By Brazil Stock Guide – Gol Linhas Aéreas Inteligentes is offering minority investors an exit at a roughly 10% premium to the latest market price, capping a long restructuring process that diluted shareholders by more than 90% over the course of the airline’s court-supervised recovery. The tender offer prices the company’s preferred shares at R$ 11.45 per lot of 1,000 shares, compared with a closing price of R$ 10.37 on Thursday, clearing the path for Gol to exit B3’s Level 2 corporate governance segment.
The offer, launched by Gol Investment Brasil and intermediated by BTG Pactual, targets virtually all preferred shares still in circulation. It comes after a sweeping debt-to-equity conversion completed in 2025, when Gol capitalized more than R$ 12 billion in liabilities, dramatically reshaping its shareholder base. As a result, the controlling entity now owns about 99.97% of the common shares and more than 99% of the preferred stock, leaving less than 1% of the preferred shares in free float.
Gol argues that the offer price exceeds the R$ 10.13 per lot economic value estimated by Apsis Consultoria Empresarial in an independent discounted cash-flow valuation commissioned for the transaction. The company says the premium complies with Brazilian takeover rules governing exits from enhanced governance segments and reflects potential upside scenarios identified in the appraisal. In regulatory terms, the bid satisfies the formal requirements for a Level 2 exit.
For minority investors, however, the context is harder to ignore. Since the start of Gol’s judicial recovery, successive capital increases, debt conversions and balance-sheet maneuvers have steadily transferred economic ownership from equity holders to creditors. The cumulative effect was a dilution of well over 90%, leaving the remaining shares thinly traded and priced below B3’s minimum thresholds, traded in lots of 1,000 units rather than on a per-share basis.
Against that backdrop, the 10% premium looks less like compensation for long-term risk and more like a technical closing point to a process in which most of the value migration had already occurred. The tender offer will be executed through a B3 auction scheduled for Feb. 19, with settlement two business days later. For Gol, it represents a governance clean-up after a brutal restructuring. For minority holders, it formalizes an exit from an equity story that was effectively rewritten years before the bid itself.
How to do?
In parallel with the tender offer, Gol has published a practical guide outlining how minority shareholders can tender their GOLL54 preferred shares in the auction tied to the company’s exit from B3’s Level 2 governance segment. Participation in the offer is not automatic and requires action by investors through their brokerage firms, the airline said.
Shareholders must hold an active account with a broker authorized to operate on B3 and formally request enrollment in the auction by Feb. 18. The process includes updating registration details, submitting standard identification documents when required and authorizing the transfer of the preferred shares to a specific custody account used exclusively for the offer. Shares that are blocked or pledged cannot be tendered.
The company confirmed that the offer price will be R$ 11.45 per lot of 1,000 preferred shares, with payment made in cash two business days after the auction, directly to the investor’s brokerage account. The auction itself is scheduled for Feb. 19, with settlement on Feb. 23.
Gol cautioned that investors who choose not to sell will face important consequences. Following the exit from Level 2, the preferred shares would migrate to B3’s basic listing segment, where liquidity is expected to be materially lower. Subsequently, as part of the approved corporate reorganization, Gol Linhas Aéreas Inteligentes S.A. will be merged into Gol Linhas Aéreas S.A., turning remaining shareholders into minority owners of a closely held company, whose shares will no longer be traded on the exchange.
The airline added that investors who skip the auction will still have a final 30-day window after settlement to sell their shares at the same offer price, adjusted by the Selic rate on a pro rata basis. After that period, there will be no organized market for the shares, making monetization significantly more difficult.
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