Azul SA ADR美股招股说明书(2026-07-06版)

Up to 363,050,536 common shares, including in the form of ADSs, andup to 9,383,899 common shares, including in the form of ADSs, issuable upon exercise of Warrants This prospectus supplement (this “Prospectus Supplement”) is being filed with the U.S. Securities and Exchange Commission (the“SEC”) to update, amend and supplement the information contained in the prospectus of Azul S.A. (“Azul” or the “Company”), datedJuly 1, 2026 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement onForm F-1 (Registration No. 333-295577) as filed with the SEC, including the documents incorporated by reference therein (the“Registration Statement”), with the information set forth in this Prospectus Supplement. Capitalized terms used in this ProspectusSupplement and not otherwise defined herein have the meanings ascribed to them in the Prospectus. The Prospectus relates to the offer and resale, from time to time, by the selling shareholders named in the Prospectus and certainunnamed selling shareholders, if and when set forth in a post-effective amendment to the Registration Statement (together, the “SellingShareholders”), or their respective donees, pledgees, transferees or other successors in interest selling securities received after thedate of the Prospectus from a Selling Shareholder as a gift, pledge, partnership distribution or other transfer, of up to 372,434,435common shares, without par value (“common shares”), of the Company, including common shares in the form of Americandepositary shares (“ADSs”). Each ADS represents two common shares and may be evidenced by an American depositary receipt, ormay be held in uncertificated form. This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto and anydocuments incorporated by reference therein. This Prospectus Supplement should be read in conjunction with the Prospectus and ifthere is any inconsistency between the information in the Prospectus (including the documents incorporated by reference therein) andthis Prospectus Supplement, you should rely on the information in this Prospectus Supplement. The information contained in theProspectus (including any documents incorporated by reference therein) is deemed to be modified and superseded to the extent thatinformation contained in this Prospectus Supplement modifies or supersedes such information. Any statement in the Prospectus that ismodified or superseded hereby is not deemed to constitute a part of the Prospectus, except as modified or superseded by thisProspectus Supplement. We may further amend or supplement the Prospectus and the information in this Prospectus Supplement from time to time by filingamendments to the Registration Statement or other supplements to the Prospectus, as required. You should read the entire Prospectus(including the documents incorporated by reference therein), this Prospectus Supplement, any amendments to the RegistrationStatement and any subsequent supplements to the Prospectus carefully before you make an investment decision with respect to theADSs or the common shares. Our common shares are listed on the Level 2 (Nível 2) segment of B3 S.A.—Brasil, Bolsa, Balcão (“B3”) under the symbol “AZUL3.”Our ADSs are listed on NYSE American LLC (“NYSE American”) under the symbol “AZUL.” On July 2, 2026, the last reported saleprice of our ADSs as reported on NYSE American was US$8.82 per ADS, equivalent to US$4.41 per Common Share. On July 2,2026, the closing price of our common shares as reported on B3 was R$22.88 per Common Share (the U.S. dollar equivalent ofUS$4.40 per common share, based on the exchange rate reported by the Central Bank of Brazil (Banco Central do Brasil) of R$5.1945to US$1.00, equivalent to US$8.81 per ADS because each ADS represents two common shares). Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 16 of the Prospectus, and the risksdescribed in the documents incorporated by reference into the Prospectus, including the risks described under “Item 3. KeyInformation—D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2025, to read about factors youshould consider before investing in our common shares, including in the form of ADSs. Neither the SEC, the Brazilian Securities Commission (Comissão de Valores Mobiliários), nor any state securities commissionhas approved or disapproved of these securities or determined if the Prospectus or this Prospectus Supplement is truthful orcomplete. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement is July 6, 2026. Azul to List on the NYSE and Voluntarily Delist from NYSE American On July 6, 2026, Azul announced that its ADSs and the common shares represented thereby hav