Azul S.A. (AZLUY) adds independent audit member, names financial experts

Rhea-AI Filing Summary

Azul S.A. reported changes to its Statutory Audit Committee. Following the resignation of independent member James Jason Grant, the board appointed Sérgio Eraldo de Salles Pinto as an independent member, effective May 5, 2026, with a term running through May 2, 2027.

The board also determined that Sérgio Eraldo de Salles Pinto and Gilberto de Almeida Peralta each qualify as an audit committee financial expert for purposes of U.S. and NYSE rules governing audit committee expertise.

Key Terms

Statutory Audit Committee, Independent Member, audit committee financial expert, Item 407(d)(5) of Regulation S-K, +2 more

6 terms

Statutory Audit Committee financial

"In view of the resignation of Mr. James Jason Grant from the position of an Independent Member of the Company's Statutory Audit Committee"

Independent Member financial

"approved the appointment of Mr. Sérgio Eraldo de Salles Pinto as an Independent Member of the Statutory Audit Committee"

audit committee financial expert financial

"resolved that Mr. Sérgio Eraldo de Salles Pinto and Mr. Gilberto de Almeida Peralta each qualify as an audit committee financial expert"

A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.

Item 407(d)(5) of Regulation S-K regulatory

"for the purposes of Item 407(d)(5) of Regulation S-K under the U.S. Securities Act of 1933"

NYSE American Company Guide regulatory

"Rule 803B(2)(iii) of the NYSE American Company Guide"

A handbook of rules and requirements that govern companies listed on the NYSE American market, covering eligibility to list, ongoing disclosure duties, corporate governance expectations, and trading practices. It matters to investors because it sets the minimum standards companies must meet to join and remain on that exchange — like a routine safety inspection that signals basic reliability and transparency — helping investors judge regulatory compliance, quality of public information, and potential risks to a stock’s value.

NYSE Listed Company Manual regulatory

"Section 303A.07 of the NYSE Listed Company Manual"

A NYSE Listed Company Manual is the rulebook that sets the standards and obligations companies must meet to trade on the New York Stock Exchange, covering eligibility, ongoing disclosure, corporate governance and trading procedures. For investors it matters because the manual enforces transparency and minimum safeguards—like a building code for markets—so shareholders can trust that listed companies provide timely information and meet basic financial and governance standards.

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 May 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 ☒ 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 ☒

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 ☒

Statutory Audit Committee

On May 5, 2026, the Board of Directors of Azul S.A. (the “Company”) held a meeting at which the matters described below, among others, were resolved.

In view of the resignation of Mr. James Jason Grant from the position of an Independent Member of the Company's Statutory Audit Committee, and upon recommendation of the Company's Strategy Committee, the Board of Directors approved the appointment of Mr. Sérgio Eraldo de Salles Pinto as an Independent Member of the Statutory Audit Committee, for a term of office ending on May 2, 2027, concomitantly with the end of the term of office of the current members of the Statutory Audit Committee.

Accordingly, with effect from May 5, 2026, the Statutory Audit Committee comprises the following members:

· Independent Member and Coordinator: Mr. Gilberto de Almeida Peralta;

· Independent Member: Mr. Sérgio Eraldo de Salles Pinto; and

· Independent Member: Ms. Renata Faber Rocha Ribeiro.

Furthermore, the Board of Directors resolved that Mr. Sérgio Eraldo de Salles Pinto and Mr. Gilberto de Almeida Peralta each qualify as an audit committee financial expert for the purposes of Item 407(d)(5) of Regulation S-K under the U.S. Securities Act of 1933, Rule 803B(2)(iii) of the NYSE American Company Guide and Section 303A.07 of the NYSE Listed Company Manual.

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: May 11, 2026

		Azul S.A.
		By:	/s/ Antonio Carlos Garcia
			Name:	Antonio Carlos Garcia
			Title:	Chief Financial Officer

FAQ

What governance change did Azul S.A. (AZLUY) disclose in this 6-K?

Azul S.A. disclosed a change in its Statutory Audit Committee. After James Jason Grant resigned as an independent member, the board appointed Sérgio Eraldo de Salles Pinto as a new independent member, effective May 5, 2026, with a term ending May 2, 2027.

Who was appointed to Azul S.A. (AZLUY)’s Statutory Audit Committee?

The board appointed Sérgio Eraldo de Salles Pinto as an independent member of the Statutory Audit Committee. His term runs until May 2, 2027, aligning with the terms of current committee members and taking effect from May 5, 2026.

Which members of Azul S.A. (AZLUY)’s audit committee qualify as financial experts?

The board determined that Sérgio Eraldo de Salles Pinto and Gilberto de Almeida Peralta each qualify as audit committee financial experts. This designation is for purposes of Item 407(d)(5) of Regulation S-K, NYSE American Rule 803B(2)(iii), and NYSE Section 303A.07.

Why is the audit committee financial expert designation important for Azul S.A. (AZLUY)?

The audit committee financial expert designation signals that certain committee members have advanced financial and accounting expertise. For Azul S.A., this helps meet U.S. and NYSE governance requirements and supports the audit committee’s oversight of financial reporting and internal controls.

When did the changes to Azul S.A. (AZLUY)’s Statutory Audit Committee take effect?

The changes took effect on May 5, 2026. On that date, Sérgio Eraldo de Salles Pinto officially joined the Statutory Audit Committee as an independent member, with his term scheduled to end on May 2, 2027, alongside other members’ terms.