Azul (OTC: AZULQ) launches 2031 secured notes to fund Chapter 11 exit

Rhea-AI Filing Summary

Azul S.A. reports that its subsidiary Azul Secured Finance LLP has launched a private offering of Senior Secured Notes due 2031 to provide exit financing for its Chapter 11 proceedings. The notes are meant to support a comprehensive restructuring plan aimed at optimizing the capital structure and increasing liquidity.

The notes will be guaranteed by Azul and several key subsidiaries and secured by first‑priority liens over receivables from Azul Fidelidade, Azul Viagens and Azul Cargo, as well as certain brands, domain names and other intellectual property. Net proceeds are intended mainly to repay the outstanding principal of Azul’s DIP facility, with any remainder for general corporate purposes. The transaction remains subject to market and other conditions, and there is no assurance the offering will be completed.

Insights

Airline credit and restructuring analyst

Azul launches secured notes as exit financing for its Chapter 11 plan.

Azul is pursuing a private offering of Senior Secured Notes due 2031 through its Azul Secured Finance LLP subsidiary. The stated goal is to provide exit financing for ongoing Chapter 11 proceedings and support a comprehensive, permanent restructuring of its capital structure.

The notes will carry guarantees from Azul and several operating subsidiaries and will be secured by first‑priority liens over receivables from Azul Fidelidade, Azul Viagens and Azul Cargo, plus certain brands, domain names and related intellectual property. This structure pledges valuable commercial assets to support new long‑dated debt.

Net proceeds are intended primarily to repay the outstanding principal on the existing DIP facility, with any balance for general corporate purposes. Completion is explicitly subject to market and other conditions, and the company notes there is no assurance the offering will be consummated, so actual impact will depend on investor demand and final terms.

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 S      Form 40-F £

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Press Release dated January 28, 2026 – Azul Announces Launch of Offering of Senior Secured Notes due 2031

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 28, 2026

		Azul S.A.
		By:	/s/ Alexandre Wagner Malfitani
			Name:	Alexandre Wagner Malfitani
			Title:	Chief Financial Officer

EXHIBIT 99.1

 

Azul Announces Launch of Offering of Senior Secured Notes due 2031

São Paulo, January 28, 2026 – Azul S.A., (B3: AZUL53; OTC: AZULQ) (“Azul” or “Company”) announces today that its subsidiary, Azul Secured Finance LLP, a Delaware limited liability partnership, has launched a private offering of Senior Secured Notes due 2031 (“Notes”). The offering of the Notes is intended to provide exit financing in connection with the Company’s Chapter 11 proceedings and to support the implementation of its comprehensive and permanent restructuring plan to optimize its capital structure and increase its liqudiity position.

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 be secured by first-priority liens on a collateral package that comprises certain receivables generated by Azul Fidelidade (Azul’s loyalty program), Azul Viagens (Azul’s travel package business) and Azul Cargo (Azul’s cargo business), and certain brands, domain names and certain other intellectual property used by the Azul airline business, Azul Fidelidade, Azul Viagens and Azul Cargo.

Terms are subject to market and other conditions. There can be no assurance that the offering and sale of the Notes will be entered into and consummated.

The Company intends to use the net proceeds from the offering to repay the outstanding principal amount of its DIP facility and the remainder, if any, for general corporate purposes.

Azul will keep investors and the general market updated on the progress of the offering.

Important Notes

This communication is for information purposes only and it is not and shall not constitute an offer to sell, or solicitation of an offer to buy, Notes or any other securities. There shall be no offering or sale of Notes or other securities in any jurisdiction in which such offer, sale or solicitation would be unlawful.

The offering of Notes has not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and Notes may not be offered or sold absent registration under, pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Notes are being offered only to persons reasonably believed to be “qualified institutional buyers” in an offering exempt from registration in reliance on Rule 144A under the Securities Act, and outside the United States in reliance on Regulation S under the Securities Act.

The Notes have not been and will not be issued or placed, distributed, offered, or traded in the Brazilian capital markets and the Notes issuance has not been nor will be registered with the Brazilian Securities Commission (the “CVM”). Any public offering or distribution, as defined under Brazilian laws and regulations, of Notes in Brazil is not legal without prior registration under Law No. 6,385, dated December 15, 1976, as amended, and CVM Resolution No. 160, dated July 13, 2022, as amended. Documents relating to the Notes offering, as well as information contained therein, may not be supplied to the public in Brazil (as the Notes offering is not a public offering of securities in Brazil), nor be used in connection with any offer for subscription or sale of Notes to the public in Brazil. Notes will not be offered or sold in Brazil, except in circumstances, which do not constitute a public offering, placement, distribution, or negotiation of securities in the Brazilian capital markets regulated by Brazilian legislation.

Forward-Looking Statements

This communication includes estimates and forward-looking statements within the meaning of the U.S. federal securities laws. These estimates and forward-looking statements are based mainly on our current expectations and estimates of future events and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of our securities. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions in light of information currently available to us, they are subject to many significant risks, uncertainties and assumptions, including those factors discussed under the heading “Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2024 and any other cautionary statements which may be made or referred to in connection with any such estimates and forward-looking statements.

In this communication, the words “believe,” “understand,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “seek,” “intend,” “expect,” “should,” “could,” “forecast” and similar words are intended to identify forward-looking statements. You should not place undue reliance on such statements, which speak only as of the date they were made. Except as

 

required by applicable law, we do not undertake any obligation to update publicly or to revise any forward-looking statements after the date of this communication because of new information, future events, or other factors. Our independent public auditors have neither examined nor compiled the forward-looking statements and, accordingly, do not provide any assurance with respect to such statements. In light of the risks and uncertainties described above, future events and circumstances discussed in this communication might not occur and are not guarantees of future performance. Because of these uncertainties, you should not make any investment decision based upon these estimates and forward-looking statements.

This communication is for information purposes only and, in accordance with applicable law, shall not be construed as an offer to sell or the solicitation of an offer to buy the Notes, or as promotional material for the Notes.

About Azul

Azul S.A. (B3: AZUL53; OTC: AZULQ), the largest airline in Brazil in terms of cities served, offers more than  800 daily flights to 137 destinations. With an operational fleet of around 185 aircraft and over 14,000 crew  members, the company operates a network of 300 direct routes. Azul was named by Cirium (a leading aviation  data analytics company) as the 2nd most punctual airline in the world in 2023. In 2020, Azul was awarded as  the best airline in the world by TripAdvisor, marking the first time a Brazilian airline achieved first place in the Traveller's Choice Awards. For more information visit ri.voeazul.com.br/en/.

Contact:

Investor Relations

Tel: +55 11 4831 2880

invest@voeazul.com.br

Media Relations

Phone: +55 11 98196-1035

imprensa@voeazul.com.br

FAQ

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

Azul announced a private offering of Senior Secured Notes due 2031 through its subsidiary Azul Secured Finance LLP. The notes are designed to provide exit financing for its Chapter 11 proceedings and support a comprehensive restructuring plan focused on capital structure and liquidity.

How does Azul intend to use the proceeds from the new 2031 Senior Secured Notes?

Azul intends to use the net proceeds primarily to repay the outstanding principal amount of its DIP facility. Any remaining funds are expected to be applied to general corporate purposes, supporting operations as the company implements its broader restructuring plan under Chapter 11.

What collateral secures Azul’s proposed Senior Secured Notes due 2031?

The notes will be secured by first-priority liens on receivables from Azul Fidelidade, Azul Viagens and Azul Cargo, plus certain brands, domain names and related intellectual property. This collateral package ties the financing directly to Azul’s loyalty, travel package, cargo and airline business platforms.

Are Azul’s new Senior Secured Notes due 2031 being offered to the general public?

No, the notes are being offered privately to qualified institutional buyers under Rule 144A and to investors outside the United States under Regulation S. They are not registered under the U.S. Securities Act and are not being offered in the Brazilian public capital markets.

Is Azul’s 2031 notes offering guaranteed to be completed?

The company explicitly states there can be no assurance that the offering and sale of the notes will be consummated. Terms remain subject to market and other conditions, so completion depends on investor demand and the successful execution of transaction documentation.

Which Azul subsidiaries will guarantee the new Senior Secured Notes due 2031?

The notes will be guaranteed by Azul S.A. and subsidiaries including 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., extending support across key parts of the group structure.