If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10, and 11: Excludes up to 716,372,446,058 Shares (as defined below) issuable to United Airlines, Inc. ("United") upon exercise by United of certain United Warrants (as defined below). The United Warrants are exercisable on the terms and conditions set forth therein, including obtaining certain regulatory approvals. Row 13: This percentage is based on a total of 54,730,851,778,811 Shares issued and outstanding immediately after completion of Azul's reorganization process and following the issuance and sale of certain Shares being offered in connection with such reorganization, as reported by the Issuer on a Form 6-K released on February 20, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10, and 11: Excludes up to 716,372,446,058 Shares issuable to United upon exercise by United of certain United Warrants. The United Warrants are exercisable on the terms and conditions set forth therein, including obtaining certain regulatory approvals. Row 13: This percentage is based on a total of 54,730,851,778,811 Shares issued and outstanding immediately after completion of Azul's reorganization process and following the issuance and sale of certain Shares being offered in connection with such reorganization, as reported by the Issuer on a Form 6-K released on February 20, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 13: This percentage is based on a total of 54,730,851,778,811 Shares issued and outstanding immediately after completion of Azul's reorganization process and following the issuance and sale of certain Shares being offered in connection with such reorganization, as reported by the Issuer on a Form 6-K released on February 20, 2026.


SCHEDULE 13D


 
United Airlines Holdings, Inc.
 
Signature:/s/ Michael Leskinen
Name/Title:Michael Leskinen, Executive Vice President and Chief Financial Officer
Date:02/27/2026
 
United Airlines, Inc.
 
Signature:/s/ Michael Leskinen
Name/Title:Michael Leskinen, Executive Vice President and Chief Financial Officer
Date:02/27/2026
 
CALFINCO Caymans Ltd.
 
Signature:/s/ Michael Leskinen
Name/Title:Michael Leskinen, Executive Vice President
Date:02/27/2026

 

SCHEDULE A

 

The following sets forth information concerning the executive officers and directors of UAL, United and CALFINCO as of February 20, 2026, in response to Item 2 and Instruction C to Schedule 13D. Capitalized terms used herein have the meanings assigned thereto in the Schedule 13D to which this Schedule A relates. The principal address of each of the executive officers and directors of UAL, United and CALFINCO is 233 South Wacker Drive, Chicago, IL, 60606. Each of the executive officers and directors of UAL, United and CALFINCO is a citizen of the United States unless otherwise indicated.

 

UNITED AIRLINES HOLDINGS, INC. – BOARD OF DIRECTORS

 

Name and Position Present Principal Occupation or Employment
Edward M. Philip
Chairman and Independent Director
Former Chief Operating Officer, Partners in Health
Rosalind Brewer
Independent Director
Special Advisor and Former CEO, Walgreens Boots Alliance, Inc.; Interim President, Spelman College
Michelle Freyre
Independent Director
Global Brand President, Clinique and Origins, The Estee Lauder Companies, Inc.
Matthew Friend
Independent Director
Executive Vice President and Chief Financial Officer, NIKE, Inc.
Barney Harford1
Independent Director
Former Chief Operating Officer, Uber Technologies, Inc.; Former Chief Executive Officer, Orbitz Worldwide, Inc.
Michele J. Hooper
Independent Director
President and Chief Executive Officer, The Directors’ Council
Walter Isaacson
Independent Director
Professor of History, Tulane University; Advisory Partner, Perella Weinberg Partners
Richard Johnsen
Director
Air Transport Territory General Vice President, International Association of Machinists and Aerospace Workers
Scott Kirby
Director and Chief Executive Officer
Chief Executive Officer, United Airlines Holdings, Inc.
Captain Brian Noyes
Director
Master Chair, United Airlines Master Executive Council, ALPA
Edward L. Shapiro
Independent Director
Former Managing Partner, PAR Capital Management, Inc.; Managing Trustee, The Shapiro Foundation
Laysha Ward
Independent Director
Former EVP and Chief External Engagement Officer, Target Corporation
James M. Whitehurst
Independent Director
Managing Director, Silver Lake; Executive Chair, Unity Software Inc.

 

UNITED AIRLINES HOLDINGS, INC. – EXECUTIVE OFFICERS

 

Name Title
Torbjorn J. Enqvist Executive Vice President and Chief Operations Officer
Kate Gebo Executive Vice President Human Resources and Labor Relations
Brett J. Hart President
Scott Kirby Chief Executive Officer
Michael Leskinen Executive Vice President and Chief Financial Officer
Andrew Nocella Executive Vice President and Chief Commercial Officer

 

 

 

 

UNITED AIRLINES, INC. – BOARD OF DIRECTORS

 

Name and Position Present Principal Occupation or Employment
Brett J. Hart
Director
President
Scott Kirby
Director
Chief Executive Officer
Michael Leskinen
Director
Executive Vice President and Chief Financial Officer

 

UNITED AIRLINES, INC. – EXECUTIVE OFFICERS

 

Name Title
Torbjorn J. Enqvist Executive Vice President and Chief Operations Officer
Kate Gebo Executive Vice President Human Resources and Labor Relations
Brett J. Hart President
Scott Kirby Chief Executive Officer
Michael Leskinen Executive Vice President and Chief Financial Officer
Andrew Nocella Executive Vice President and Chief Commercial Officer

 

CALFINCO CAYMANS LTD. – BOARD OF DIRECTORS

 

Name and Position Present Principal Occupation or Employment
Brett J. Hart
Director
President, United Airlines Holdings, Inc.
Michael Leskinen
Director
Executive Vice President and Chief Financial Officer, United Airlines Holdings, Inc.
Andrew Nocella
Director
Executive Vice President and Chief Commercial Officer, United Airlines Holdings, Inc.

 

CALFINCO CAYMANS LTD. – EXECUTIVE OFFICERS

 

Name Title
Brett J. Hart President
Michael Leskinen Executive Vice President
John Gebo Senior Vice President
J. Eric Harder Treasurer

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as any and all future amendments thereto (including amendments on Schedule 13G), shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934.

 

February 27, 2026

 

  United Airlines Holdings, Inc.
   
  By: /s/ Michael Leskinen
    Name: Michael Leskinen
    Title: Executive Vice President and Chief Financial Officer

 

  United Airlines, Inc.
   
  By: /s/ Michael Leskinen
    Name: Michael Leskinen
    Title: Executive Vice President and Chief Financial Officer

 

  CALFINCO Caymans, Ltd.
   
  By: /s/ Michael Leskinen
    Name: Michael Leskinen
    Title: Executive Vice President