Azul updates status of subscription warrants

Azul S.A. reports that, together with B3, it has decided to suspend the previously announced process to cancel common share subscription warrants approved by its Board of Directors.

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Form Type

6-K

Rhea-AI Filing Summary

Azul S.A. reports that, together with B3, it has decided to suspend the previously announced process to cancel common share subscription warrants approved by its Board of Directors. The company says this was done in good faith, considering restrictions under its court-approved Chapter 11 Plan and the interests of investors and other stakeholders.

Azul is now evaluating with B3 how to proceed and will provide a further update in due course. Until a decision is reached, the start of trading of the subscription warrants on B3 will remain temporarily suspended to preserve investor rights and avoid harm to market participants.

Key Figures

Daily flights: approximately 800 daily flights Destinations served: over 137 destinations Operating fleet: over 180 aircraft +2 more

5 metrics

Daily flights approximately 800 daily flights Azul operational scale description

Destinations served over 137 destinations Azul operational network

Operating fleet over 180 aircraft Azul fleet size

Non-stop routes 250 non-stop routes Azul route network

Crewmembers more than 14,000 Crewmembers Azul workforce size

Key Terms

subscription warrants, Chapter 11 Plan, CVM Resolution 44, Brazilian Corporations Law, +1 more

5 terms

subscription warrants financial

"concerning the issuance of common share subscription warrants approved by the Company’s Board of Directors"

Chapter 11 Plan financial

"including the terms of the Chapter 11 Plan approved by the competent court"

CVM Resolution 44 regulatory

"in compliance with the provisions of the Resolution of the Brazilian Securities and Exchange Commission (“CVM”) No. 44"

Brazilian Corporations Law regulatory

"of article 157, paragraph 4, of Law No. 6,404, of December 15, 1976 (“Brazilian Corporations Law”)"

A set of legal rules that governs how corporations are formed, run, and wound down in Brazil, covering board duties, shareholder rights, financial reporting, takeovers and mergers. Think of it as the rulebook that tells public and private companies how to behave and what information they must share; investors use it to assess governance quality, legal protections for shareholders and the reliability of a company’s disclosures, all of which affect risk and value.

material facts regulatory

"in furtherance to the material facts disclosed on February 19, 2026, April 15, 2026 and April 17, 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Azul S.A. announce regarding its subscription warrants (AZLUD)?

Azul S.A. announced it has suspended the process to cancel its common share subscription warrants. The company is reevaluating the matter with B3 and will update the market later, while keeping trading of the warrants on B3 temporarily suspended to protect investor interests.

Why did Azul decide to suspend the cancellation of its subscription warrants?

Azul states the suspension was adopted in good faith, balancing restrictions applicable to the company, including terms of its court-approved Chapter 11 Plan, with the best interests of investors, other stakeholders, and the broader capital markets involved in these subscription warrants.

What is the current trading status of Azul’s subscription warrants on B3?

The commencement of trading of Azul’s subscription warrants on B3 will remain temporarily suspended. This pause is intended to preserve the rights of investors involved in the warrants and to avoid harm to market participants while the company and B3 evaluate next steps.

How is Azul handling communication with investors about the subscription warrants?

Azul has committed to provide an update in due course after evaluating the situation with B3. The company also states it remains available to shareholders and investors through its usual communication channels for additional clarifications related to the subscription warrants.

What legal and regulatory frameworks does Azul reference in this update?

Azul cites compliance with CVM Resolution 44 and article 157, paragraph 4, of the Brazilian Corporations Law. It also refers to restrictions arising from its Chapter 11 Plan approved by a competent court as factors considered in suspending the warrants cancellation process.

What business scale information does Azul provide about its operations?

Azul notes it is the largest airline in Brazil by departures and cities served, operating about 800 daily flights to over 137 destinations with more than 180 aircraft, 250 non-stop routes, and more than 14,000 Crewmembers supporting its network.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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Accepted by SEC EDGAR 04/20/2026 - 08:53 AM EDT

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 April, 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

April | 2026

Update – Issuance of Subscription Warrants

São Paulo, April 20, 2026 – Azul S.A. (B3: AZUL3, OTC: AZLUY) (“Azul” or “Company”), in compliance with the provisions of the Resolution of the Brazilian Securities and Exchange Commission (“CVM”) No. 44, of August 23, 2021 (“CVM Resolution 44”), and of article 157, paragraph 4, of Law No. 6,404, of December 15, 1976 (“Brazilian Corporations Law”), in furtherance to the material facts disclosed on February 19, 2026, April 15, 2026 and April 17, 2026 (the second and third, together, the “Material Facts – Cancellation Process”), hereby updates its shareholders and the market in general regarding the procedures described in the Material Facts – Cancellation Process, in light of the discussions held between the Company and B3 S.A. – Brasil, Bolsa, Balcão (“B3”) concerning the issuance of common share subscription warrants approved by the Company’s Board of Directors at its meeting held on February 19, 2026, and ratified by the Company’s Board of Directors at its meeting held on April 14, 2026 (the “Subscription Warrants”).

The Company announces that it has opted, together with B3, to suspend the process for the cancellation of the Subscription Warrants referred to in the Material Facts – Cancellation Process.

This measure was adopted in good faith taking into consideration, on the one hand, the restrictions and limitations to which the Company is subject (including the terms of the Chapter 11 Plan approved by the competent court) and, on the other hand, the best interests of the investors involved, the Company’s other stakeholders, and the capital markets in general. In this regard, the Company announces that it is evaluating, together with B3, how to proceed with this matter and will provide an update in due course. In the meantime, in order to preserve the rights of the investors involved and avoid harm to market participants, the commencement of trading of the Subscription Warrants on B3 will remain temporarily suspended.

The Company remains available to shareholders and investors for additional clarifications, which may be requested through the usual communication channels.

About Azul

Azul S.A. (B3: AZUL3; OTC: AZLUY), the largest airline in Brazil by departures and cities served, offers approximately 800 daily flights to over 137 destinations. With an operating fleet of over 180 aircraft and more than 14,000 Crewmembers, the Company has a network of 250 non-stop routes. In 2020, Azul was awarded best airline in the world by TripAdvisor, first time a Brazilian Flag Carrier earns number one ranking in the Traveler’s Choice Awards. For more information, visit https://ri.voeazul.com.br.

Contact

Investor Relations	Press Relations
Tel: +55 11 4831 2880	Tel: +55 11 98196-1035
invest@voeazul.com.br	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: April 20, 2026