AZUL 6-K
Azul SA (AZUL)
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 December, 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
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Material Fact December | 2025 |
Azul reports unaudited monthly financial information to the US Court
São Paulo, December 29, 2025 – Azul S.A., “Azul” (B3:AZUL4, OTC:AZULQ), presented today its monthly operating reports, containing certain financial information for the period from November 1, 2025, to November 30, 2025, to the United States Bankruptcy Court for the Southern District of New York, as required during its previously announced Chapter 11 process. The monthly operating report includes items such as cash position, revenue, and profit and loss for the period mentioned above for each of Azul’s subsidiaries that are subject to the voluntary Chapter 11 process in the United States.
Additionally, the Company disclosed on this date preliminary and unaudited consolidated financial information for the period from November 1, 2025 to November 30, 2025, with the aim of keeping the market informed about the evolution of its financial and operational performance throughout its restructuring process.
| Highlights (R$ million) | Nov-25 |
| Total operating revenue | 1,817.4 |
| Adjusted EBITDA¹ | 621.8 |
| Adjusted EBITDA margin (%)¹ | 34.2% |
| Operating income¹ | 392.1 |
| Operating margin (%)¹ | 21.6% |
| Cash, cash equivalents and short-term investments | 1,348.31 |
| Accounts receivable | 3,749.38 |
¹Results adjusted for non-recurring items related to restructuring
The Company emphasizes that such information:
| · | are preliminary and have not been audited by its independent auditors; |
| · | were prepared exclusively for the purpose of complying with the requirements of Chapter 11, according to practices and criteria established by the United States rules applicable to that process; and |
| · | should not be directly compared to the regular financial statements previously disclosed by Azul. |
As Azul works to complete its restructuring process, the Company will issue a press release in connection with each monthly operating report filed with the Court.
Azul will continue to disclose quarterly financial statements revised by our auditors and annual financial statements audited according to CVM and SEC rules.
Communication and Transparency with the Market
Azul will keep its shareholders, customers, Crewmembers, and the market informed of all material developments in the restructuring process, in full compliance with applicable laws and regulations.
Stakeholders seeking specific information about Azul’s Chapter 11 case can visit its dedicated website at www.azulmaisforte.com.br. For case and claims information, please visit https://cases.stretto.com/Azul or call (833) 888-8055 (toll-free) or (949) 556-3896 (international).
About Azul
Azul S.A. (B3: AZUL4; OTC: AZULQ), the largest airline in Brazil in terms of cities served, offers more than 800 daily flights to 137 destinations. With an operational fleet of around 200 aircraft and over 14,000 crew members, the company operates a network of 250 direct routes. Azul was named by Cirium (a leading aviation data analytics company) as the 2nd most punctual airline in the world in 2023. In 2020, Azul was awarded as the best airline in the world by TripAdvisor, marking the first time a Brazilian airline achieved first place in the Traveller's Choice Awards. For more information visit ri.voeazul.com.br/en/.
Contact:
Investor Relations Tel: +55 11 4831 2880 |
Media Relations Tel: +55 11 98196-1035 |
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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: December 26, 2025
Azul S.A.
By: /s/ Alexandre Wagner Malfitani
Name: Alexandre Wagner Malfitani
Title: Chief Financial Officer