Azul S.A. (NYSE: AZLUD) plans 150,000:1 reverse split and new B3 ticker

Rhea-AI Filing Summary

Azul S.A. reports that shareholders approved a major reverse stock split, combining 150,000 existing common shares into one new share, with no change to total share capital. The reverse split becomes effective on April 20, 2026.

Shareholders whose holdings are not multiples of 150,000 may adjust positions via market trades on B3 until April 17, 2026. After the split, Azul’s shares will trade only on a post-split basis, the standard lot will change from 1,000,000 to 100 shares, and the B3 ticker will switch from AZUL53 to AZUL3.

Insights

Equity analyst

Azul’s 150,000:1 reverse split restructures its share count without changing total equity value.

Azul S.A. is consolidating 150,000 existing common shares into one new share while keeping overall share capital unchanged. This type of action is typically aimed at adjusting the trading price and share structure rather than altering the company’s underlying business.

Shareholders have until April 17, 2026 to trade into blocks that are multiples of 150,000 on B3 if they wish to avoid ending up with fractional holdings after the effective date on April 20, 2026. The standard trading lot will fall to 100 shares and the B3 ticker will change to AZUL3, which may simplify retail trading.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2026

Commission File Number: 001-38049

Azul S.A.

(Name of Registrant)

Edifício Jatobá, 8th floor, Castelo Branco Office Park

Avenida Marcos Penteado de Ulhôa Rodrigues, 939

Tamboré, Barueri, São Paulo, SP 06460-040, Brazil.

+55 (11) 4831 2880

 (Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x                       Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ¨                     No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨                     No x

  Material Fact March | 2026

Azul Announces Reverse Stock Split

São Paulo, March 25, 2026 – Azul S.A. ("Azul" or "Company") (B3: AZUL53; OTC: AZLUY) in addition to the information disclosed by means of a Material Fact dated March 3, 2026 ("Material Fact"), hereby announces that the Company's shareholders approved, at the Extraordinary General Meeting held on March 25, 2026 ("EGM"), the reverse split of all common shares issued by the Company, in the proportion of 150,000 (one hundred and fifty thousand) shares to form one (1) share (reverse split ratio), with no change to the amount of Company’s share capital ("Reverse Split").

The effectiveness and effective implementation of the Reverse Split will take effect as of April 20, 2026, so that, as informed in the Material Fact, as well as in the materials made available in connection with the EGM call notice, holders of common shares issued by the Company in an amount that is not a multiple of 150,000 may, until April 17, 2026, at their sole discretion, adjust their respective positions through market transactions by aggregating their holdings into lots that are multiples of 150,000 shares, by trading on B3 through their brokers, in accordance with B3’s own operational rules.

As of April 20, 2026, the reverse split will be fully effective and the Company's shares will be traded exclusively on a post-split basis, and the standard trading lot will be reduced from one million (1,000,000) to one hundred (100) shares and the trading factor will become one (1) share. As informed to the Company by B3, following the Reverse Split the Company’s shares will be traded under the ticker AZUL3 instead of the current AZUL53.

Azul will keep its shareholders and the market informed of all relevant developments of these processes in full compliance with applicable laws and regulations.

About Azul

Azul S.A. (B3: AZUL53; OTC: AZLUY), Brazil's largest airline by number of cities served, offers more than 800 daily flights to 137 destinations. With an operational fleet of about 170 aircraft and more than 15,000 crew members, the company operates a network of 250 direct routes. Azul was ranked by Cirium, a leading aviation data analytics company, as the 2nd most punctual airline in the world in 2023. In 2020, it was elected the best airline in the world by TripAdvisor, being the first time that a Brazilian company won first place in the Traveler's Choice Awards. For more information, visit Azul's website: www.voeazul.com.br/imprensa.

Contact

Investor Relations Tel: +55 11 4831 2880 invest@voeazul.com.br Press Relations Phone: +55 11 98196-1035 imprensa@voeazul.com.br

SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:    March 25, 2026

                                                                                                                Azul S.A.

By:   /s/ Alexandre Wagner Malfitani                                                                                                                      Name: Alexandre Wagner Malfitani
                                                                                                                Title: Chief Financial Officer

FAQ

What reverse stock split did Azul (AZLUD) approve?

Azul approved a reverse stock split combining 150,000 existing common shares into one new share. This consolidation changes the number of shares outstanding but leaves the company’s total share capital unchanged, effectively adjusting the per-share price without altering overall equity value.

When does Azul’s 150,000-to-1 reverse split become effective?

Azul’s reverse stock split becomes effective on April 20, 2026. From that date, the company’s shares will trade exclusively on a post-split basis, meaning all quotes and trades will reflect the consolidated share count rather than the previous, much larger number of outstanding shares.

What can Azul (AZLUD) shareholders do before the reverse split date?

Shareholders whose positions are not multiples of 150,000 may adjust their holdings on B3 through brokers until April 17, 2026. By trading into exact multiples of 150,000 shares, investors can align their positions with the reverse split ratio ahead of implementation.

How will Azul’s trading lot and ticker change after the reverse split?

After the reverse split, Azul’s standard trading lot will shrink from 1,000,000 shares to 100 shares, making smaller trades more practical. In addition, the company’s shares on B3 will change ticker from AZUL53 to AZUL3, reflecting the new post-split structure.

Does Azul’s reverse stock split affect its total share capital?

The reverse split does not change Azul’s total share capital; it only consolidates the number of shares into larger units. Each new share represents 150,000 former shares, so the economic value per investor should remain proportionally the same immediately after the adjustment.

Why might Azul (AZLUD) implement such a large reverse stock split ratio?

The filing states the decision to reverse split all common shares at a 150,000-to-1 ratio but does not specify strategic reasons. Generally, such actions restructure share counts and trading prices without directly affecting underlying operations or the company’s total equity capitalization.