American Airlines Group Inc. and its subsidiary American Airlines, Inc. filed a Schedule 13D with the SEC on October 26, 2026, disclosing the exercise of warrants to purchase 31,838,775 common shares of Azul S.A. on October 20, 2026.

Key Highlights

  • Warrant exercise: The reporting persons exercised warrants to purchase 31,838,775 common shares of Azul S.A. on October 20, 2026.
  • Aggregate exercise price: The total amount paid for the warrant exercise was $100.0 million, funded from working capital.
  • Resulting ownership: Both American Airlines Group Inc. and American Airlines, Inc. each report beneficial ownership of 31,838,775 common shares, representing 7.9% of the class.
  • Voting and dispositive power: Both reporting persons report 0 shares with sole voting or dispositive power, and 31,838,775 shares with shared voting and shared dispositive power.
  • Security covered: The shares are common shares, no par value, of Azul S.A., a Brazilian company; the related CUSIP (05501U601) covers the issuer's American Depositary Shares, each representing two common shares.
  • Relationship between filers: American Airlines, Inc. is a wholly owned subsidiary of American Airlines Group Inc., both organized under the laws of the State of Delaware.

American Airlines Group Discloses 7.9% Stake in Azul S.A. After Warrant Exercise

According to the Schedule 13D filing, American Airlines Group Inc. ("AAG") and its wholly owned subsidiary American Airlines, Inc. exercised warrants on October 20, 2026, acquiring 31,838,775 common shares of Azul S.A. The aggregate exercise price paid was $100.0 million, with the filing noting that the reporting persons used working capital as the source of funds.

The filing discloses that neither reporting person holds sole voting or dispositive power over any of the shares. Instead, both AAG and American Airlines, Inc. each report 31,838,775 shares under shared voting power and shared dispositive power, representing 7.9% of the class of common shares. The filing notes that CUSIP 05501U601 corresponds to the issuer's American Depositary Shares, each ADS representing two common shares, while the common shares themselves are not separately registered and do not carry a CUSIP.

Regarding future intentions, the filing states that the reporting persons "intend to review their investment in the Issuer on a continuing basis" and may acquire additional securities, retain or sell shares, or engage in discussions with management, the board of directors, or other securityholders. The filing further discloses that such discussions could involve consideration of extraordinary corporate transactions, including mergers, reorganizations, security offerings, stock repurchases, asset sales or acquisitions, or changes to capitalization, dividend policy, management, or board composition. The filing characterizes these as possibilities under review and not as current plans or proposals.

What Was Disclosed

American Airlines Group Inc. and American Airlines, Inc. filed a Schedule 13D reporting the October 20, 2026 exercise of warrants for 31,838,775 common shares of Azul S.A. at an aggregate cost of $100.0 million, resulting in 7.9% beneficial ownership of the class.