Azul (OTC: AZULQ) ends Gol merger discussions and codeshare deal
Rhea-AI Filing Summary
Azul S.A. has ended its commercial discussions with Abra Group Limited, the controlling entity of Gol Linhas Aéreas Inteligentes S.A., which had been set out in a non-binding memorandum of understanding signed on January 15, 2025 for a potential business combination between Azul and Gol. The company also terminated the commercial cooperation (codeshare) agreement between Azul and Gol that was originally disclosed on May 23, 2024. Azul states that it will honor all tickets issued under this codeshare, so existing travel plans using these tickets remain valid. The company reiterates its commitment to strengthening its capital structure and plans to keep shareholders and the market informed about any relevant developments related to the end of the combination talks and the codeshare agreement.
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Insights
Azul ends Gol combination talks and codeshare, signaling a standalone path.
Azul S.A. has formally terminated its non-binding memorandum of understanding with Abra Group Limited, controller of Gol, which outlined terms for a potential business combination. This removes a strategic consolidation option that had been under discussion since January 15, 2025 and suggests Azul is currently positioning itself independently.
The company also ended its commercial cooperation agreement (codeshare) with Gol, originally disclosed on May 23, 2024, though it will honor all tickets already issued under that agreement. That approach limits near-term customer disruption while drawing a clear line under the partnership framework between the two airlines.
Azul underscores its ongoing focus on strengthening its capital structure and commits to updating shareholders on developments related to the terminated talks and codeshare. Future disclosures in company communications will be important for understanding how its standalone capital structure strategy evolves after the end of these discussions.
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 September, 2025
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 September | 2025 |
Azul Announces Termination of Discussions with Abra
Regarding Potential Business Combination
São Paulo, September 25, 2025 – Azul S.A. ("Azul” or “Company”) (B3: AZUL4; OTC: AZULQ), in continuation of the Material Fact disclosed on January 15, 2025, hereby informs its shareholders and the market in general of the termination of commercial discussions with the controlling entity of Gol Linhas Aéreas Inteligentes S.A. ("Gol"), Abra Group Limited ("Abra") (Azul and Abra being referred to collectively as the "Parties"), which were formalized in the Non-Binding Memorandum of Understanding ("MoU") entered into on January 15, 2025, outlining the terms and conditions of a potential business combination between Azul and Gol.
Additionally, Azul also announces the termination of the commercial cooperation agreement (codeshare) disclosed on May 23, 2024, as per the Notice to the Market released on the same date. In this context, Azul clarifies that it will honor all tickets issued under the commercial cooperation agreement (codeshare).
Finally, Azul reaffirms its commitment to the process of strengthening its capital structure and informs that it will keep its shareholders and the market in general informed of any relevant developments related to the termination of the commercial discussions regarding the potential business combination, as well as the termination of the commercial cooperation agreement (codeshare) mentioned above.
About Azul
Azul S.A. (B3: AZUL4, OTC: AZULQ) is the largest airline in Brazil in terms of number of flights and cities served, operating approximately 1,000 daily flights to more than 150 destinations. With an operating passenger fleet of over 180 aircrafts and more than 15,000 crew members, the Company operates more than 400 nonstop routes. Azul was named by Cirium (a leading aviation analytics company) as one of the two most punctual airlines in the world in 2023. In 2020, the Company was awarded the world’s best airline by the TripAdvisor Travelers’ Choice Awards, being the only Brazilian airline to receive this recognition. For more information, visit ri.voeazul.com.br.
Contact
Investor Relations
Tel: +55 11 4831 2880
invest@voeazul.com.br
Press Relations
Tel: +55 11 4831 1245
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: September 25, 2025
Azul S.A.
By: /s/ Alexandre Wagner Malfitani
Name: Alexandre Wagner Malfitani
Title: Chief Financial Officer