Azul S.A. (OTC: AZULQ) details R$7.44B share issue in Chapter 11 plan

Rhea-AI Filing Summary

Azul S.A. reports that its board of directors approved a primary public equity offering in Brazil of 723,861,340,715 new common shares and 723,861,340,715 new preferred shares. The shares are priced at R$ 0.00013527 per common share and R$ 0.01014509 per preferred share, for total gross proceeds of R$ 7,441,550,992.27.

The transaction is an integral part of Azul’s restructuring plan under Chapter 11 of the U.S. Bankruptcy Code and is intended to capitalize certain company indebtedness, including mandatory equitization of senior secured notes, through the issuance of equity. Existing shareholders in Brazil were granted priority rights to subscribe on a pro rata basis, while ADR holders are excluded from the priority offer and may only participate directly in Brazilian shares if they qualify as professional investors.

The shares, ADRs and subscription warrants related to this transaction are being offered in Brazil and privately placed outside Brazil under exemptions from U.S. registration, and are not registered under the U.S. Securities Act or other U.S. securities laws.

Insights

Restructuring and capital markets analyst

Azul uses a large equity issuance to convert debt as part of its Chapter 11 plan.

Azul S.A. has approved a primary equity issuance of over 723.8 billion new common shares and 723.8 billion new preferred shares, raising R$ 7,441,550,992.27. The stated purpose is to implement the mandatory capitalization of certain indebtedness, including senior secured notes, under its Chapter 11 restructuring plan. This means creditors receive equity instead of cash repayment, materially changing the company’s capital structure.

The structure relies on Brazilian regulations, with a Priority Offering that grants existing shareholders in Brazil pro rata subscription rights, while ADR holders are excluded from these rights. Simultaneous private placements of shares in ADR form and related warrants to creditor entities are conducted under exemptions such as Section 1145 of the U.S. Bankruptcy Code and Regulation S under the Securities Act. Actual outcomes will depend on how much of the offer is taken up by current shareholders versus allocated to creditors.

The transaction is not registered under the U.S. Securities Act, and the instruments cannot be offered or sold in the United States or to U.S. persons except under applicable exemptions. Subsequent company disclosures through CVM, B3, and Azul’s investor relations website are expected to provide further details on the progress of this offering and its role in executing the confirmed restructuring plan.

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 January | 2026

Results of Primary Public Offering of Common Shares and Preferred Shares

São Paulo, January 6, 2026 – Azul S.A. (B3: AZUL4, OTC: AZULQ) (“Azul” or the “Company”), in compliance with the Brazilian Securities Commission (Comissão de Valores Mobiliários – “CVM”) Resolution No. 44, dated August 23, 2021, as amended, and Article 157, paragraph 4, of Law No. 6,404, dated December 15, 1976, as amended, hereby informs its shareholders and the market that, at a meeting held on January 6, 2026, the Company’s board of directors approved the issuance in Brazil (the “Offering”) of 723,861,340,715 new common shares and 723,861,340,715 new preferred shares (collectively, the “Shares”) at a price of R$ 0.00013527 per common share and R$ 0.01014509 per preferred share for an aggregate R$ 7,441,550,992.27, consisting of R$ 97,915,144.64 for the newly issued common shares and R$ 7,343,635,847.63 for the newly issued preferred shares.

The Offering was conducted pursuant to Article 26, item II, subsection “a”, of CVM Resolution No. 160, dated July 13, 2022, as amended, under the automatic registration procedure, in Brazil, and consisted exclusively of newly issued Shares of the Company.

As previously disclosed in the material facts dated December 12 and 22, 2025, the Offering is an integral part of the Company’s restructuring plan under Chapter 11 of the United States Bankruptcy Code (the “Plan”). The Offering is intended to implement the mandatory capitalization of certain indebtedness of the Company through the issuance of equity in connection with the Plan, including the mandatory equitization of the Company’s senior secured notes, in accordance with the terms and conditions approved in the restructuring proceedings.

In order to comply with applicable Brazilian regulations and to ensure the participation of existing shareholders, the Company granted priority rights to existing shareholders to subscribe for Shares on a pro rata basis, pursuant to CVM regulations (the “Priority Offering”).

Simultaneously with the Offering, Shares in the form of the Company’s American depositary receipts (“ADRs”) and the related subscription warrants will be privately placed outside Brazil exclusively with certain creditor entities acting for the benefit of the Company’s noteholders, in transactions exempt from or not subject to registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), including pursuant to Section 1145 of the United States Bankruptcy Code and/or Regulation S of the Securities Act.

The Offering is not being made to holders of the Company’s ADRs. Holders of ADRs will not be entitled to participate in the Priority Offering. ADR holders may only participate in the Offering if, and to the extent that, they qualify as professional investors under applicable Brazilian regulations and invest directly in Shares in Brazil, and not through ADRs. No offering of ADRs is being made to the public in connection with the Offering.

The Offering, including the Priority Offering, has not been and will not be registered under the Securities Act or under any other federal or state securities laws of the United States. The Shares, ADRs and subscription warrants may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This material fact is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in Brazil, the United States or any other jurisdiction. The distribution of this material fact and the offering and sale of securities in certain jurisdictions may be restricted or prohibited by law. Any information contained herein may not be taken, transmitted, disclosed, distributed or disseminated in the United States of America.

The Company will keep its shareholders and the market duly informed of the progress of the Offering in accordance with applicable Brazilian law and regulations, through the websites of the CVM (www.cvm.gov.br), B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br) and the Company’s investor relations website (https://ri.voeazul.com.br/).

São Paulo/SP, January 6, 2026.

Alexandre Wagner Malfitani

Chief Financial Officer and Investor Relations Officer

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 6, 2026

                                                                                                                Azul S.A.

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

FAQ

What equity offering did Azul S.A. (AZULQ) approve in January 2026?

Azul S.A. approved a primary public offering in Brazil of 723,861,340,715 new common shares and 723,861,340,715 new preferred shares, all newly issued by the company.

How much capital is Azul S.A. expected to raise from this offering?

The new common and preferred shares are priced to raise an aggregate of R$ 7,441,550,992.27, with R$ 97,915,144.64 from common shares and R$ 7,343,635,847.63 from preferred shares.

How does this share offering relate to Azul S.A.'s Chapter 11 restructuring?

The offering is described as an integral part of Azul S.A.'s Chapter 11 restructuring plan and is intended to implement the mandatory capitalization of certain indebtedness, including the mandatory equitization of senior secured notes.

Do existing Azul S.A. shareholders have subscription rights in the new offering?

Yes. The company granted existing shareholders in Brazil priority rights to subscribe for new shares on a pro rata basis under CVM regulations through a Priority Offering.

Can Azul S.A. ADR holders (AZULQ) participate in this offering?

The offering is not being made to ADR holders, who are not entitled to participate in the Priority Offering. ADR holders may only participate if they qualify as professional investors under Brazilian rules and invest directly in shares in Brazil.

Are the shares and related securities in this Azul S.A. transaction registered in the United States?

No. The Offering, including the Priority Offering, has not been and will not be registered under the U.S. Securities Act or other U.S. securities laws. Shares, ADRs and subscription warrants may only be transferred under applicable registration exemptions.

Where will Azul S.A. provide updates on the progress of the equity offering?

Azul S.A. states it will keep shareholders and the market informed through the websites of the CVM, B3, and the company's investor relations website at https://ri.voeazul.com.br/.