Azul S.A. (AZLUY) AGM approvals leave company without fiscal council

Rhea-AI Filing Summary

Azul S.A. reports the results of its annual general meeting held on April 30, 2026 at 4:00 p.m. Brazil time. Shareholders approved each proposal presented by management with the required majorities, confirming the company’s agenda for the year.

Shareholders holding more than 2% of outstanding common shares requested installation of a fiscal council, but did not submit proposed members or alternates. As a result, no new fiscal council was formed, and the term of the existing fiscal council ended at the meeting’s conclusion, leaving the company without a fiscal council in place.

Key Figures

AGM date: April 30, 2026 AGM time: 4:00 p.m. Fiscal council request threshold: More than 2% of common shares

3 metrics

AGM date April 30, 2026 Date of annual general meeting held at 4:00 p.m. Brazil time

AGM time 4:00 p.m. Local Brazil time for the April 30, 2026 annual general meeting

Fiscal council request threshold More than 2% of common shares Common shareholders requesting installation of a fiscal council

Key Terms

Annual General Meeting, fiscal council, foreign private issuer

3 terms

Annual General Meeting financial

"Results of Annual General Meeting The Annual General Meeting was held at 4:00 p.m."

fiscal council financial

"a request for the installation of a fiscal council was submitted by shareholders"

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

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, Condomínio Castelo Branco Office Park
Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939
Tamboré, Barueri, 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 ☒

On March 31, 2026, Azul S.A. (the “Company”) published a notice of the annual general meeting of the shareholders of the Company, to be held, on first call, on April 30, 2026, at 4:00 p.m. (Brazil time) (the “Annual General Meeting”).

A copy of the proposal of the management of the Company in respect of the Annual General Meeting (the “Management Proposal”) was furnished to the U.S. Securities and Exchange Commission (the “SEC”) in a Form 6-K dated April 2, 2026.

Results of Annual General Meeting 

The Annual General Meeting was held at 4:00 p.m. (Brazil time) on April 30, 2026 and a quorum was present at such meeting. Each of the proposals to be voted on by the shareholders of the Company was approved by the requisite shareholders of the Company.

Accordingly:

(i) the Company’s accounts and financial statements for the fiscal year ended December 31, 2025, together with the opinion issued by the Company’s independent auditors, the report of the Company’s audit committee and the opinion of the Company’s fiscal council, were approved;

(ii) as required by applicable law, the absorption of the Company’s net income for the fiscal year ended December 31, 2025, by the accumulated losses from prior fiscal years, to reduce the Company’s accumulated losses, was approved; and

(iii) the aggregate annual compensation of the members of the Company’s Board of Directors, the Strategy Committee and the Executive Board for the fiscal year ending December 31, 2026 was approved in accordance with the Management Proposal.

It is noted that a request for the installation of a fiscal council was submitted by shareholders holding common shares representing more than 2% of the Company’s outstanding common shares. However, as a result of the fact that the relevant shareholders did not submit proposed members of the fiscal council and their alternates, no fiscal council was installed.

The term of the existing fiscal council of the Company ended at the conclusion of the Annual General Meeting. Therefore, the Company no longer has a fiscal council installed.

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 4, 2026

Azul S.A.

By: /s/ Antonio Carlos Gargia
Name: Antonio Carlos Garcia
Title: Chief Financial Officer

FAQ

What did Azul S.A. (AZLUY) disclose in its May 2026 Form 6-K?

Azul S.A. disclosed the results of its April 30, 2026 annual general meeting. All management proposals were approved with the required shareholder support, and the company confirmed that its existing fiscal council’s term ended at the meeting without a new fiscal council being installed.

Were Azul S.A. shareholders’ proposals approved at the April 30, 2026 AGM?

Yes, each proposal at the April 30, 2026 annual general meeting was approved. The filing states that all items submitted to Azul S.A. shareholders received the requisite level of support, confirming the company’s proposed agenda and corporate actions for the upcoming period.

Why does Azul S.A. currently not have a fiscal council after the 2026 AGM?

Azul S.A. has no fiscal council because a new one was not installed at the AGM. Although shareholders holding more than 2% of common shares requested its installation, they did not present proposed members or alternates, and the prior fiscal council’s term ended at the meeting.

Did Azul S.A. shareholders request installation of a fiscal council in 2026?

Yes, certain Azul S.A. shareholders requested installation of a fiscal council. The request came from holders of common shares representing more than 2% of the company’s outstanding common shares, but no candidate list was submitted, so no new fiscal council was formed.

When was Azul S.A.’s 2026 annual general meeting held and where is it referenced?

The annual general meeting was held on April 30, 2026 at 4:00 p.m. Brazil time. This timing is detailed in the Form 6-K, which summarizes the meeting’s results and notes the end of the existing fiscal council’s term.

What corporate governance change did Azul S.A. report related to its fiscal council?

Azul S.A. reported that its existing fiscal council’s term ended at the AGM and no new council was installed. This leaves the company without a fiscal council following the April 30, 2026 meeting, despite a shareholder request to install one.