Fitch rates Azul (AZLUD) at B- with stable outlook after debt haircut

Rhea-AI Filing Summary

Azul S.A. reports that Fitch Ratings has issued a new credit opinion on the company. Fitch assigned Azul a long-term rating of “B-” and a national scale rating of “BBB-(bra),” both with a stable outlook, and rated the Company’s USD1.375 billion exit finance notes “B-” with a Recovery Rating of “RR4.” Fitch states that the “B-” rating reflects materially better credit metrics after a 42% debt haircut and lower fleet and leasing costs, which together have reduced leverage and improved the cost structure.

Insights

Credit markets analyst

Fitch formalizes Azul at B- with stable outlook after major deleveraging.

Fitch Ratings assigns Azul a “B-” rating and “BBB-(bra)” national rating, both with a stable outlook. The agency also rates the USD1.375 billion exit finance notes “B-” with a Recovery Rating of “RR4.” These levels place Azul firmly in speculative-grade territory but with defined recovery expectations.

Fitch highlights a 42% debt haircut and reductions in fleet and leasing costs as drivers of materially improved credit metrics. This indicates that Azul has already completed a sizable balance sheet restructuring that decreases leverage and operating burdens, according to the agency’s view.

The stable outlook suggests Fitch currently expects the post-restructuring capital structure and cost base to be sustainable under its scenarios. Future rating movements will depend on Azul’s operating performance and ability to maintain these improved metrics, as inferred from Fitch’s emphasis on deleveraging and efficiency.

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 Risk Rating Report Update

São Paulo, March 4, 2026 - Azul S.A., "Azul" or “Company”, (B3:AZUL53, OTC:AZLUY), hereby informs the market, in compliance with the provisions of CVM Resolutions No. 44, of August 23, 2021, as amended, and No. 80, of March 29, 2022, as amended, that Fitch Ratings has released a report on the Company, assigning final ratings of “B-” and “BBB-(bra)” to Azul, with a stable outlook, as well as a “B-” rating, with a Recovery Rating of “RR4,” to the USD1.375 billion exit finance notes.

According to Fitch, the assigned “B-” rating reflects the material improvement in Azul’s credit metrics following a 42% debt haircut and reductions in fleet and leasing costs, resulting in a more efficient cost structure and significant deleveraging.

Azul reinforces its commitment to complying with the disclosure rules for periodic and occasional information and other information of interest to the market applicable to publicly traded companies, guaranteeing its wide and immediate dissemination and equal treatment to all, in order to avoid any type of asymmetric information that could harm its investors.

About Azul

Azul S.A. (B3:AZUL53, OTC:AZLUY), Brazil’s largest airline in number of cities served, offers more than 800 daily flights to 137 destinations. With an operating fleet of approximately 170 aircraft and more than 15,000 crew members, the Company operates a network of 250 nonstop routes. Azul was ranked by Cirium, a leading aviation analytics company, as the 2nd most on-time airline in the world in 2023. In 2020, it was named the world’s best airline by TripAdvisor, the first time a Brazilian airline achieved the top position in the Traveler’s Choice Awards. For more information, visit ri.voeazul.com.br.

Contact

Investor Relations Tel: +55 11 4831 2880 invest@voeazul.com.br Press Relations Tel: +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 5, 2026

                                                                                                                Azul S.A.

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

FAQ

What credit ratings did Fitch assign to Azul S.A. (AZLUD)?

Fitch assigned Azul a long-term foreign currency rating of “B-” and a national scale rating of “BBB-(bra),” both with a stable outlook. Fitch also rated the company’s exit finance notes “B-” with a Recovery Rating of “RR4,” signaling speculative-grade but defined recovery expectations.

How did Azul’s recent restructuring influence its new Fitch rating?

Fitch notes that Azul’s “B-” rating reflects materially better credit metrics after a 42% debt haircut. The agency also points to reduced fleet and leasing costs, which it says created a more efficient cost structure and significant deleveraging, supporting the assigned rating and stable outlook.

What is the size and rating of Azul’s exit finance notes covered in this report?

Fitch rated Azul’s USD1.375 billion exit finance notes at “B-” with a Recovery Rating of “RR4.” This indicates speculative-grade credit quality with a specific recovery expectation on these notes, consistent with the issuer rating discussed in the credit opinion cited by Azul.

What outlook did Fitch give for Azul S.A.’s new ratings?

Fitch assigned a stable outlook to both Azul’s “B-” global rating and “BBB-(bra)” national scale rating. A stable outlook means Fitch currently does not anticipate near-term upgrades or downgrades, assuming credit metrics and cost structure remain consistent with its expectations.

How does Azul describe its approach to market disclosure in this update?

Azul emphasizes its commitment to follow Brazilian securities rules on periodic and occasional disclosure. The company says it aims for broad, immediate dissemination of material information and equal treatment of all investors to avoid asymmetric information that might disadvantage any shareholder group.

What operational scale does Azul (AZLUD) highlight alongside the rating news?

Azul states it is Brazil’s largest airline by number of cities served, operating more than 800 daily flights to 137 destinations. It reports an operating fleet of about 170 aircraft, over 15,000 crew members, and a network of 250 nonstop routes supporting its commercial footprint.