Azul (OTC: AZULQ) outlines large warrant exercises, capital boost

Rhea-AI Filing Summary

Azul S.A. reports the results of subscription warrant exercises linked to its primary public offering of common and preferred shares. Investors indicated through B3 the exercise of 6,197,744,517 subscription warrants for preferred shares, which may require issuing up to 96,312,949,793 new preferred shares. Separately, exercise requests received by the company’s bookkeeper cover 445,474,982,966 subscription warrants for preferred shares, leading to 6,922,681,235,292 new preferred shares, and 450,209,972,026 subscription warrants for common shares, leading to 10,390,846,154,360 new shares.

After these exercises and the mandatory conversion of preferred shares into common shares approved on January 12, 2026, the company’s share capital may reach up to R$ 15,732,035,251.20, divided into up to 591,898,203,876,671 common shares. The capital increase from these exercises is scheduled to be ratified at a Board of Directors’ meeting on January 14, 2026, when the financial settlement and delivery of the new shares to subscribers are expected to occur.

Insights

Equity Capital Markets Analyst

Azul details massive warrant exercises that will significantly expand its share count and paid-in capital.

Azul S.A. describes a large-scale exercise of subscription warrants issued alongside its primary public offering of common and preferred shares. Through B3, investors indicated exercising 6,197,744,517 subscription warrants for preferred shares, tied to up to 96,312,949,793 new preferred shares. In addition, the company’s bookkeeper recorded exercise requests for 445,474,982,966 preferred-share warrants, resulting in 6,922,681,235,292 new preferred shares, and 450,209,972,026 common-share warrants, resulting in 10,390,846,154,360 new shares.

The company states that, considering these exercises and the mandatory conversion of preferred shares into common shares approved on January 12, 2026, total share capital may reach up to R$ 15,732,035,251.20, divided into up to 591,898,203,876,671 common shares. This indicates a substantial recapitalization and a very large potential increase in the number of shares, which will be ratified at a Board of Directors’ meeting on January 14, 2026, when financial settlement and delivery of the new shares are expected.

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 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 and Notice to the Market January | 2026

Exercise Requests of Subscription Warrants Issued in the Context of the Public Offering of Preferred and Common Shares of the Company

São Paulo, January 13, 2026 – Azul S.A. (B3: AZUL53; AZUL54, OTC: AZULQ) (“Azul” or “Company”), in compliance with the provisions of the Brazilian Securities Commission (“CVM”) Resolution No. 44, dated August 23, 2021, as amended (“CVM Resolution 44”), Article 157, paragraph 4 of Law No. 6,404, dated December 15, 1976, as amended (“Brazilian Corporations Law”), and in continuity with the material facts disclosed on December 12, 2025, December 22, 2025, January 6, 2026 and January 13, 2026, hereby informs its shareholders and the market in general that, following the end of the Exercise Period of the Subscription Warrants, granted free of charge as an additional benefit to the subscribers of shares in the context of the Primary Public Offering of Common Shares and Preferred Shares, with Subscription Warrants, issued by Azul S.A. (“Subscription Warrants” and “Offering,” respectively), B3 S.A. – Brasil, Bolsa, Balcão (“B3”) informed that it recorded the intention of exercise by investors of 6,197,744,517 Subscription Warrants for preferred shares issued by the Company and the necessity to issue up to 96,312,949,793 new preferred shares issued by the Company.

In addition, the Company informs that, through the Company’s bookkeeper, it received exercise requests for the exercise: (a) 445,474,982,966 Subscription Warrants for preferred shares, which will result in the issuance of 6,922,681,235,292 new preferred shares; and (b) 450,209,972,026 Subscription Warrants for common shares, which will result in the issuance of 10,390,846,154,360 new shares issued by the Company.

In view of the foregoing and considering the mandatory conversion of the Company’s preferred shares into common shares approved on January 12, 2026, the Company’s share capital may amount to up to R$ 15,732,035,251.20, divided into up to 591,898,203,876,671 common shares¹.

The capital increase resulting from the exercise of the Subscription Warrants will be ratified at a meeting of the Board of Directors to be held on January 14, 2026, when the settlement of the shares resulting from the exercise of the Subscription Warrants and the delivery of such shares to the subscribers who exercised through B3 will occur. For reference by its shareholders and the market in general, the Company presents below a schedule of the next steps regarding the Subscription Warrants:

Step	Estimated Date
End of the Exercise Period of the Subscription Warrants	January 12, 2026
Date of the Board of Directors’ Meeting ratifying the Capital Increase Date of Financial Settlement of the Subscription Warrants	January 14, 2026

The Company remains available to provide any clarifications that may be necessary.

São Paulo, SP, January 13, 2026.

Alexandre Wagner Malfitani

Chief Financial Officer and Investor Relations Officer

¹The maximum amount considers the scenario of successful financial settlement of all exercised subscription warrants.

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 13, 2026

                                                                                                                Azul S.A.

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

FAQ

What does Azul S.A. (AZULQ) report in this Form 6-K?

Azul S.A. reports the results of subscription warrant exercises related to its primary public offering of common and preferred shares, detailing how many warrants were exercised and the resulting new shares to be issued.

How many subscription warrants for preferred shares were indicated for exercise through B3 for Azul S.A. (AZULQ)?

B3 informed Azul that investors indicated the exercise of 6,197,744,517 subscription warrants for preferred shares, which may require issuing up to 96,312,949,793 new preferred shares.

What additional subscription warrant exercises did Azul S.A. (AZULQ) receive through its bookkeeper?

Azul received exercise requests for 445,474,982,966 subscription warrants for preferred shares, resulting in 6,922,681,235,292 new preferred shares, and 450,209,972,026 subscription warrants for common shares, resulting in 10,390,846,154,360 new shares.

What is the potential maximum share capital of Azul S.A. (AZULQ) after these warrant exercises?

Considering the warrant exercises and the mandatory conversion of preferred shares into common shares, Azul’s share capital may amount to up to R$ 15,732,035,251.20, divided into up to 591,898,203,876,671 common shares.

What corporate action did Azul S.A. (AZULQ) approve regarding preferred shares?

Azul approved the mandatory conversion of its preferred shares into common shares on January 12, 2026, which is factored into the potential new share capital structure.

When will Azul S.A. (AZULQ) ratify the capital increase from warrant exercises?

The capital increase resulting from the exercise of subscription warrants is scheduled to be ratified at a Board of Directors’ meeting on January 14, 2026, when the financial settlement and delivery of new shares to subscribers are expected to occur.