Azul (AZLUQ) prices US$1,375,000,000 9.875% senior secured notes for exit financing

Rhea-AI Filing Summary

Azul S.A. announced that its subsidiary Azul Secured Finance LLP has priced a private offering of US$1,375,000,000 aggregate principal amount of 9.875% senior secured notes due 2031. The notes are intended as exit financing to repay debtor-in-possession financing and support Azul’s Chapter 11 restructuring plan.

The notes will be guaranteed by several Azul subsidiaries and secured by first-priority liens over receivables from the TudoAzul loyalty program, Azul Viagens, Azul Cargo, related intellectual property, and subsidiary equity interests. The offering was oversubscribed by about 7.5 times and is expected to close on February 6, 2026, subject to customary conditions.

Positive

• US$1,375,000,000 exit financing priced and oversubscribed: Azul secured a large 9.875% senior secured notes offering due 2031, intended to repay DIP financing and fund its Chapter 11 restructuring plan, with demand reportedly about 7.5 times the offering size.

Negative

• None.

Insights

Capital structure and credit analyst

Azul secures large, oversubscribed exit financing to replace DIP debt.

Azul S.A. has priced a private offering of US$1,375,000,000 in 9.875% senior secured notes due 2031. This financing is designed to provide exit funding under its Chapter 11 plan, primarily to repay existing debtor-in-possession financing and support broader balance sheet restructuring.

The notes are guaranteed by multiple operating subsidiaries and secured by first‑priority liens over receivables from TudoAzul, Azul Viagens and Azul Cargo, along with key brands, domain names, other intellectual property and subsidiary equity. This structure concentrates significant collateral behind these creditors, reflecting their senior secured position.

The company states the offering was oversubscribed by roughly 7.5% times, indicating strong demand for the paper at a 9.875% coupon. The transaction is expected to close on February 6, 2026, subject to customary conditions, marking another defined milestone in executing the confirmed Chapter 11 plan and transitioning from DIP to longer-term capital.

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 January, 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 January | 2026

Azul Announces Pricing of Notes

São Paulo, January 30, 2026 – Azul S.A. (B3: AZUL53, OTC: AZULQ) (“Azul” or “Company”), in compliance with Resolution No. 44 of the Brazilian Securities Commission (“CVM”), dated August 23, 2021 (“CVM Resolution 44”), and article 157, paragraph 4, of Law No. 6,404, dated December 15, 1976 (“Brazilian Corporations Law”), hereby informs its shareholders and the market that its subsidiary, Azul Secured Finance LLP (the “Issuer”), a Delaware limited liability partnership, has priced a private offering of US$1,375,000,000.00 aggregate principal amount of 9.875% senior secured notes due 2031 (respectively the “Notes” and the “Exit Financing Offering” or “Offering”).

As previously reported, the Offering is intended to provide exit financing in connection with the Company’s restructuring plan approved in the context of the Chapter 11 of the United States Bankruptcy Code (the “Chapter 11 Plan”), to (i) to repay the outstanding principal amount of its DIP financing (debtor-in-possession facility), and (ii) with any amount remains, support the implementation of its comprehensive and permanent restructuring plan aimed at optimizing its capital structure and enhancing its liquidity position. The Offering was oversubscribed by ~7.5x.

The Notes will be guaranteed by the Company and its subsidiaries Azul Linhas Aéreas Brasileiras S.A., IntelAzul S.A., ATS Viagens e Turismo Ltda., Azul IP Cayman Holdco Ltd., Azul IP Cayman Ltd. and Azul Conecta Ltda. The Notes will also be secured by first-priority liens on a collateral package comprising certain receivables generated by TudoAzul (the Company’s loyalty program), Azul Viagens (the Company’s travel package business) and Azul Cargo (the Company’s cargo business), as well as certain brands, domain names and other intellectual property used by the Company’s airline business, TudoAzul, Azul Viagens and Azul Cargo, as well as shares and/or quotas (as applicable) of the Company’s subsidiaries.

The issuance of the Notes is expected to close on February 6, 2026, subject to customary closing conditions.

Azul will keep its investors and the market informed of the progress of the Offering.

The Notes have not been and will not be registered with the CVM, the Securities and Exchange Commission (SEC), or any other jurisdiction. The Notes may not be offered and will not be sold in Brazil, except in circumstances that do not constitute a public offering or an unauthorized distribution under Brazilian law and regulations.

The Company continues to implement the steps established under its Chapter 11 Plan with focus, discipline and alignment with the guidelines already defined, progressing in accordance with the expected timeline and maintaining consistency in the execution of the initiatives underway. Azul remains committed to transparency and to achieving the milestones set forth in the Plan, safeguarding the regularity of its operations and predictability for all stakeholders.

About Azul

Azul S.A. (B3: AZUL53, OTC: AZULQ) is the largest airline in Brazil in terms of number of cities served, operating approximately 800 daily flights to more than 137 destinations. With an operating passenger fleet of over 200 aircraft and more than 15,000 crewmembers, the Company operates more than 400 nonstop routes. Azul was named by Cirium (a leading aviation analytics company) as one of the two most punctual airlines in the world in 2023. In 2020, the Company was awarded the world’s best airline by the TripAdvisor Travelers’ Choice Awards, being the only Brazilian airline to receive this recognition. For more information, visit 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:    January 30, 2026

                                                                                                                Azul S.A.

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

FAQ

What financing transaction did Azul (AZLUQ) announce in this 6-K?

Azul announced that its subsidiary priced a private offering of US$1,375,000,000 aggregate principal amount of 9.875% senior secured notes due 2031. This debt is structured as senior secured obligations with guarantees from several Azul group subsidiaries.

How will Azul (AZLUQ) use the proceeds from the US$1,375,000,000 notes?

The notes are intended to provide exit financing under Azul’s Chapter 11 plan. Proceeds will repay the outstanding principal of its debtor-in-possession financing, with any remaining amount supporting implementation of a comprehensive restructuring to optimize capital structure and liquidity.

What collateral and guarantees back Azul’s new senior secured notes?

The notes are guaranteed by Azul S.A. and subsidiaries including Azul Linhas Aéreas Brasileiras S.A. They are secured by first-priority liens on receivables from TudoAzul, Azul Viagens and Azul Cargo, related brands, domain names, intellectual property and equity interests in certain subsidiaries.

When is the closing of Azul (AZLUQ) 9.875% notes offering expected?

The issuance of the 9.875% senior secured notes due 2031 is expected to close on February 6, 2026. Completion remains subject to customary closing conditions associated with private debt offerings of this type in international markets.

How strong was investor demand for Azul’s new notes issue?

Azul reported that the private offering of its 9.875% senior secured notes was oversubscribed by about 7.5 times. This indicates demand from investors significantly exceeded the US$1,375,000,000 aggregate principal amount being offered in the transaction.

Are Azul’s new senior secured notes being registered with the SEC or in Brazil?

The company states the notes have not been and will not be registered with the SEC or any other jurisdiction. They also may not be publicly offered or sold in Brazil, except in situations that do not constitute a public offering under Brazilian law.