Azul S.A. Announces Launch of Primary Public Offering of Common and Preferred Shares

Azul S.A. has announced the launch of a primary public offering of newly issued common and preferred shares. This offering is a key component of the Company's restructuring plan under Chapter 11 of the United States Bankruptcy Code. The primary goal is to facilitate the mandatory capitalization of certain outstanding debts through the issuance of equity, including the equitization of senior secured notes as per the approved restructuring terms. Existing shareholders will be given priority rights to subscribe for shares on a pro rata basis, in compliance with Brazilian regulations. Any unsubscribed shares may be allocated to professional investors in Brazil. Concurrently, a private placement of shares, in the form of ADRs, and warrants will be conducted abroad for certain creditor entities benefiting the Company's noteholders. These transactions are structured to be exempt from registration under the U.S. Securities Act of 1933. ADR holders are not eligible to participate in the priority offering unless they qualify as professional investors and invest directly in shares in Brazil. The offering has not been registered under the U.S. Securities Act, and the shares, ADRs, and warrants are subject to transfer restrictions within the United States.