Citibank/ADR Files F-6 POS for Azul S.A.

TL;DR

Citibank/ADR filed F-6 POS for Azul S.A. on 4/3/26. ADR related.

AI Summary

Citibank, N.A./ADR, acting as the filer, has submitted a Post-effective Amendment (Form F-6 POS) on April 3, 2026. This filing relates to Azul S.A., an air transportation company. The filing includes exhibits such as EX-99.(A)(I) and EX-99.(A)(II).

Why It Matters

This filing indicates a regulatory step for Azul S.A.'s American Depositary Receipts, potentially impacting their trading and investor relations in the US market.

Risk Assessment

Risk Level: low — This is a routine regulatory filing for American Depositary Receipts and does not appear to indicate significant new risks for the company.

Key Players & Entities

• Citibank, N.A./ADR (company) — Filer
• Azul S.A. (company) — Subject Company
• 0001193805-26-000403 (filing_id) — Accession Number
• 2026-04-03 (date) — Filing Date

FAQ

Filing Documents

• e665325_f6pos-azul.htm (F-6 POS) — 54KB
• e665325_ex99-ai.htm (EX-99.(A)(I)) — 196KB
• e665325_ex99-aii.htm (EX-99.(A)(II)) — 185KB
• 0001193805-26-000403.txt ( ) — 437KB

DESCRIPTION

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED Item Number and Caption Location in Form of American Depositary Receipt (“ Receipt ”) Filed Herewith as Prospectus 1. Name of Depositary and address of its principal executive office Face of Receipt - Introductory Article. 2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center. Terms of Deposit: (i) The amount of deposited securities represented by one American Depositary Share (“ ADSs ”) Face of Receipt - Upper right corner. (ii) The procedure for voting, if any, the deposited securities Reverse of Receipt - Paragraphs (17) and (18). (iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (15). (iv) The transmission of notices, reports and proxy soliciting material Face of Receipt - Paragraph (14); Reverse of Receipt - Paragraph (18). (v) The sale or exercise of rights Reverse of Receipt – Paragraphs (15) and (17). (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (15) and (17). (vii) Amendment, extension or termination of the deposit agreement Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions). (viii) Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs Face of Receipt - Paragraph (14). (ix) Restrictions upon the right to deposit or withdraw the underlying securities Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10). I-1 Item Number and Caption Location in Form of American Depositary Receipt (“ Receipt ”) Filed Herewith as Prospectus (x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21). 3. Fees and charges which may be imposed directl

EXHIBITS

Item 3. EXHIBITS (a)(i) Form of Amendment No. 2 to Deposit Agreement, by and among Azul S.A. (the “ Company ”), Citibank, N.A., as depositary (the “ Depositary ”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ___ Filed herewith as Exhibit (a)(i). (a)(ii) Amendment No. 1 to Deposit Agreement, dated as of February 11, 2026, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ___ Filed herewith as Exhibit (a)(ii). (a)(iii) Deposit Agreement, dated as of January 5, 2026, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“ Deposit Agreement ”). ___ Previously filed as Exhibit (a)(ii) to the Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (Reg. No. 333-292373) filed on January 26, 2026, and incorporated herein by reference. (b)(i) Omnibus Restricted ADS Letter Agreement, dated as of January 5, 2026, by and between the Company and the Depositary. ___ Previously filed as Exhibit (b)(i) to the Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (Reg. No. 333-292373) filed on January 26, 2026, and incorporated herein by reference. (b)(ii) Letter Agreement, dated as of January 5, 2026, by and between the Company and the Depositary, with respect to the Public Equitization Offer by the Company in the context of the Joint Chapter 11 Plan of Reorganization of the Company. ___ Previously filed as Exhibit (b)(ii) to the Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (Reg. No. 333-292373) filed on January 26, 2026, and incorporated herein by reference. (b)(iii) Equitization Restricted ADS Series Supplement, dated as of January 5, 2026, by and between the Company and the Depositary, with respect to the Public Equitization Offer by the Company in the context of the Joint Chapter 11 Pl

UNDERTAKINGS

Item 4. UNDERTAKINGS (a) The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. (b) If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule. II-2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, by and among Azul S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, as amended, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 3rd day of April, 2026. Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive two (2) common shares of Azul S.A. CITIBANK, N.A., solely in its capacity as Depositary By: /s/ Joseph Connor Name: Joseph Connor Title: Attorney-in-Fact II-3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Azul S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in São Paulo, Brazil, on April 3, 2026. AZUL S.A. By: /s/ John Peter Rodgerson Name: John Peter Rodgerson Title: Chief Executive Officer II-4 Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on April 3, 2026. Signature Title /s/ John Peter Rodgerson Chief Executive Officer and Director John Peter Rodgerson (Principal Executive Officer and Director) * Chief Financial and Investor Relations Officer Alexandre Wagner Malfitani (Principal Financial Officer) * Controller Ricardo Luiz Temer Mariano (Principal Accounting Officer/Controller) * Chairman David Gary Neeleman * Director Sérgio Eraldo de Salles Pinto * Director Gilberto de Almeida Peralta * Director Daniella Marques Consentino * Director Renata Faber Rocha Ribeiro * Director Patrick Wayne Quayle * By: /s/ John Peter Rodgerson Name: John Peter Rodgerson Title: Attorney-in-fact II-5 SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 in New York, New York on April 3, 2026. Cogency Global Inc. /s/ Colleen A. De Vries Name: Colleen A. De Vries Title: Senior Vice-President on behalf of Cogency Global Inc. II-6 Index to Exhibits Exhibit Document Sequential

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