Azul updates warrant cancellations and refunds

Azul S.A. is updating investors on the handling of subscription warrants tied to its Chapter 11 restructuring plan.

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Form Type

6-K

Rhea-AI Filing Summary

Azul S.A. is updating investors on the handling of subscription warrants tied to its Chapter 11 restructuring plan. The company has asked B3 to cancel warrants credited to restricted investors and all warrants created from exercising rights acquired in the secondary market.

Azul will reimburse amounts paid to exercise or acquire these disregarded rights directly, using a single request channel via bs@voeazul.com.br. Investors must email identification details, the number of affected rights, proof of payment, trade information, and bank account data so their reimbursement requests can be evaluated and processed.

Key Figures

Daily flights: 800 daily flights Destinations served: over 137 destinations Fleet size: over 180 aircraft +2 more

5 metrics

Daily flights 800 daily flights Company network scale in Brazil

Destinations served over 137 destinations Route network breadth

Fleet size over 180 aircraft Operating fleet size

Crewmembers more than 14,000 Crewmembers Workforce size

Non-stop routes 250 non-stop routes Network connectivity

Key Terms

subscription warrants, Chapter 11 Plan, restructuring plan, secondary market, +2 more

6 terms

subscription warrants financial

"with respect to the issuance of the subscription warrants to subscribe for common shares"

Chapter 11 Plan regulatory

"arising from the restructuring plan filed by the Company under Chapter 11 of the United States Bankruptcy Code"

restructuring plan financial

"arising from the restructuring plan filed by the Company under Chapter 11"

A restructuring plan is a company’s roadmap for reorganizing its operations, debts, or assets to improve financial health and efficiency; think of it as rewriting a household budget and chores when income changes. Investors care because the plan can affect a company’s ability to repay loans, generate profits, and sustain growth—successful restructuring can restore value, while a poorly executed one can signal continued trouble or reduced returns.

secondary market financial

"all Subscription Warrants resulting from the exercise of rights acquired in the secondary market"

The secondary market is where investors buy and sell financial assets, such as stocks or bonds, after they have been initially issued. It functions like a marketplace where ownership changes hands, allowing investors to cash out or acquire investments more easily. This market provides liquidity, making it easier for people to turn their investments into cash or find new opportunities.

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.

CVM Resolution 44 regulatory

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

FAQ

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

What does Azul (AZLUD) announce regarding its subscription warrants?

Azul announces an update on how it will handle subscription warrants linked to its Chapter 11 restructuring plan. The company requested B3 cancel specific warrants and will directly reimburse affected investors who exercised or bought rights that must now be disregarded under the plan.

Which Azul (AZLUD) subscription warrants are being canceled?

Azul requested B3 cancel warrants credited to investors restricted by its Chapter 11 plan and all warrants created from exercising rights acquired in the secondary market. These actions align with prior material facts and Board ratification regarding the company’s restructuring and warrant issuance procedures.

How can Azul (AZLUD) investors request reimbursement for disregarded rights?

Investors must email bs@voeazul.com.br with their full name or corporate name, CPF or CNPJ, number of disregarded rights, proof of amounts paid, trade date, trading session, brokerage firm, and bank account details. These data allow Azul to analyze and process individual reimbursement requests accurately.

Why is Azul (AZLUD) handling reimbursements directly instead of through B3?

Azul states it will make reimbursement payments directly to simplify the process for affected investors. This approach follows procedures described in its earlier ratification material fact and lets investors submit a single reimbursement request using the dedicated email channel managed by the company.

What restructuring context affects Azul (AZLUD) subscription warrants?

The treatment of subscription warrants is governed by Azul’s restructuring plan filed under Chapter 11 of the U.S. Bankruptcy Code. Restrictions under this plan require canceling certain warrants and disregarding related rights, with Azul organizing a structured reimbursement process for investors impacted by these limitations.

What business scale information does Azul (AZLUD) provide in this update?

Azul highlights that it operates approximately 800 daily flights to over 137 destinations using a fleet of more than 180 aircraft. The airline employs over 14,000 Crewmembers and serves 250 non-stop routes, underscoring its role as a major carrier in the Brazilian market.

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 04/17/2026 - 09:08 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 17, 2026 – Azul S.A. (B3: AZUL53, 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 and April 15, 2026 (the latter, the “Material Fact – Ratification”), the Company hereby updates its shareholders and the market in general regarding the procedures described in the Material Fact – Ratification, in light of the operational discussions held between the Company and B3 S.A. – Brasil, Bolsa, Balcão (“B3”) with respect to the issuance of the subscription warrants to subscribe for common shares as ratified by the Company’s Board of Directors at the meeting held on April 14, 2026 (the “Subscription Warrants”).

With respect to the process of disregarding subscription rights that were irregularly exercised and/or traded by investors, the Company reiterates that, pursuant to the Material Fact – Ratification, it has requested B3 to cancel (i) the Subscription Warrants credited to investors subject to the restrictions arising from the restructuring plan filed by the Company under Chapter 11 of the United States Bankruptcy Code, in the United States of America (the “Chapter 11 Plan”), as well as (ii) all Subscription Warrants resulting from the exercise of rights acquired in the secondary market.

In order to simplify the reimbursement process for amounts paid as a result of the exercise of such disregarded rights, the Company will directly make the relevant payments for the benefit of the investors, following the same procedure previously set forth in the Material Fact – Ratification with respect to the reimbursement of amounts paid for the acquisition of subscription rights in the secondary market, thereby allowing investors to submit a single reimbursement request through the channel bs@voeazul.com.br.

For a reimbursement request to be assessed and processed, each interested investor must send an email to the address above including the following information: (i) full name or corporate name, including CPF or CNPJ number; (ii) the number of rights acquired and/or exercised that were disregarded pursuant to the restrictions under the Chapter 11 Plan; (iii) proof of the amount paid for the acquisition and/or exercise of such disregarded rights; (iv) the date, trading session, and brokerage firm through which the rights were acquired; and (v) the account details to which the reimbursement should be made, if applicable.

The Company remains available to shareholders for additional clarifications, which may be requested through the usual customer service channels.

About Azul

Azul S.A. (B3: AZUL53; 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 17, 2026