. Garino each report 9.0% beneficial ownership, while Readystate Master Fund, Ltd. reports 8.0% and Readystate Strategic Opportunities Master Fund Ltd. reports 1.0%.
• All Reporting Persons hold shared voting and dispositive power over their respective beneficially owned shares.
• The securities were not acquired for the purpose of changing or influencing control of AZUL SA, nor in connection with any transaction having that purpose or effect, other than activities solely related to a nomination under Rule 14a-11.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as a significant stake by an institutional investor group typically indicates a belief in the company's value or potential, even if the stated purpose is passive.

Positives

• A significant institutional investor group, Readystate, has taken a substantial 9.0% stake in AZUL SA, potentially signaling confidence in the company's long-term prospects.
• The inclusion of warrants in the beneficial ownership calculation suggests a strategic long-term interest and potential for increased equity participation.

Negatives

• NA

Risks

• The filing itself does not detail specific risks of AZUL SA, but rather discloses a significant ownership stake. The inherent risks of AZUL SA's business operations and market conditions remain relevant for investors.

Future Outlook

The filing does not contain forward-looking statements or guidance from AZUL SA or the Reporting Persons regarding the company's future performance or strategic direction, beyond the statement that the securities were not acquired for the purpose of changing or influencing control.

Industry Context

StockSavvy.ai notes that a significant stake acquisition by an investment manager like Readystate Asset Management can often be interpreted as a vote of confidence in the issuer's business model or future prospects within its industry. For AZUL SA, an airline company, such an investment could signal a belief in the recovery or growth trajectory of the travel sector, or specific strategic advantages held by AZUL SA in its operating markets.

Comparison to Industry Standards

• A 9.0% beneficial ownership stake is a substantial position for an institutional investor, often placing them among the top shareholders. For comparison, activist investors typically seek stakes above 5% to gain influence, while passive institutional investors may hold similar or larger positions without seeking control.
• In the airline industry, major institutional holdings are common, reflecting the capital-intensive nature and cyclicality of the sector. For instance, major airlines like Delta Air Lines or Southwest Airlines often have significant stakes held by large asset managers such as Vanguard, BlackRock, or Capital Group, which can range from 5% to over 10%.

Stakeholder Impact

• Shareholders: The disclosure of a new significant shareholder group could be viewed positively, potentially increasing investor confidence and liquidity. It also introduces a large, potentially influential, stakeholder.
• Management: Management will be aware of a new large shareholder, which could lead to increased scrutiny or engagement, even if the stated purpose is passive.

Key Dates

Recommendation

The filing indicates a significant institutional investment in AZUL SA, which is generally a positive signal. However, as a Schedule 13G, it is a passive disclosure and does not provide new operational or financial performance data. While the presence of a large investor can be reassuring, it doesn't fundamentally alter the company's underlying business prospects or current valuation. Therefore, a 'hold' recommendation is appropriate, suggesting investors maintain their current positions while monitoring future developments and the company's operational performance.

Keywords

AZUL SA, Readystate Asset Management, Schedule 13G, Beneficial Ownership, Institutional Investor, Common Shares, American Depository Shares, Warrants, Equity Stake, SEC Filing