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 May 2026
Commission File Number: 001-38049
Azul S.A.
(Name of Registrant)
Edifício Jatobá, 8th Floor,
Condomínio Castelo Branco Office Park
Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939
Tamboré, Barueri, 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 ☒ | 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 ☒ |
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 ☒ |
Unaudited Interim Financial Statements for the First Quarter of 2026
Attached hereto as Exhibit 99.1 are the unaudited interim consolidated financial statements of Azul S.A. as of and for the three-month period ended March 31, 2026.
EXHIBIT INDEX
|
Exhibit |
Description of Exhibit |
| 99.1 | Unaudited interim consolidated financial statements of Azul S.A. as of and for the three-month period ended March 31, 2026 |
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: May 19, 2026
Azul S.A.
By: /s/ Antonio Carlos Garcia
Name: Antonio Carlos Garcia
Title: Chief Financial Officer
Unaudited Interim Financial Statements
1Q2026
Azul S.A.
Contents
| Statements of financial position | 3 |
| Statements of operations | 5 |
| Statements of comprehensive income | 6 |
| Statements of changes in equity | 7 |
| Statements of cash flows | 8 |
| Notes to the unaudited interim financial statements | 9 |
| 2 |  |
 | AZUL S.A. Statements of financial position As of March 31, 2026 (Unaudited) and December 31, 2025 (In thousands of Brazilian reais – R$) |
| Assets | Note | March 31, 2026 | December 31, 2025 | |
| Current assets | ||||
| Cash and cash equivalents | 6 | 2,088,030 | 991,644 | |
| Short-term investments | 7 | - | 26,286 | |
| Accounts receivable | 8 | 2,570,238 | 2,722,742 | |
| Inventories | 9 | 974,973 | 972,532 | |
| Deposits | 10 | 387,231 | 502,085 | |
| Taxes recoverable | 11 | 209,817 | 208,354 | |
| Advances to suppliers | 12 | 439,762 | 371,594 | |
| Other assets | 13 | 557,917 | 508,289 | |
| Total current assets | 7,227,968 | 6,303,526 | ||
| Non-current assets | ||||
| Accounts receivable | 8 | 15,279 | 29,452 | |
| Deposits | 10 | 2,372,436 | 2,377,624 | |
| Taxes recoverable | 11 | 46,509 | 46,509 | |
| Deferred taxes | 14 | 7,515,404 | - | |
| Other assets | 13 | 412,327 | 447,480 | |
| Property and equipment | 15 | 2,759,367 | 2,772,299 | |
| Right-of-use assets | 16 | 9,285,185 | 10,125,024 | |
| Intangible assets | 17 | 1,532,035 | 1,536,000 | |
| Total non-current assets | 23,938,542 | 17,334,388 | ||
| Total assets | 31,166,510 | 23,637,914 |
The accompanying notes are an integral part of these
unaudited interim financial statements.
| 3 | |
|
AZUL S.A. Statements of financial position As of March 31, 2026 (Unaudited) and December 31, 2025 (In thousands of Brazilian reais – R$) |
| Liabilities | Note | March 31, 2026 | December 31, 2025 | |
| Current liabilities | ||||
| Loans and financing | 18 | 1,068,827 | 13,783,259 | |
| Leases | 19 | 2,496,798 | 3,353,501 | |
| Convertible debt instruments | 20 | - | 88,996 | |
| Accounts payable | 21 | 2,935,636 | 3,931,201 | |
| Airport taxes and fees | 23 | 917,806 | 899,605 | |
| Air traffic liability, services and loyalty program | 24 | 5,675,432 | 6,240,689 | |
| Salaries and social charges | 25 | 527,298 | 533,713 | |
| Taxes payable | 26 | 168,437 | 144,007 | |
| Provisions | 27 | 474,128 | 374,141 | |
| Other liabilities | 29 | 215,024 | 124,039 | |
| Total current liabilities | 14,479,386 | 29,473,151 | ||
| Non-current liabilities | ||||
| Loans and financing | 18 | 8,644,588 | 9,276,345 | |
| Leases | 19 | 8,432,255 | 9,357,562 | |
| Convertible debt instruments | 20 | - | 308,370 | |
| Accounts payable | 21 | 161,496 | 948,543 | |
| Airport taxes and fees | 23 | 688,253 | 711,032 | |
| Taxes payable | 26 | 185,463 | 193,581 | |
| Provisions | 27 | 1,340,162 | 1,400,534 | |
| Other liabilities | 1,009,278 | 1,006,858 | ||
| Total non-current liabilities | 20,461,495 | 23,202,825 | ||
| Equity | 30 | |||
| Issued capital | 21,756,852 | 7,131,859 | ||
| Unpaid capital | (71,034) | (71,034) | ||
| Advance for future capital increase | 1,087 | - | ||
| Capital reserve | 3,208,509 | (1,408,711) | ||
| Treasury shares | (1,433) | (1,433) | ||
| Other comprehensive income | 4,903 | 4,903 | ||
| Accumulated losses | (28,673,255) | (34,693,646) | ||
| (3,774,371) | (29,038,062) | |||
| Total liabilities and equity | 31,166,510 | 23,637,914 |
The accompanying notes are an integral part of these unaudited interim financial statements.
| 4 | |
|
AZUL S.A. Statements of operations Quarters ended March 31, 2026 and 2025 (Unaudited) (In thousands of Brazilian reais – R$) |
| Three-month periods ended | ||||
| Description | Note | March 31, 2026 | March 31, 2025 | |
| Passenger revenue | 5,048,777 | 5,017,374 | ||
| Other revenues | 422,591 | 377,048 | ||
| Total revenue | 33 | 5,471,368 | 5,394,422 | |
| Aircraft fuel | (1,340,964) | (1,571,989) | ||
| Salaries and employee benefits | (710,830) | (707,882) | ||
| Shared-based incentive | (60,860) | (12,798) | ||
| Airport taxes and fees | (301,998) | (317,829) | ||
| Auxiliary services for air transport | (232,366) | (233,764) | ||
| Maintenance | (290,897) | (202,493) | ||
| Selling expenses | (254,646) | (245,810) | ||
| Depreciation and amortization | (654,408) | (815,237) | ||
| Insurance | (30,526) | (18,000) | ||
| Breakage – GUC | 1,589,798 | - | ||
| Restructuring costs - Chapter 11 | (307,982) | - | ||
| Others | (917,916) | 212,269 | ||
| (3,513,595) | (3,913,533) | |||
| Operating (loss) profit | 1,957,773 | 1,480,889 | ||
| Financial income | 30,001 | 31,589 | ||
| Financial expenses | (4,953,677) | (2,798,926) | ||
| Derivative financial instruments, net | - | 204,868 | ||
| Foreign currency exchange, net | 1,472,767 | 2,735,210 | ||
| Financial result | 34 | (3,450,909) | 172,741 | |
| Profit (loss) before IR and CSLL | (1,493,136) | 1,653,630 | ||
| Current income tax and social contribution | 14 | (1,877) | (15) | |
| Deferred income tax and social contribution | 14 | 7,515,404 | - | |
| Profit for the quarter | 6,020,391 | 1,653,615 | ||
| Basic profit per common share – R$ | 22.86 | 3.86 | ||
| Diluted profit per common share – R$ | 22.86 | 3.38 | ||
The accompanying notes are an integral part of these unaudited interim financial statements.
| 5 | |
|
AZUL S.A. Statements of comprehensive income Quarters ended March 31, 2026 and 2025 (Unaudited) (In thousands of Brazilian reais – R$) |
| Three-month periods ended | ||
| Description | March 31, 2026 | March 31, 2025 |
| Profit for the quarter | 6,020,391 | 1,653,615 |
| Other comprehensive income to be reclassified to profit or loss in subsequent periods: | ||
| Total comprehensive income | 6,020,391 | 1,653,615 |
The accompanying notes are an integral part of these unaudited interim financial statements.
| 6 | |
|
AZUL S.A. Statements of changes in equity Quarters ended March 31, 2026 and 2025 (Unaudited) (In thousands of Brazilian reais – R$) |
| Description | Note | Issued capital | Unpaid capital | AFAC (a) | Capital reserve |
Treasury shares | Other comprehensive income | Accumulated losses | Total |
| On December 31, 2025 | 7,131,859 | (71,034) | - | (1,408,711) | (1,433) | 4,903 | (34,693,646) | (29,038,062) | |
| Profit for the quarter | - | - | - | - | - | - | 6,020,391 | 6,020,391 | |
| Total comprehensive income (loss) | - | - | - | - | - | - | 6,020,391 | 6,020,391 | |
| Capital increase | 30 | 14,624,993 | - | 1,087 | - | - | - | - | 14,626,080 |
| Cost of issuing shares | 31 | - | - | - | (533,734) | - | - | - | (533,734) |
| Share-based incentive | 32 | - | - | - | 60,861 | - | - | - | 60,861 |
| Effect of fair value of shares issued (b) | 30 | - | - | - | 5,090,093 | - | - | - | 5,090,093 |
| On March 31, 2026 | 21,756,852 | (71,034) | 1,087 | 3,208,509 | (1,433) | 4,903 | (28,673,255) | (3,774,371) |
| Description | Note | Issued capital | AFAC (a) | Capital reserve |
Treasury shares | Other comprehensive income | Accumulated losses | Total |
| On December 31, 2024 | 2,315,628 | - | 2,066,023 | (4,334) | 5,917 | (34,818,504) | (30,435,270) | |
| Profit for the quarter | - | - | - | - | - | 1,653,615 | 1,653,615 | |
| Total comprehensive income (loss) | - | - | - | - | - | 1,653,615 | 1,653,615 | |
| Capital increase | 30 | 3,080,940 | 1,843 | - | - | - | - | 3,082,783 |
| Share-based incentive | 32 | - | - | 12,806 | - | - | - | 12,806 |
| Effect of fair value of shares issued (b) | 30 | - | - | (2,765,066) | - | - | - | (2,765,066) |
| On March 31, 2025 | 5,396,568 | 1,843 | (686,237) | (4,334) | 5,917 | (33,164,889) | (28,451,132) |
(a) Advance for future capital increase.
(b) Difference between the issuance price and the fair value of the shares.
The accompanying notes are an integral part of these unaudited interim financial statements.
| 7 | |
|
AZUL S.A. Statements of cash flows Quarters ended March 31, 2026 and 2025 (Unaudited) (In thousands of Brazilian reais – R$) |
| Three-month periods ended | ||
| Description | March 31, 2026 | March 31, 2025 |
| Cash flows from operating activities | ||
| Profit for the quarter | 6,020,391 | 1,653,615 |
| Result reconciliation items | ||
| Depreciation and amortization | 654,408 | 815,237 |
| Derivative financial instruments, net | - | (204,868) |
| Share-based incentive | 60,861 | 12,798 |
| Foreign currency exchange, net | (1,451,665) | (2,764,220) |
| Financial result | 757,587 | 2,555,191 |
| Fair value adjustment on conversion into shares | 5,090,093 | - |
| Renegotiations – financial – Chapter 11 | (856,970) | - |
| Renegotiations – operational – Chapter 11 | (1,589,798) | - |
| Provisions, net | 153,607 | 21,054 |
| Recovery of expenses and write-offs of assets and liabilities | (16,707) | - |
| Result from modification of lease and provision | (81,160) | (1,231,075) |
| Result in the write-off of property and equipment, intangible assets and lease | (52,145) | 39,609 |
| Deferred income tax and social contribution | (7,515,404) | - |
| Result of sale and sale and leaseback | (1,936) | (1,798) |
| Reconciled result | 1,171,162 | 895,543 |
| Changes in operating assets and liabilities | ||
| Accounts receivable | 257,428 | (50,649) |
| Inventories | 968 | (19,437) |
| Deposits | 32,660 | (29,747) |
| Taxes recoverable | (574) | (27,701) |
| Derivative financial instruments, net | - | (25,259) |
| Other assets | 28,623 | (100,003) |
| Accounts payable | (851,659) | (311,169) |
| Airport taxes and fees | (38,787) | 94,220 |
| Air traffic liability, services and loyalty program | (587,361) | 140,021 |
| Salaries and social charges | 12,244 | 29,460 |
| Taxes payable | 23,546 | (41,123) |
| Provisions | (74,808) | (137,659) |
| Other liabilities | 93,816 | 37,154 |
| Total changes in operating assets and liabilities | (1,103,904) | (441,892) |
| Interest paid | ||
| Loans and financing | (56,603) | (360,034) |
| Lease | (38,838) | (163,953) |
| Convertible debt instruments | - | (133,073) |
| Others | (100,562) | (109,766) |
| (196,003) | (766,826) | |
| Net cash provided by operating activities | (128,745) | (313,175) |
| Cash flows from investing activities | ||
| Short-term investments | 26,663 | (103,495) |
| Cash received on sale of property and equipment | - | 7,270 |
| Sale and leaseback | 69,320 | 2,387 |
| Acquisition of property and equipment | (66,120) | (30,711) |
| Acquisition of capitalized maintenance | (29,754) | (97,630) |
| Acquisition of intangible assets | (42,758) | (15,989) |
| Net cash used by investing activities | (42,649) | (238,168) |
| Cash flows from financing activities | ||
| Loans and financing | ||
| Proceeds | 7,057,427 | 3,093,825 |
| Repayment | (7,588,195) | (1,924,165) |
| Costs | (80,133) | (315,190) |
| Leases | (781,281) | (1,033,147) |
| Capital increase | 2,754,607 | - |
| Advance for future capital increase | 1,087 | 1,843 |
| Net cash provided (used) by financing activities | 1,363,512 | (176,834) |
| Exchange rate changes on cash and cash equivalents | (95,732) | (21,135) |
| Increase (decrease) in cash and cash equivalents | 1,096,386 | (749,312) |
| Cash and cash equivalents at the beginning of the period | 991,644 | 1,210,009 |
| Cash and cash equivalents at the end of the period | 2,088,030 | 460,697 |
The accompanying notes are an integral part of these unaudited interim financial statements.
| 8 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
1. OPERATIONS
Azul S.A. (“Azul”), together with its subsidiaries (“Company”), is a corporation governed by its bylaws, as per Law No. 6404/76 and by the corporate governance level 2 listing regulation of B3 S.A. – Brasil, Bolsa, Balcão (“B3”). Azul was incorporated on January 3, 2008, and its core business comprises the operation of regular and non-regular airline passenger services, cargo and mail transportation, passenger charter, provision of maintenance and hangar services for aircraft, engines, parts and components, aircraft acquisition and lease, development of frequent-flyer programs, development of related activities and equity interests in other companies since the beginning of its operations on December 15, 2008.
Azul conducts its operations through its subsidiaries, primarily Azul Linhas Aéreas Brasileiras S.A. (“ALAB”) and Azul Conecta Ltda. (“Conecta”), which are authorized by governmental authorities to operate airline services, and ATS Viagens e Turismo Ltda. (“Azul Viagens”), which provides tourism services.
The shares of Azul are traded on B3 and are currently suspended from trading on the New York Stock Exchange (“NYSE”) as a result of the voluntary financial reorganization process under Chapter 11 of the U.S. Bankruptcy Code. On February 20, 2026, the Company formally completed its emergence from the process upon fulfilling the conditions precedent set forth in the Reorganization Plan (“Plan”).
Azul is headquartered at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 8th floor, in the city of Barueri, State of São Paulo, Brazil.
1.1 Organizational structure
The Company’s organizational structure as of March 31, 2026 is as follows:
| 9 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
Listed below are the main activities in which Azul’s subsidiaries are engaged, including the respective equity interests.
| % equity interest | ||||||
Company |
Type of investment | Main activity |
State |
Country |
March 31, 2026 | December 31, 2025 |
| Azul IP Cayman Holdco Ltd. (Azul Cayman Holdco) | Direct | Equity holding in other companies | George Town | Cayman Islands | 25% | 25% |
| Azul IP Cayman Ltd. (Azul Cayman) | Indirect | Intellectual property owner | George Town | Cayman Islands | 100% | 100% |
| IntelAzul S.A. (IntelAzul) | Direct | Frequent-flyer program | São Paulo | Brazil | 100% | 100% |
| Azul IP Cayman Holdco Ltd. (Azul Cayman Holdco) | Indirect | Equity holding in other companies | George Town | Cayman Islands | 25% | 25% |
| Azul Linhas Aéreas Brasileiras S.A. (ALAB) | Direct | Airline operations | São Paulo | Brazil | 100% | 100% |
| Azul IP Cayman Holdco Ltd. (Azul Cayman Holdco) | Indirect | Equity holding in other companies | George Town | Cayman Islands | 25% | 25% |
| Azul Conecta Ltda. (Conecta) | Indirect | Airline operations | São Paulo | Brazil | 100% | 100% |
| ATS Viagens e Turismo Ltda. (Azul Viagens) | Indirect | Travel packages | São Paulo | Brazil | 100% | 100% |
| ATSVP Viagens Portugal, Unipessoal LDA (Azul Viagens Portugal) | Indirect | Travel packages | Lisbon | Portugal | 100% | 100% |
| Azul IP Cayman Holdco Ltd. (Azul Cayman Holdco) | Indirect | Equity holding in other companies | George Town | Cayman Islands | 25% | 25% |
| Cruzeiro Participações S.A (Cruzeiro) | Indirect | Equity holding in other companies | São Paulo | Brazil | 100% | 100% |
| Azul Investments LLP (Azul Investments) | Indirect | Funding | Delaware | USA | 100% | 100% |
| Azul SOL LLC (Azul SOL) | Indirect | Aircraft financing | Delaware | USA | 100% | 100% |
| Azul Finance LLC (Azul Finance) | Indirect | Aircraft financing | Delaware | USA | 100% | 100% |
| Azul Finance 2 LLC (Azul Finance 2) | Indirect | Aircraft financing | Delaware | USA | 100% | 100% |
| Azul Finance 3 LLC (Azul Finance 3) | Indirect | Aircraft financing | Delaware | USA | 100% | - |
| Blue Sabiá LLC (Blue Sabiá) | Indirect | Aircraft financing | Delaware | USA | 100% | 100% |
| Canela Investments LLC (Canela) | Indirect | Aircraft financing | Delaware | USA | 100% | 100% |
| Canela Turbo Three LLC (Canela Turbo) | Indirect | Aircraft financing | Delaware | USA | 100% | 100% |
| Canela 336 LLC (Canela 336) | Indirect | Aircraft financing | Delaware | USA | 100% | 100% |
| Azul Saira LLC (Azul Saira) | Indirect | Aircraft financing | Delaware | USA | 100% | 100% |
| Azul Secured Finance LLP (Azul Secured) | Indirect | Funding | Delaware | USA | 100% | 100% |
| Azul Secured Finance 2 LLP (Azul Secured 2) | Indirect | Funding | Delaware | USA | 100% | 100% |
| (a) | Azul Finance 3 LLC was incorporated on February 24, 2026. |
| 1.2 | Seasonality |
The Company’s operating revenues substantially depend on the general volume of passenger and cargo traffic, which is subject to seasonal changes. Our passenger revenues are generally higher during the summer and winter holidays. Considering the distribution of fixed costs, this seasonality tends to cause variations in the operating results between periods of the fiscal year.
2. GOING CONCERN
2.1 Management’s Representation
The Company’s unaudited interim financial statements has been prepared on a going concern basis, which assumes that the Company will continue to operate in the ordinary course of business and will be able to fulfill its obligations as they fall due.
Management has assessed the Company’s ability to continue as a going concern considering a minimum horizon of 12 months from the date of authorization for issue of these unaudited interim financial statements, including subsequent events occurring up to date.
| 10 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
In performing this assessment, the following factors were considered:
| · | The business plan submitted to the Court; |
| · | The implementation of financial reorganization measures; |
| · | The effective completion of the reorganization process; and |
| · | Revised projections on cash flows and liquidity position. |
Based on these analyses, despite the negative net working capital, Management concluded that there are no material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern in the foreseeable future, and that the use of the going concern assumption is appropriate.
2.2 Main events during the period
2.2.1 Completion of the Reorganization Process
On February 20, 2026, the Company formally completed its emergence from the voluntary financial reorganization process under Chapter 11 of the U.S. Bankruptcy Code upon fulfilling all conditions precedent set forth in the Plan confirmed by the court. In light of the effectiveness of such emergence (the “Plan Effective Date”), all binding effects of the Plan became legally and accounting effective.
The Plan implementation resulted in a significant transformation of the Company’s capital structure. Share capital reached R$21,757 million as of the emergence date, reflecting the conversion of debt into equity, the raising of new funds, and other transactions foreseen in the Plan.
The main financial effects arising from such process completion were:
| · | Reduction of loans and financing balance, with the conversion of debt into equity, as approved under the Plan and disclosed in Note 18.2 – Reorganization; |
| · | Reduction of aircraft lease obligations and accounts payables; and |
| · | The raising of US$1.4 billion through a private placement of senior debt notes (Exit Notes). |
2.2.2 Impacts of the Strait of Hormuz Conflict
Recent global developments related to the conflict in the Strait of Hormuz have contributed to a sharp increase in Brent crude oil prices, directly affecting fuel costs incurred by airlines. Management has been closely monitoring this geopolitical scenario, which continues to drive volatility in the international oil market and to significantly pressure operating costs across the sector. In response, measures have been adopted to preserve operational efficiency, including temporary adjustments to the route network, resources optimization and the intensification of initiatives with governmental authorities in pursuit of tax benefits to help mitigate the financial impacts arising from this scenario.
| 11 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
2.2.3 Reverse Stock Split
On March 25, 2026, the Company held a shareholders’ meeting to approve a reverse stock split at a ratio of 150,000 to 1. The reverse stock split became effective on April 20, 2026, when the shares began to be traded under ticker symbol AZUL3.
2.2.4 Changes in Management
On April 6, 2026, the Company announced that Mr. Alexandre Wagner Malfitani submitted his resignation from the positions of Chief Financial Officer (CFO) and Investor Relations Officer (IRO), effective as of April 20, 2026. On the same date, the Company announced the appointment of Mr. Antônio Carlos Garcia to the positions of Vice President, Chief Financial Officer and Investor Relations Officer, effective as of April 20, 2026.
2.2.5 Recognition of deferred tax assets
Following the completion of the reorganization process under Chapter 11, Management concluded that there is convincing evidence that sufficient future taxable income will be available to allow the full utilization of tax loss carryforwards, and recognized deferred tax assets in the amount of R$7,515,404. Deferred tax assets were initially recognized as deferred tax income in the statement of operations for the period.
2.3 Net working capital and capital structure
As of March 31, 2026, the Company’s net working capital and equity position are as follows:
| Description | March 31, 2026 | December 31, 2025 | Variation |
| Net working capital | (7,251,418) | (23,169,625) | 15,918,207 |
| Equity | (3,774,371) | (29,038,062) | 25,263,691 |
The changes in net working capital and equity balances mainly derived from the reduction of the loans and financing balance with the conversion of debt into equity, and the capital increases made during the quarter. Additionally, equity was positively impacted by the recognition of deferred tax assets.
3. MANAGEMENT’S REPRESENTATION, BASIS OF PREPARATION AND PRESENTATION OF THE UNAUDITED INTERIM FINANCIAL STATEMENTS
The Company’s unaudited interim financial statements for the period ended March 31, 2026 has been prepared in accordance with IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (“IASB”).
| 12 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
This information does not include all requirements for the presentation of annual financial statements and is presented along with information and significant changes occurred during the period, without the level of detail of certain notes previously disclosed. In Management’s opinion, this presentation provides sufficient understanding of the Company’s financial position and performance during the unaudited interim period.
The Company’s unaudited interim financial statements has been prepared in Brazilian reais (R$), which is the functional and presentation currency. All currencies stated herein are expressed in thousands, unless otherwise stated.
The Company mainly operates through its aircraft and other assets that support flight operations, which comprise its cash-generating unit (CGU) and its only reportable segment: air transport.
The preparation of the Company’s unaudited interim financial statements requires Management to exercise judgments and make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. However, the uncertainty inherent in these judgments, estimates and assumptions may give rise to results that require significant adjustments to the carrying amounts of assets, liabilities, income and expenses in future years.
The unaudited interim financial statements has been prepared on a historical cost basis, except for investments accounted for under the equity method.
3.1 Approval and authorization for issue of the unaudited interim financial statements
These unaudited interim financial statements were approved and authorized for issue at the Board of Directors’ meeting held on May 5, 2026.
4. MATERIAL ACCOUNTING POLICIES
The Company’s unaudited interim financial statements has been prepared in accordance with material accounting policies and practices, and estimate calculation methods adopted and presented in detail in the financial statements for the year ended December 31, 2025 disclosed on March 27, 2026 and, therefore, should be read together.
4.1 New and revised relevant accounting standards and interpretations
The following accounting standards will become effective as of January 1, 2027:
| Standard | Description |
| IFRS 9 | Review of the rules for classifying and measuring financial assets with variable and non-linear cash flows |
| IFRS 18 | Replaces CPC 26 (R1) (IAS 1) and introduces changes in the presentation and disclosure of the Financial Statements. |
| IFRS 19 | Disclosure of subsidiaries without public accountability |
| IAS 7 and IFRS 7 | Increase transparency regarding liquidity risk and the maturities of financial instruments, loans and financing |
| 13 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
5. FOREIGN CURRENCY TRANSACTIONS
Foreign currency transactions are recorded at the exchange rate prevailing at the transaction dates. Monetary assets and liabilities designated in foreign currency are determined based on the exchange rate in effect at the end of the reporting period, and any differences resulting from currency translation are recorded under “Foreign currency exchange, net” in the statement of operations.
The exchange rates in Brazilian reais are as follows:
| Final exchange rates | Average exchange rates | |||||
| Description | March 31, 2026 | December 31, 2025 | Variation % | March 31, 2026 | March 31, 2025 | Variation % |
| U.S. dollar | 5.2194 | 5.5024 | (5.1%) | 5.2591 | 5.5855 | (5.8%) |
| Euro | 6.0117 | 6.4692 | (7.1%) | 6.1511 | 6.3094 | (2.5%) |
6. CASH AND CASH EQUIVALENTS
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Cash | 381,481 | 196,061 |
| Cash equivalents: | ||
| Bank Deposit Certificate – CDB | 6,260 | 3,625 |
| Repurchase agreements | 256,205 | 333,223 |
| Automatic application - DIP (a) | 238,843 | 213,287 |
| Automatic application (a) | 1,202,741 | - |
| Time Deposit (a) | 1,202,741 | 245,448 |
| Others | 2,500 | - |
| 2,088,030 | 991,644 |
(a) Investments denominated in U.S. dollars.
7. SHORT-TERM INVESTMENTS
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Investment funds | - | 26,286 |
| - | 26,286 |
| 14 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
The movement of the allowance for losses is as follows:
| Description | March 31, 2026 (Unaudited) |
| Balances at the beginning of the period | 117,684 |
| Write-offs | (117,684) |
| Balances at the end of the period | - |
8. ACCOUNTS RECEIVABLE
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Local currency | ||
| Credit card companies | 1,706,380 | 1,957,920 |
| Cargo and travel agencies | 366,961 | 311,706 |
| Loyalty program partners | 233,784 | 146,035 |
| Others | 90,040 | 89,675 |
| Total local currency | 2,397,165 | 2,505,336 |
| Foreign currency | ||
| Reimbursement receivable for contractual guarantees | 104,901 | 104,901 |
| Clearinghouse | 26,348 | 46,060 |
| Credit card companies | 21,267 | 18,104 |
| Reimbursement receivable for maintenance reserves | 6,155 | 7,057 |
| Others | 55,459 | 93,551 |
| Total foreign currency | 214,130 | 269,673 |
| Total | 2,611,295 | 2,775,009 |
| Provision for loss | (25,778) | (22,815) |
| Total net | 2,585,517 | 2,752,194 |
| Current | 2,570,238 | 2,722,742 |
| Non-current | 15,279 | 29,452 |
In Brazil, credit card receivables are not exposed to the cardholder’s credit risk. The balances can be readily converted into cash, when necessary, through discounting arrangements with credit card companies.
During the quarter ended March 31, 2026, the Company collected in advance the amount of R$2,693,845 referring to accounts receivable from credit card companies, without recourse, at an average cost of 1.3% p.m. on the discounted amount, resulting in interest expense of R$96,237 (R$109,113 as of March 31, 2025).
| 15 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
Aging list of accounts receivable, net of allowances for losses:
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Not past due | ||
| Up to 90 days | 1,559,723 | 1,333,233 |
| 91 to 180 days | 408,624 | 642,072 |
| 181 to 360 days | 426,431 | 507,918 |
| Over 360 days | 15,279 | 29,452 |
| 2,410,057 | 2,512,675 | |
| Past due | ||
| Up to 90 days | 52,083 | 103,562 |
| 91 to 180 days | 9,187 | 21,668 |
| 181 to 360 days | 31,214 | 39,775 |
| Over 360 days | 108,754 | 97,329 |
| 201,238 | 262,334 | |
| Provision for loss | (25,778) | (22,815) |
| Total | 2,585,517 | 2,752,194 |
Of the balance past due for more than 90 days, R$104,901 refers to reimbursements receivable from contractual guarantees due from aircraft manufacturers. The Company is currently holding discussions with these manufacturers.
Up to April 30, 2026, R$16,894 of the total past-due amount had been collected.
The movement in the allowance for losses is as follows:
| Three-month periods ended | ||
| Description | March 31, 2026 (Unaudited) | March 31, 2025 (Unaudited) |
| Balances at the beginning of the period | (22,815) | (27,724) |
| Additions | (4,181) | (9,832) |
| Reversals | 1,218 | 5,730 |
| Write-off of uncollectible amounts | - | 2,183 |
| Balances at the end of the period | (25,778) | (29,643) |
9. INVENTORIES
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Maintenance materials and parts | 995,195 | 1,000,881 |
| Flight attendant, uniforms and others | 30,006 | 25,288 |
| Provision for loss | (50,228) | (53,637) |
| Total net | 974,973 | 972,532 |
| 16 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
The movement in the allowance for inventory losses is as follows:
| Three-month periods ended | ||
| Description | March 31, 2026 (Unaudited) | March 31, 2025 (Unaudited) |
| Balances at the beginning of the period | (53,637) | (53,553) |
| Movement, net | 3,409 | 9,539 |
| Balances at the end of the period | (50,228) | (44,014) |
10. DEPOSITS
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Security deposits | 763,635 | 807,590 |
| Maintenance reserves | 2,703,031 | 2,797,710 |
| Total | 3,466,666 | 3,605,300 |
| Provision for loss | (706,999) | (725,591) |
| Total net | 2,759,667 | 2,879,709 |
| Current | 387,231 | 502,085 |
| Non-current | 2,372,436 | 2,377,624 |
The movement in security deposits and maintenance reserves is as follows:
| Description | Security deposits | Maintenance reserves | Total |
| On December 31, 2025 | 807,590 | 2,072,119 | 2,879,709 |
| Additions | 71,965 | 211,553 | 283,518 |
| Returns | (78,618) | (21,531) | (100,149) |
| Provision movement | - | (18,457) | (18,457) |
| Use by the lessor | - | (138,858) | (138,858) |
| Foreign currency exchange | (37,302) | (108,794) | (146,096) |
| On March 31, 2026 (Unaudited) | 763,635 | 1,996,032 | 2,759,667 |
| 17 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
The movement in the allowance for losses is as follows:
| Three-month periods ended | ||
| Description | March 31, 2026 (Unaudited) | March 31, 2025 (Unaudited) |
| Balances at the beginning of the period | (725,591) | (238,088) |
| Movements | ||
| Additions | (137,019) | (4,057) |
| Reversals | - | 33,804 |
| Utilization | 118,562 | 23,211 |
| (18,457) | 52,958 | |
| Foreign currency exchange | 37,049 | 16,936 |
| Balances at the end of the period | (706,999) | (168,194) |
11. TAXES RECOVERABLE
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| PIS and COFINS | 85,448 | 81,906 |
| ICMS | 67,505 | 68,707 |
| Taxes withheld | 113,065 | 109,938 |
| Provision for loss | (10,767) | (10,767) |
| Others | 1,075 | 5,079 |
| 256,326 | 254,863 | |
| Current | 209,817 | 208,354 |
| Non-current | 46,509 | 46,509 |
There was no movement in the allowance for losses during the quarter.
12. ADVANCES TO SUPPLIERS
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Local currency | 186,282 | 152,533 |
| Foreign currency | 310,395 | 271,997 |
| Provision for loss | (56,915) | (52,936) |
| 439,762 | 371,594 |
| 18 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
The movement in the allowance for losses is as follows:
| Three-month periods ended | ||
| Description | March 31, 2026 (Unaudited) | March 31, 2025 (Unaudited) |
| Balances at the beginning of the period | (52,936) | (69,273) |
| Additions | (12,099) | (13,701) |
| Reversals | 8,120 | 5,505 |
| Balances at the end of the period | (56,915) | (77,469) |
13. OTHER ASSETS
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Insurance | 106,403 | 135,307 |
| Maintenance | 468,955 | 523,068 |
| Commissions | 103,071 | 103,831 |
| Vendor credits | 142,911 | 58,586 |
| Others | 148,904 | 134,977 |
| Total | 970,244 | 955,769 |
| Current | 557,917 | 508,289 |
| Non-current | 412,327 | 447,480 |
| 19 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
14. INCOME TAX AND SOCIAL CONTRIBUTION
14.1 Reconciliation of the effective tax rate
| Three-month periods ended | ||
| Description | March 31, 2026 (Unaudited) | March 31, 2025 (Unaudited) |
| Profit (loss) before IR and CSLL | (1,493,136) | 1,653,630 |
| Combined nominal tax rate | 34% | 34% |
| Taxes calculated at nominal rates | 507,666 | (562,234) |
| Adjustments to determine the effective rate | ||
| Deferred taxes | 7,803,330 | 510,605 |
| Non-taxable effect of the fair value measurement of convertible instruments | - | 67,149 |
| Permanent differences | (579,330) | (15,541) |
| Worldwide taxation | (287,926) | - |
| Others | 69,787 | 6 |
| 7,513,527 | (15) | |
| Current income tax and social contribution | (1,877) | (15) |
| Deferred income tax and social contribution | 7,515,404 | - |
| 7,513,527 | (15) | |
| Effective rate | -503.2% | 0.0% |
| 20 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
14.2 Breakdown of deferred income tax and social contribution
| Description | December 31, 2025 | Result | March 31, 2026 (Unaudited) | |
| Deffered liabilities | ||||
| Breakage | (326,206) | 7,515 | (318,691) | |
| Foreign currency exchange | (4,425,099) | 1,110,781 | (3,314,318) | |
| Leases | (3,442,508) | 285,545 | (3,156,963) | |
| Others | (1,668) | - | (1,668) | |
| Total | (8,195,481) | 1,403,841 | (6,791,640) | |
| Deferred tax asset | ||||
| Foreign currency exchange | 3,282,391 | (582,411) | 2,699,980 | |
| Leases | 4,321,762 | (605,883) | 3,715,879 | |
| Temporary provisions | 939,334 | (71,608) | 867,726 | |
| Tax loss carryforwards and negative bases | 8,787,950 | 1,945,891 | 10,733,841 | |
| Others | 402,104 | (78,743) | 323,361 | |
| 17,733,541 | 607,246 | 18,340,787 | ||
| Total | 9,538,060 | 2,011,087 | 11,549,147 | |
| Total income tax and deferred social contribution | - | 7,515,404 | 7,515,404 | |
| Total | 9,538,060 | (5,504,317) | 4,033,743 | |
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Tax losses and negative bases | 31,570,122 | 25,846,911 |
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Tax loss (25%) | 7,892,531 | 6,461,728 |
| Negative social contribution bases (9%) | 2,841,310 | 2,326,222 |
| Deferred tax asset recognized | (7,515,404) | - |
| 3,218,437 | 8,787,950 |
14.3 Breakdown of deferred tax assets
For the recognition of deferred tax assets arising from temporary differences and tax loss carryforwards, the Company assesses the expected generation of future taxable income against which those temporary differences and tax loss carryforwards would be offset. Deferred tax assets and liabilities are offset when there is a legally enforceable right and the intent to offset them when calculating current taxes, generally related to the same legal entity and the same tax authority.
| 21 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period of realization or settlement, pursuant to the prevailing legislation. No present value discounts are applied. Balances are reviewed at the end of each reporting period.
The combined tax rate applied is 34% comprising 25% of income tax (IRPJ) and 9% of social contribution (CSLL), in accordance with the Brazilian tax laws in effect. Tax losses can be carried forward indefinitely in Brazil; however, their annual offset is limited to 30% of taxable income for each period.
| 14.3.1 | Recognition of deferred tax assets |
The Company posted successive tax losses from 2021 to 2024, substantially arising from financial expenses generated by its high level of indebtedness, which is the reason the Company had not previously recognized deferred tax assets. However, upon completion of the Chapter 11 reorganization, Management identified the following evidence supporting the recognition of deferred tax assets:
| · | Financial reorganization under Chapter 11: during the current quarter, the Company effectively completed its emergence from the financial reorganization plan before the United States Bankruptcy Court for the Southern District of New York. The plan was primarily intended to substantially reduce indebtedness and, consequently, financial expenses, which mainly resulted in historical tax losses; and |
| · | Financial projections: the business plan for the 2025–2045 period indicates the generation of sufficient taxable income. Projections are based on assumptions of revenue growth, route network and fleet optimization, as well as the reduction of financial expenses resulting from the reorganization. |
Future taxable income projections have been prepared, approved and validated by the Company’s Management, and are consistent with the long-term business plan.
| 14.3.2 | Disclosure of material uncertainties |
In conformity with the applicable regulations, Management discloses the following material uncertainties regarding the recognition of deferred tax assets:
| · | Macroeconomic volatility: the projections are sensitive to fluctuations in the BRL/USD exchange rates and in jet fuel prices, given the weight of these items in the aviation cost structure; |
| · | Annual offset limit and tax rates. Future changes in Brazilian tax legislation could impact tax offsetting; and |
| · | Long-term projections: the projection horizon involves uncertainties. Management reviews the projections at the end of each reporting period. |
Based on the information available at the date of approval of these unaudited interim financial statements, Management considers that the positive evidence outweighs the negative evidence and supports the long-term business plan.
| 22 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
15. PROPERTY AND EQUIPMENT
| Description | Weighted average rate (p.a.) | December 31, 2025 | Additions | Write-offs | March 31, 2026 (Unaudited) |
| Cost | |||||
| Aircraft parts and equipment | 2,452,342 | 55,723 | (15,418) | 2,492,647 | |
| Non-aircraft equipment | 107,196 | 2,322 | - | 109,518 | |
| Aircraft, engines and simulators | 301,734 | 54,046 | (57,096) | 298,684 | |
| Improvements | 650,405 | - | (51,450) | 598,955 | |
| Maintenance | 32,982 | 1,353 | - | 34,335 | |
| Others | 29,085 | - | - | 29,085 | |
| Construction in progress | 52,707 | 556 | - | 53,263 | |
| Advance payments for acquisition of aircraft | 885,188 | 39,286 | - | 924,474 | |
| 4,511,639 | 153,286 | (123,964) | 4,540,961 | ||
| Depreciation | |||||
| Aircraft parts and equipment | 8% | (1,168,239) | (50,120) | 9,129 | (1,209,230) |
| Non-aircraft equipment | 10% | (73,883) | (2,693) | - | (76,576) |
| Aircraft, engines and simulators | 8% | (199,054) | (5,746) | 2,336 | (202,464) |
| Improvements | 8% | (251,924) | (13,372) | 19,865 | (245,431) |
| Maintenance | 17% | (21,978) | (1,391) | - | (23,369) |
| Others | 4% | (24,262) | (262) | - | (24,524) |
| (1,739,340) | (73,584) | 31,330 | (1,781,594) | ||
| Total property and equipment, net | 2,772,299 | 79,702 | (92,634) | 2,759,367 | |
16. RIGHT-OF-USE ASSETS
| Description | Weighted average rate (p.a.) | December 31, 2025 | Additions | Write-offs | Modifica-tions | March 31, 2026 (Unaudited) |
| Cost | ||||||
| Aircraft, engines and simulators | 16,871,616 | 199,579 | (1,065,846) | (81,868) | 15,923,481 | |
| Maintenance | 2,966,123 | 103,934 | (74,037) | - | 2,996,020 | |
| Restorations | 911,522 | 5,132 | (19,816) | 21,624 | 918,462 | |
| Others | 385,757 | 6,285 | (3,079) | 1,153 | 390,116 | |
| 21,135,018 | 314,930 | (1,162,778) | (59,091) | 20,228,079 | ||
| Depreciation | ||||||
| Aircraft, engines and simulators | 8% | (9,023,486) | (325,874) | 556,923 | - | (8,792,437) |
| Maintenance | 19% | (1,230,207) | (141,240) | 34,023 | - | (1,337,424) |
| Restorations | 27% | (560,763) | (60,803) | 18,421 | - | (603,145) |
| Others | 15% | (195,538) | (14,715) | 365 | - | (209,888) |
| (11,009,994) | (542,632) | 609,732 | - | (10,942,894) | ||
| Right-of-use assets, net | 10,125,024 | (227,702) | (553,046) | (59,091) | 9,285,185 | |
| 23 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
17. INTANGIBLE ASSETS
| Description | Weighted average rate (p.a.) | December 31, 2025 | Additions | Transfers | March 31, 2026 (Unaudited) |
| Cost | |||||
| Goodwill | - | 901,417 | - | - | 901,417 |
| Slots | - | 126,547 | - | - | 126,547 |
| Software | - | 994,184 | 35,117 | 13 | 1,029,314 |
| 2,022,148 | 35,117 | 13 | 2,057,278 | ||
| - | - | - | - | ||
| Amortization | |||||
| Software | 16% | (486,148) | (39,082) | (13) | (525,243) |
| (486,148) | (39,082) | (13) | (525,243) | ||
| Total intangible assets, net | 1,536,000 | (3,965) | - | 1,532,035 | |
| 24 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
18. LOANS AND FINANCING
| Description | Average nominal rate p.a. | Effective rate p.a. | Maturity | December 31, 2025 | Funding (–) costs |
Debt into equity conversion | Payment of principal | Interest payment | Interest | Foreign currency exchange | Amortized cost | GUC | Restructuring effect | March 31, 2026 (Unaudited) |
| In foreign currency – US$ | ||||||||||||||
| Senior notes – 2027 | - | - | - | 187,585 | - | - | (2,336) | - | (7,049) | (10,304) | 297 | (168,193) | - | - |
| Senior notes – 2028 | - | - | - | 19,259 | - | - | (183) | - | (772) | (1,053) | - | (17,251) | - | - |
| Senior notes – 2029 | - | - | - | 29,246 | - | - | (280) | - | (981) | (1,606) | - | (26,379) | - | - |
| Senior notes – 2031 | - | - | - | 192,422 | - | - | (1,493) | - | (6,134) | (10,562) | - | (174,233) | - | - |
| Senior notes 1L – 2028 | - | - | - | 6,348,705 | - | (5,730,235) | - | - | (564,692) | (141,572) | - | - | 87,794 | - |
| Senior notes 2L – 2029 | - | - | - | 933,400 | - | (845,232) | - | - | (80,293) | (20,814) | - | - | 12,939 | - |
| Senior notes 2L – 2030 | - | - | - | 2,133,376 | - | (1,941,142) | - | - | (174,378) | (47,572) | - | - | 29,716 | - |
| DIP – 2026 | - | - | - | 9,594,861 | 115,359 | (1,782,272) | (7,509,038) | (192,640) | 192,737 | (533,335) | 114,328 | - | - | - |
| Exit notes | 9.9% | 10.1% | Feb-31 | - | 7,046,801 | - | - | - | 107,693 | (19,186) | 4,469 | - | - | 7,139,777 |
| Executed letters of credit | Sofr 3M + 3.0% | 6.7% | Dec-29 | 1,376,106 | 20,901 | - | (75,271) | (3,543) | (1,919) | (26,212) | - | (179,594) | (423,749) | 686,719 |
| Aircraft, engines and others | Sofr 1M + 4.6% | 8.3% | Oct-26 | 646,364 | - | - | - | (8,110) | 7,908 | (33,107) | - | - | - | 613,055 |
| Sofr 3M + 2.6% | 9.7% | Dec-27 | 220,330 | - | - | (30,430) | (3,406) | 3,111 | (11,989) | 1,469 | - | - | 179,085 | |
| 4.7% | 4.7% | Dec-26 | 11,694 | - | - | (6,056) | (532) | 175 | (590) | - | (428) | - | 4,263 | |
| 21,693,348 | 7,183,061 | (10,298,881) | (7,625,087) | (208,231) | (524,594) | (857,902) | 120,563 | (566,078) | (293,300) | 8,622,899 | ||||
| In local currency - R$ | ||||||||||||||
| Executed derivatives | - | - | - | 38,241 | - | - | - | - | - | - | - | (38,241) | - | - |
| Debentures | CDI + 3.0% | 18.3% | Feb-31 | 658,473 | - | - | - | (26,257) | 10,249 | - | - | (187,979) | - | 454,486 |
| Executed letters of credit | - | 15.7% | Dec-35 | 669,542 | - | - | - | - | (427,039) | - | - | (7,847) | 401,374 | 636,030 |
| 1,366,256 | - | - | - | (26,257) | (416,790) | - | - | (234,067) | 401,374 | 1,090,516 | ||||
| Total in R$ | 23,059,604 | 7,183,061 | (10,298,881) | (7,625,087) | (234,488) | (941,384) | (857,902) | 120,563 | (800,145) | 108,074 | 9,713,415 | |||
| Current | 13,783,259 | 1,068,827 | ||||||||||||
| Non-current | 9,276,345 | 8,644,588 |
| 25 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
| 18.1 | Debt amortization schedule |
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| 2026 | 888,229 | 13,783,259 |
| 2027 | 554,200 | 187,397 |
| 2028 | 451,745 | 5,880,851 |
| 2029 | 468,070 | 970,121 |
| After 2029 | 7,351,171 | 2,237,976 |
| 9,713,415 | 23,059,604 | |
| Current | 1,068,827 | 13,783,259 |
| Non-current | 8,644,588 | 9,276,345 |
| 18.2 | Reorganization |
18.2.1 Senior notes
In the first quarter of 2026, the Company completed the mandatory capitalization public offering of Senior Notes 1L – 2028 and Senior Notes 2L – 2029 and 2030, a key step in the Reorganization Plan. On January 6, 2026, the Board of Directors approved the conversion of the balance into capital increase in the amount of R$7,364,320, through the issuance of 18,227,719,034 common shares.
Additionally, the Company issued subscription warrants, which conversion gave rise to a capital increase amounting to R$1,152,289 through the issuance of 7,829,580,854,848 common shares.
Due to the difference between the par value and the fair value of the share on the conversion date, a loss of R$1,880,510 was recognized in line item “Fair value adjustments upon conversion into shares” in the statement of operations, with a corresponding entry in “Capital reserve”.
Due to the difference between the debt amount and the capital increase granted to creditors, a loss of R$130,449 was recognized in line item “Restructuring of loans and financing” in the statement of operations.
18.2.2 DIP 2026
In the first quarter of 2026, the Company completed the Equity Rights Offering (“ERO”) and converted into share capital the amount of R$1,782,272 through the issuance of 16,252,836,855,565 common shares.
18.2.3 GUC
Due to the emergence from Chapter 11, certain transactions were negotiated and will not be paid; therefore, the remaining balances amounting to R$800,145 were written off and the gains were recognized in line item “Loans – GUC – Chapter 11” in the statement of operations.
| 26 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
| 18.3 | Relevant funding |
| 18.3.1 | Exit Notes |
In the first quarter of 2026, the Company conducted a private offering and issued notes (“Exit Notes”) in the amount of R$7,196,439 (equivalent to US$1.4 billion), with costs of R$80,132, and an original issue discount (“OID”) of R$69,506, bearing interest equivalent to 9.9% per year, with semiannual interest payments and maturity in February 2031.
Due to the difference between the par value and the fair value of the shares on the conversion date, a loss of R$2,443,466 was recognized in line item “Fair value adjustments upon conversion into shares” in the statement of operations, with a corresponding entry in “Capital reserve”.
The Exit Notes are secured by receivables from Azul Fidelidade, Azul Viagens, and Azul Cargo, as well as brands, domains, other intellectual property assets, and equity interests in certain subsidiaries.
| 18.4 | Covenants |
The Company’s loan and financing agreements are subject to covenants, as follows:
| Covenant related to: |
Measurement indicators | Indicators needed to a measurement |
Reached |
| Aircraft, engines and others | Quarterly | (i) The total cash balance on the last day of the quarter is not less than R$1 billion. | Reached |
19. LEASES
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Leases | 10,929,053 | 12,532,206 |
| Leases – Notes | - | 178,857 |
| 10,929,053 | 12,711,063 | |
| Current | 2,496,798 | 3,353,501 |
| Non-current | 8,432,255 | 9,357,562 |
| 27 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
| 19.1 | Leases |
| Description | Average remaining term | Weighted average rate p.a. | December 31, 2025 | Additions | Modifications | Payments | Interest incurred | Write-offs | Foreign currency exchange | March 31, 2026 (Unaudited) |
| Lease without purchase option: | ||||||||||
| Aircraft, engines and simulators | 8.1 | 17.7% | 11,604,971 | 131,289 | (54,276) | (744,285) | 435,138 | (369,047) | (601,852) | 10,401,938 |
| Others | 5.3 | 16.8% | 219,673 | 6,285 | 1,153 | (42,818) | 8,323 | (2,833) | (3,867) | 185,916 |
| Lease with purchase option: | ||||||||||
| Aircraft, engines and simulators | 6.2 | 10.5% | 707,562 | 62,633 | (151,875) | (33,016) | 11,317 | (218,923) | (36,499) | 341,199 |
| Total | 12,532,206 | 200,207 | (204,998) | (820,119) | 454,778 | (590,803) | (642,218) | 10,929,053 | ||
| Current | 3,353,501 | 2,496,798 | ||||||||
| Non-current | 9,178,705 | 8,432,255 |
| 28 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
| 19.2 | Leases – Notes |
| Description | Average remaining term | Weighted average rate p.a. | December 31, 2025 | Interest incurred | Write-offs | Foreign currency exchange | March 31, 2026 (Unaudited) |
| Financing with lessors – Notes | - | - | 178,857 | 3,694 | (172,742) | (9,809) | - |
| Total | 178,857 | 3,694 | (172,742) | (9,809) | - |
| 19.3 | Lease amortization schedule |
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| 2026 | 2,034,441 | 3,601,304 |
| 2027 | 2,596,000 | 2,971,572 |
| 2028 | 2,513,309 | 2,767,084 |
| 2029 | 2,363,252 | 2,562,476 |
| After 2029 | 10,027,164 | 10,781,388 |
| Minimum lease payments | 19,534,166 | 22,683,824 |
| Financial charges | (8,605,113) | (10,151,618) |
| Present value of minimum lease payments | 10,929,053 | 12,532,206 |
| Current | 2,496,798 | 3,353,501 |
| Non-current | 8,432,255 | 9,178,705 |
| 19.4 | Schedule of amortization of leases – Notes |
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| 2026 | - | - |
| 2027 | - | - |
| 2028 | - | - |
| 2029 | - | - |
| After 2029 | - | 498,718 |
| Minimum lease payments | - | 498,718 |
| Financial charges | - | (319,861) |
| Present value of minimum lease payments | - | 178,857 |
| Current | - | - |
| Non-current | - | 178,857 |
| 29 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
| 20. | CONVERTIBLE DEBT INSTRUMENTS |
| Description | December 31, 2025 | Interest incurred | Foreign currency exchange | Debt into equity conversion | March 31, 2026 (Unaudited) |
| In foreign currency – US$ | |||||
| Debentures | 397,366 | 647,150 |
(6,745) |
(1,037,771) | - |
| Total in R$ | 397,366 | 647,150 | (6,745) | (1,037,771) | - |
| Current | 88,996 | - | |||
| Non-current | 308,370 | - |
In the first quarter of 2026, the Company completed the mandatory conversion of debentures, pursuant to the Plan, which resulted in a capital increase amounting to R$1,037,771, through the issuance of 1,361,168,043,222 common shares.
Due to the difference between the par value and the fair value of the shares on the conversion date, a loss of R$766,117 was recognized in line item “Fair value adjustments upon conversion into shares” in the statement of operations, with a corresponding entry in “Capital reserve”.
In conformity with IFRS 9 – Financial Instruments, the Company concluded that the aforementioned transaction falls within the scope of derecognition of financial liabilities.
| 20.1 | Schedule of debt amortization |
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| 2025 | - | - |
| 2026 | - | 88,996 |
| 2028 | - | 308,370 |
| - | 397,366 | |
| Current | - | 88,996 |
| Non-current | - | 308,370 |
21. ACCOUNTS PAYABLE
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Accounts payable | 2,938,226 | 4,258,897 |
| Accounts payable – Notes | - | 494,293 |
| GUC – Chapter 11 | 158,906 | 1,851,421 |
| Breakage – GUC – Chapter 11 | - | (1,724,867) |
| 3,097,132 | 4,879,744 | |
| Current | 2,935,636 | 3,931,201 |
| Non-current | 161,496 | 948,543 |
| 30 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
Due to the emergence from the Chapter 11 process, the GUC breakage was reversed, and the amounts of R$1,589,798 and R$56,825 were recognized as a gain under “Suppliers – GUC – Chapter 11” and “GUC – Chapter 11” in the operating and financial income statements, respectively. The remaining balance reflects the obligations assumed under the agreement with the UCC (“Unsecured Creditors' Committee”).
| 22. | DERIVATIVE FINANCIAL INSTRUMENTS |
| Changes in fair value | Conversion right debentures |
| On December 31, 2025 | (6,448) |
| Write-offs | 6,448 |
| On March 31, 2026 (Unaudited) | - |
In the first quarter of 2026, the mandatory conversion of debentures was completed, as resolved by debenture holders under the plan (note 20).
23. AIRPORT TAXES AND FEES
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Tax transaction | 930,129 | 926,051 |
| Airport fees | 377,326 | 351,591 |
| Boarding fees | 230,709 | 294,441 |
| Other fees | 67,895 | 38,554 |
| 1,606,059 | 1,610,637 | |
| Current | 917,806 | 899,605 |
| Non-current | 688,253 | 711,032 |
24. AIR TRAFFIC LIABILITY, SERVICES AND LOYALTY PROGRAM
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Air traffic liability to be executed | 2,763,867 | 3,207,735 |
| Loyalty program to be executed | 2,942,429 | 2,922,070 |
| Travel packages to be executed | 878,773 | 1,047,547 |
| Air traffic cargo to be executed | 27,690 | 22,768 |
| Breakage | (937,327) | (959,431) |
| 5,675,432 | 6,240,689 |
| 31 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
25. SALARIES AND BENEFITS
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Salaries and benefits | 527,298 | 533,713 |
| 527,298 | 533,713 | |
| 26. | TAXES PAYABLE |
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Tax transaction | 224,337 | 226,141 |
| Taxes withheld | 94,263 | 84,753 |
| Import taxes | 11,127 | 10,210 |
| Others | 24,173 | 16,484 |
| 353,900 | 337,588 | |
| Current | 168,437 | 144,007 |
| Non-current | 185,463 | 193,581 |
| 27. | PROVISIONS |
| 27.1 | Breakdown of provisions |
| Description | Return of aircrafts and engines (a) | Tax, civil and labor risks | Post-employment benefit | Total |
| On December 31, 2025 | 1,507,285 | 257,176 | 10,214 | 1,774,675 |
| Movements | 681 | 109,477 | 38 | 110,196 |
| Modifications | 21,624 | - | - | 21,624 |
| Write-offs | (1,382) | (73,426) | - | (74,808) |
| Interest incurred | 58,391 | 1,200 | 235 | 59,826 |
| Foreign currency exchange | (77,223) | - | - | (77,223) |
| On March 31, 2026 (Unaudited) | 1,509,376 | 294,427 | 10,487 | 1,814,290 |
(a) Notional discount rate of 17.9% p.a. (17.9% p.a. as of December 31, 2025).
| 32 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
| 27.2 | Tax, civil and labor risks |
The balances of lawsuits assessed as probable and possible losses are as follows:
| Probable loss | Possible loss | |||
| Description | March 31, 2026 (Unaudited) | December 31, 2025 | March 31, 2026 (Unaudited) | December 31, 2025 |
| Tax (a) | 94,309 | 91,463 | 454,678 | 333,551 |
| Civil | 147,568 | 109,868 | 342,487 | 331,275 |
| Labor | 52,550 | 55,845 | 273,503 | 257,675 |
| 294,427 | 257,176 | 1,070,668 | 922,501 | |
| (a) | The variation in possible loss derives from the lawsuit claiming the right to offset tax loss carryforwards. |
| 28. | RELATED PARTIES |
| 28.1 | Expenses of key management personnel |
The Company’s employees are entitled to profit sharing, which is contingent upon the achievement of certain annual goals. In turn, executive officers are entitled to bonuses based on statutory provisions proposed by the Board of Directors and approved by the shareholders. The profit sharing amount is recognized in profit or loss for the year in which the goals are achieved.
Key management personnel comprise the board members, the Executive Committee members and the officers. Expenses incurred and the respective charges, paid or payable, are as follows:
| Three-month periods ended | ||
| Description | March 31, 2026 (Unaudited) | March 31, 2025 (Unaudited) |
| Salaries and benefits | 9,874 | 8,763 |
| Post-employment benefit | 174 | 174 |
| Share-based incentive | 60,785 | 11,262 |
| 70,833 | 20,199 | |
The share-based incentive plan considers the stock option plan, RSUs and phantom shares.
| 28.2 | Guarantees and pledges |
The Company has granted guarantees on real estate lease agreements for certain executive officers, and the total amount involved is immaterial.
| 28.3 | Breeze |
The Company signed sub-lease agreements for three aircraft with Breeze Aviation Group (“Breeze”), an airline founded by a member of Azul’s Board of Directors, based in the United States. The transaction was voted on and approved by 97% of Azul’s shareholders at the EGM (Extraordinary General Meeting) held in March 2020. Following good governance practices, the member did not participate in the voting.
| 33 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
As of March 31, 2026 and December 31, 2025, the Company does not have any outstanding balances with Breeze.
| 28.4 | Azorra |
In August 2022, the Company entered into aircraft and engine sales and leaseback agreements with entities of the Azorra Aviation Holdings LLC (“Azorra”) which became a related party following the election of a member of the Company’s Board of Directors to the position of independent member of Azorra’s Board of Directors.
The transactions with Azorra are described below:
| Creditor | Debtor | Type of operation | March 31, 2026 (Unaudited) | December 31, 2025 |
| ALAB | Azorra | Maintenance reserve | 32,064 | 15,418 |
| ALAB | Azorra | Security deposits | 50,122 | 52,840 |
| Azorra | ALAB | Leases | (267,048) | (295,954) |
| Revenue | Expense | Type of operation | March 31, 2026 (Unaudited) | March 31, 2025 (Unaudited) |
| Azorra | ALAB | Interest incurred | 11,440 | 41,667 |
| 28.5 | Lilium |
In August 2021, the Company announced plans for a strategic partnership with Lilium GmbH, a wholly-owned subsidiary of Lilium N.V. (“Lilium”), which became a related party as the Company’s controlling shareholder was elected independent member of Lilium’s Board of Directors. which became a related party following the election of a member of the Company’s Board of Directors to the position of independent member of Lilium’s Board of Directors.
As of March 31, 2026 and December 31, 2025, the Company does not have any outstanding balances with Lilium.
| 28.6 | United |
The Company has agreements with United Airlines Inc. (“United”), one of its shareholders, for the use of the loyalty program and for passenger reaccommodation. As of March 31, 2026 and December 31, 2025, the balance is immaterial.
| 28.7 | Airbus Brasil |
The Company has agreements with Airbus Brasil Negócios Aeroespaciais Ltda. (“Airbus Brasil”), where a member of the Company’s Board of Directors serves as a consultant. As of March 31, 2026 and December 31, 2025, the balance is immaterial.
| 34 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
| 29. | OTHER LIABILITIES |
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Lease liabilities | 813,931 | 802,882 |
| Accounts payable | 336,316 | 252,534 |
| Others | 74,055 | 75,481 |
| Total | 1,224,302 | 1,130,897 |
| Current | 215,024 | 124,039 |
| Non-current | 1,009,278 | 1,006,858 |
| 30. | EQUITY |
| 30.1 | Share capital |
The Company implemented a set of initiatives aimed at simplifying its capital structure, adjusting the number of outstanding shares and aligning with the best market practices. These initiatives include: (i) the reverse stock split, (ii) the unification of share classes, and (iii) adjustments arising from the financial reorganization.
During the first quarter of 2026, the Extraordinary General Meeting approved the conversion of all preferred shares into common shares at the ratio of 75 common shares for each preferred share. Effective beginning April 20, 2026, the reverse stock split was also approved at the ratio of 150,000 shares to 1.
Pursuant to the Company’s bylaws, each common share entitles its holder to one (1) vote.
The Company’s issued capital change is presented below:
| Value | Quantity | |||
| Description | Issued capital | AFAC | Common shares | |
| On December 31, 2025 | 7,131,859 | - | 924,425,955 | |
| Capital increase | - | 1,087 | - | |
| Conversion into shares – Senior notes (a) | 7,364,320 | - | 18,227,719,034 | |
| Issuance of shares – Senior notes – Cash | 77,231 | - | 191,157,495 | |
| Conversion into shares – Convertible debt instruments | 1,037,771 | - | 1,361,168,043,222 | |
| Conversion into shares – Senior notes (a) | 1,152,289 | - | 7,829,580,854,848 | |
| Issuance of shares – Senior notes – cash | 6,336 | - | 43,051,894,357 | |
| Conversion into shares – DIP (a) | 1,782,272 | - | 16,252,836,855,565 | |
| Issuance of shares – ERO – Cash | 2,671,040 | - | 24,357,661,094,765 | |
| Issuance of shares – ERO – Capital reserve | 533,734 | - | 4,867,209,733,570 | |
| On March 31, 2026 (Unaudited) | 21,756,852 | 1,087 | 54,730,851,778,811 | |
(a) Conversion of debt into share capital.
| 35 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
The Company’s shareholding structure is presented below:
| March 31, 2026 (Unaudited) | |
| Shareholder | Common shares |
| Readystate Asset Management | 8.8% |
| BlackBarn | 8.1% |
| VR Global | 5.2% |
| United Airlines Inc | 8.7% |
| Others | 69.2% |
| Total | 100.0% |
The Company is authorized, upon the Board of Directors’ resolution, to increase its share capital, regardless of any amendment to the bylaws, by the total amount of R$30,000,000. The Board of Directors will determine the issuance conditions, including price and payment terms.
| 30.2 | Treasury shares |
| Description | Number of shares | Value | Average cost (in R$) |
| On December 31, 2025 | 88,679 | 1,433 | 16.16 |
| On March 31, 2026 (Unaudited) | 88,679 | 1,433 | 16.16 |
In March 2026, the share buyback plan for up to 1,368,270,610,967 common shares was approved, effective for an 18-month period, for the purpose of holding them in treasury for the subsequent fulfillment of obligations under the share-based incentive programs.
| 31. | EARNINGS PER SHARE |
| Three-month periods ended | ||
| Description | March 31, 2026 (Unaudited) | March 31, 2025 (Unaudited) |
| Numerator | ||
| Profit for the quarter | 6,020,391 | 1,653,615 |
| Denominator | ||
| Weighted average number of common shares | 263,368,368 | 427,880,825 |
| Weighted average number of presumed conversions | 28 | 436,824,192 |
| Weighted average number of common shares that would have been issued the average share price at the market price |
- | 61,955,330 |
| Basic profit per common share – R$ | 22.86 | 3.86 |
| Diluted profit per common share – R$ | 22.86 | 3.38 |
| 36 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
In accordance with IAS 33 - Earnings per Share, the Company retrospectively presented earnings (loss) per share due to the conversion of preferred shares into common shares and the reverse stock split carried out in April 2026. Accordingly, the weighted average number of shares was adjusted for all reporting periods, with no impact on profit, affecting only the denominator of the earnings per share calculation.
| 32. | SHARE-BASED INCENTIVE |
During the first quarter of 2026, the creation of the first program under the new restricted stock grant plan (“MIP”) was approved, with a grant of 552,836,886,655 shares and an immediate vesting period.
The movement in the plans is as follows:
| Number of shares | |||||
| Description | Stock option plan | RSU | Phantom shares |
MIP | Total |
| On December 31, 2025 | 8,836,830 | 535,796 | 98,166 | - | 9,470,792 |
| Granted | - | - | - | 552,836,886,655 | 552,836,886,655 |
| Exercised | - | - | - | (182,436,172,596) | (182,436,172,596) |
| Canceled | (5,079,988) | (46,050) | (19,028) | - | (5,145,066) |
| On March 31, 2026 (Unaudited) | 3,756,842 | 489,746 | 79,138 | 370,400,714,059 | 370,405,039,785 |
Expenses on the share-based incentive plans are shown below:
| Three-month periods ended | ||
| Description | March 31, 2026 (Unaudited) | March 31, 2025 (Unaudited) |
| Stock option plan | - | 11,366 |
| RSU | 247 | 1,440 |
| Phantom shares | - | (8) |
| MIP | 60,614 | - |
| 60,861 | 12,798 | |
| 32.1 | Assumptions |
32.1.1 Stock option plan
| Grant | Exercise price (in R$) | Everage fair value (in R$) | Volatility | Expected dividend | Average rate of return | Exercise rate per tranche | Remaining term (in years) | Purchasing period up to (years) | Options granted | Options outstanding | Options available |
| December 11, 2009 | 3.42 | 1.93 | 47.7% | 1.1% | 8.8% | 25.0% | - | 4.0 | 5,032,800 | 180,870 | 180,870 |
| March 24, 2011 | 6.44 | 4.16 | 54.8% | 1.1% | 12.0% | 25.0% | - | 4.0 | 1,572,000 | 84,000 | 84,000 |
| April 5, 2011 | 6.44 | 4.16 | 54.8% | 1.1% | 12.0% | 25.0% | - | 4.0 | 656,000 | 6,200 | 6,200 |
| June 30, 2014 | 19.15 | 11.01 | 40.6% | 1.1% | 12.5% | 25.0% | - | 4.0 | 2,169,122 | 72,166 | 72,166 |
| July 1, 2015 | 14.51 | 10.82 | 40.6% | 1.1% | 15.7% | 25.0% | - | 4.0 | 627,810 | 74,244 | 74,244 |
| July 1, 2016 | 14.50 | 10.14 | 43.1% | 1.1% | 12.2% | 25.0% | - | 4.0 | 820,250 | 103,578 | 103,578 |
| July 6, 2017 | 22.57 | 12.82 | 43.4% | 1.1% | 10.3% | 25.0% | - | 4.0 | 680,467 | 224,155 | 224,155 |
| August 8, 2022 | 11.07 | 8.10 | 70.0% | - | 13.0% | 25.0% | 0.6 | 4.0 | 1,774,418 | 382,337 | 382,337 |
| August 8, 2022 | 11.07 | 6.40 | 68.8% | - | 13.2% | 33.3% | - | 3.0 | 1,514,999 | 373,698 | 373,698 |
| August 19, 2022 | 11.07 | 7.39 | 67.2% | - | 13.6% | 100.0% | - | 1.0 | 4,900,000 | 2,074,126 | 2,074,126 |
| July 7, 2023 | 15.60 | 10.80 | 75.4% | - | 10.5% | 25.0% | 1.2 | 4.0 | 1,800,000 | 181,468 | 181,468 |
| 21,547,866 | 3,756,842 | 3,756,842 |
| 37 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
32.1.2 RSU
| Grant | Exercise rate per tranche | Fair value (in reais) |
Remaining term (in years) | Purchasing period up to (years) | Total granted |
Total not exercised |
| July 7, 2021 | 25.0% | 42.67 | - | 4.0 | 300,000 | - |
| July 7, 2022 | 25.0% | 11.72 | 0.5 | 4.0 | 335,593 | 13,175 |
| July 7, 2022 | 25.0% | 11.72 | 0.5 | 4.0 | 671,186 | 36,834 |
| July 7, 2023 | 25.0% | 19.32 | 1.2 | 4.0 | 500,000 | 54,540 |
| October 23, 2024 | 25.0% | 5.48 | 2.5 | 4.0 | 671,502 | 258,399 |
| December 13, 2024 | 25.0% | 4.17 | 2.7 | 4.0 | 335,751 | 126,798 |
| 2,814,032 | 489,746 |
32.1.3 Phantom shares
| Grant | Exercise price (in R$) | Everage fair value (in R$) | Volatility | Expected dividend | Average rate of return | Exercise rate per tranche | Remaining term (in years) | Purchasing period up to (years) | Options granted | Options outstanding | Options available |
| August 7, 2018 | 20.43 | 0.00 | 92.% | - | 14.% | 25.0% | - | 4.0 | 707,400 | 34,492 | 34,492 |
| April 30, 2020 | 10.35 | 0.01 | 92.% | - | 14.% | 33.3% | - | 3.0 | 3,250,000 | 30,696 | 30,696 |
| April 30, 2020 | 10.35 | 0.04 | 87.9% | - | 13.9% | 25.0% | - | 4.0 | 1,600,000 | 12,520 | 12,520 |
| August 17, 2021 | 33.99 | 0.01 | 84.9% | - | 13.8% | 25.0% | - | 4.0 | 580,000 | 1,430 | 1,430 |
| 6,137,400 | 79,138 | 79,138 |
32.1.4 MIP
| Grant | Fair value (in reais) |
Remaining term (in years) | Purchasing period up to (years) | Total granted |
Total not exercised |
| March 26, 2026 | 0.000109656646388772 | - | - | 552,836,886,655 | 370,400,714,059 |
| 33. | SALES REVENUE |
| Three-month periods ended | ||
| Description | March 31, 2026 (Unaudited) | March 31, 2025 (Unaudited) |
| Passenger revenue | 5,049,523 | 5,018,203 |
| Other revenues | 451,959 | 407,497 |
| Total | 5,501,482 | 5,425,700 |
| Taxes levied | ||
| Passenger revenue | (746) | (829) |
| Other revenues | (29,368) | (30,449) |
| Total taxes | (30,114) | (31,278) |
| Total revenue | 5,471,368 | 5,394,422 |
| 38 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
Revenues by geographical location are as follows:
| Three-month periods ended | ||
| Description | March 31, 2026 (Unaudited) | March 31, 2025 (Unaudited) |
| Domestic revenue | 4,374,855 | 4,305,753 |
| Foreign revenue | 1,096,513 | 1,088,669 |
| Total revenue | 5,471,368 | 5,394,422 |
| 34. | FINANCIAL RESULT |
| Three-month periods ended | ||
| Description | March 31, 2026 (Unaudited) | March 31, 2025 (Unaudited) |
| Financial income | ||
| Interest on short and long-term investments | 14,626 | 24,713 |
| Others | 15,375 | 6,876 |
| 30,001 | 31,589 | |
| Financial expenses | ||
| Interest on loans and financing (a) | 941,384 | (459,607) |
| Interest on lease | (458,472) | (673,360) |
| Interest on convertible instruments | (647,150) | (86,328) |
| Interest on accounts payable | (39,106) | (139,277) |
| Interest on airport taxes and fees | (38,533) | (3,652) |
| Interest on provisions | (59,826) | (54,150) |
| Interest on factoring credit card receivables | (96,237) | (109,113) |
| Amortized cost of loans and financing | (120,563) | (27,179) |
| Financial operations cost | (66,622) | (39,453) |
| Fair value of the TAP Bond | - | (31,429) |
| Restructuring of loans and financing | (108,074) | (552,073) |
| Fair value adjustment on conversion into shares | (5,090,093) | - |
| Loans – GUC – Chapter 11 | 800,145 | - |
| Accounts payables – GUC – Chapter 11 | 56,825 | - |
| Restructuring of convertible debentures | - | (334,599) |
| Other restructuring costs | - | (215,618) |
| Others | (27,355) | (73,088) |
| (4,953,677) | (2,798,926) | |
| Derivative financial instruments, net | - | 204,868 |
| Foreign currency exchange, net | 1,472,767 | 2,735,210 |
| Financial result, net | (3,450,909) | 172,741 |
| (a) | During the first quarter of 2026, upon the emergence from Chapter 11, the Company recognized gains on the reversal of interest on loans and financing. |
| 39 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
| 35 | RISK MANAGEMENT |
The fair value hierarchy of the Company’s financial instruments, as well as the comparison between carrying amount and fair value, are identified below:
| Book value | Fair value | |||||
| Description | Note | Level | March 31, 2026 (Unaudited) | December 31, 2025 | March 31, 2026 (Unaudited) | December 31, 2025 |
| Liabilities | ||||||
| Loans and financing | 18 | - | (9,713,415) | (23,059,604) | (9,179,692) | (24,248,794) |
| Convertible debt instruments – conversion right | 20 | 2 | - | (6,448) | - | (6,448) |
Financial instruments whose fair value approximates their carrying amount, based on specific conditions, mainly due to the short-term maturity, were not disclosed.
35.1 Market risks
35.1.1 Interest rate risk
Arises from the possibility of unfavorable fluctuations to which the Company’s cash flows are exposed.
35.1.2 Interest rate risk
35.1.2.1 Sensitivity analysis
As of March 31, 2026, the Company held assets and liabilities pegged to different types of interest rates. In the sensitivity analysis of non-derivative financial instruments, the impact on positions involving amounts exposed to such fluctuations was considered:
| Exposure to CDI | Exposure to SOFR | |||
| Description | Rate p.a. | March 31, 2026 (Unaudited) | Weighted Rate (p.a.) |
March 31, 2026 (Unaudited) |
| Exposed assets (liabilities), net | 14.7% | (191,780) | 3.7% | (1,858,136) |
| Effect on profit or loss | ||||
| Interest rate devaluation by -10% | 13.2% | 3,029 | 3.3% | 6,827 |
| Interest rate devaluation by -25% | 11.0% | 7,574 | 2.8% | 17,069 |
| Interest rate appreciation by 10% | 16.1% | (3,029) | 4.0% | (6,827) |
| Interest rate appreciation by 25% | 18.3% | (7,574) | 4.6% | (17,069) |
35.1.2.2 Aircraft fuel price risk (“QAV”)
Arises from the possibility of unfavorable fluctuations to which the Company’s cash flows are exposed.
| 40 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
35.1.2.3 Sensitivity analysis
The following table illustrates the sensitivity analysis of fluctuations in the prices of QAV liters:
| Exposure to price | ||
| Description | Price (a) | March 31, 2026 (Unaudited) |
| Aircraft fuel | 4.1 | (1,340,964) |
| Effect on profit or loss | ||
| Devaluation by -10% | 3.7 | 134,096 |
| Devaluation by -25% | 3.1 | 335,241 |
| Appreciation by 10% | 4.5 | (134,096) |
| Appreciation by 25% | 5.1 | (335,241) |
| (a) | Average price per liter. |
35.2 Foreign exchange risk
Foreign exchange risk arises from the possibility of unfavorable fluctuations in exchange rates to which the Company’s cash flows are exposed.
The exposure to the main foreign exchange fluctuations is as follows:
| Exposure to US$ | Exposure to € | |||
| Description | March 31, 2026 (Unaudited) | December 31, 2025 | March 31, 2026 (Unaudited) | December 31, 2025 |
| Assets | ||||
| Cash and cash equivalents | 1,277,661 | 560,717 | 12,521 | 12,237 |
| Accounts receivable | 207,649 | 217,266 | 4,142 | 11,469 |
| Deposits | 2,499,304 | 2,588,149 | 78,842 | 74,253 |
| Other assets | 147,582 | 60,905 | 43,867 | 29,464 |
| Total assets | 4,132,196 | 3,427,037 | 139,372 | 127,423 |
| Liabilities | ||||
| Loans and financing | (8,668,419) | (21,818,077) | - | - |
| Leases | (10,806,105) | (12,583,452) | - | - |
| Convertible debt instruments | - | (397,365) | - | - |
| Accounts payable | (1,275,001) | (2,847,888) | (4,644) | (1,516) |
| Airport taxes and fees | (3,483) | (2,203) | - | - |
| Provisions | (1,509,376) | (1,507,285) | - | - |
| Other liabilities | (3,271) | (138) | (83) | (84) |
| Total liabilities | (22,265,655) | (39,156,408) | (4,727) | (1,600) |
| Net exposure | (18,133,459) | (35,729,371) | 134,645 | 125,823 |
| Net exposure in foreign currency | (3,474,242) | (6,493,416) | 22,397 | 19,450 |
| 41 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
| 35.2.1 | Sensitivity analysis |
| Exposure to US$ | Exposure to € | |||
| Description | Closing rate | March 31, 2026 (Unaudited) | Closing rate | March 31, 2025 (Unaudited) |
| Exposed assets (liabilities), net | 5.2 | (18,133,459) | 6.0 | 134,645 |
| Effect on profit or loss | ||||
| Foreign currency devaluation by -10% | 4.7 | 1,813,346 | 5.4 | (13,465) |
| Foreign currency devaluation by -25% | 3.9 | 4,533,365 | 4.5 | (33,661) |
| Foreign currency appreciation by 10% | 5.7 | (1,813,346) | 6.6 | 13,465 |
| Foreign currency appreciation by 25% | 6.5 | (4,533,365) | 7.5 | 33,661 |
| 35.3 | Credit risk |
Credit risk is inherent to the Company’s operating and financial activities and is primarily associated with cash and cash equivalents, accounts receivable, security deposits and maintenance reserves.
Credit limits are established for customers based on internal credit rating and risk analysis criteria. The carrying amounts of these assets substantially represent the Company’s maximum exposure to credit risks.
Accounts receivable are continuously monitored and, where applicable, allowances for expected credit losses are recognized in accordance with the Company´s accounting policy.
The Company’s cash and cash equivalents are held mostly with financial institutions whose creditworthiness is periodically monitored.
35.4 Liquidity risk
As of March 31, 2026, the main financial liabilities mature as follows:
| Description | Carrying amount | Contractual cash flow | Until 1 year | From 2 to 5 years | After 5 years |
| Loans and financing | 9,713,415 | 14,001,099 | 1,073,021 | 12,535,769 | 392,309 |
| Leases | 10,929,053 | 19,534,166 | 2,688,556 | 11,748,934 | 5,096,676 |
| Accounts payable | 3,097,132 | 3,144,277 | 2,960,233 | 177,842 | 6,202 |
| Airport taxes and fees | 1,606,059 | 2,199,762 | 941,847 | 582,169 | 675,746 |
| On March 31, 2026 (Unaudited) | 25,345,659 | 38,879,304 | 7,663,657 | 25,044,714 | 6,170,933 |
35.5 Capital management
The Company seeks capital alternatives with a view to meeting its operating needs and achieving a capital structure that it considers appropriate for finance costs and the maturity of the funding and related collaterals. The Company’s Management continually monitors its net indebtedness.
| 42 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
| 36 | NON-CASH TRANSACTIONS |
| Description | Acquisition of property and equipment | Acquisition of capitalized maintenance | Acquisition of intangible | Maintenance prepayment | Maintenance reserves | Capital increase | Compensation of accounts payable | Acquisition of lease | Addition the ARO | Lease Modifications | Execution of letters of credit | Total |
| Accounts receivable | - | - | - | - | 100,149 | - | (5,017) | 7,937 | - | - | - | 103,069 |
| Deposits | - | - | - | - | 76,565 | - | - | (20,294) | - | - | 20,901 | 77,172 |
| Property and equipment | 87,165 | - | - | - | - | - | - | - | - | - | - | 87,165 |
| Right-of-use assets | - | 74,180 | - | - | - | - | - | 205,864 | 5,132 | (140,251) | - | 144,925 |
| Intangible assets | - | - | (7,641) | - | - | - | - | - | - | - | - | (7,641) |
| Other assets | - | - | - | 46,160 | - | - | - | - | - | - | - | 46,160 |
| Loans and financing | - | - | - | - | - | 11,336,653 | - | - | - | - | (20,901) | 11,315,752 |
| Leases | - | - | - | - | - | - | - | (200,207) | - | 161,876 | - | (38,331) |
| Accounts payable | (87,165) | (74,180) | 7,641 | (46,160) | (176,714) | - | 5,017 | 6,700 | - | - | - | (364,861) |
| Provisions | - | - | - | - | - | - | - | - | (5,132) | (21,625) | - | (26,757) |
| Equity | - | - | - | - | - | (11,336,653) | - | - | - | - | - | (11,336,653) |
| On March 31, 2026 (Unaudited) | - | - | - | - | - | - | - | - | - | - | - | - |
| Description | Acquisition of property and equipment | Acquisition of capitalized maintenance | Acquisition of intangible | Maintenance prepayment | Maintenance reserves | Compensation of lease | Compensation of accounts payable | Acquisition of lease | Addition the ARO | Shares issued at fair value | Lease Modifications | Transfers | Total |
| Accounts receivable | - | - | - | - | 5,014 | (50,812) | (116,597) | (6,841) | - | - | - | - | (169,236) |
| Deposits | - | - | - | - | 132,848 | - | - | - | - | - | - | - | 132,848 |
| Property and equipment | 205,666 | - | - | - | - | - | - | - | - | - | - | - | 205,666 |
| Right-of-use assets | - | 310,416 | - | - | - | - | - | 208,170 | 109,597 | - | (630,163) | - | (1,980) |
| Intangible assets | - | - | 49,400 | - | - | - | - | - | - | - | - | - | 49,400 |
| Other assets | - | - | - | 71,882 | - | - | - | - | - | - | - | - | 71,882 |
| Loans and financing | (103,136) | (214,776) | - | - | - | - | - | - | - | - | - | - | (317,912) |
| Leases | - | - | - | - | - | 50,812 | - | (201,329) | - | 308,266 | 194,023 | 155,250 | 507,022 |
| Accounts payable | (102,530) | (95,640) | (49,400) | (71,882) | (137,862) | - | 116,597 | - | - | 7,608 | - | (155,250) | (488,359) |
| Provisions | - | - | - | - | - | - | - | - | (109,597) | - | 436,140 | - | 326,543 |
| Equity | - | - | - | - | - | - | - | - | - | (315,874) | - | - | (315,874) |
| On March 31, 2025 (Unaudited) | - | - | - | - | - | - | - | - | - | - | - | - | - |
| 43 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
37 COMMITMENTS
| 37.1 | Aircraft acquisition |
Through agreements with manufacturers and lessors, the Company has undertaken to acquire certain aircraft, as follows:
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| Lessors | 13 | 9 |
| Manufacturers | 52 | 52 |
| 65 | 61 |
The amounts reported below are discounted to present value using the weighted discount rate applicable to leases, equivalent to 17.4% (18.4% as of December 31, 2025), and do not necessarily represent cash outflows, since the Company assesses the use of financing arrangements to fulfill such commitments.
| Description | March 31, 2026 (Unaudited) | December 31, 2025 |
| 2026 | 1,301,318 | 1,297,521 |
| 2027 | 1,053,567 | 978,011 |
| 2028 | 910,004 | 836,170 |
| 2029 | 2,423,326 | 2,344,423 |
| After 2029 | 5,694,070 | 5,419,765 |
| 11,382,285 | 10,875,890 |
| 37.2 | Letters of credit |
The letters of credit currently used by the Company for the following purposes are described below:
| March 31, 2026 (Unaudited) | December 31, 2025 | |||
| Description | R$ | US$ | R$ | US$ |
| Security deposits and maintenance reserve and others | 25,896 | 4,961 | 50,816 | 9,235 |
| 25,896 | 4,961 | 50,816 | 9,235 | |
| 44 | |
| AZUL S.A. Notes to the unaudited interim financial statements March 31, 2026 (In thousands of Brazilian reais – R$, unless otherwise stated) |
38 SUBSEQUENT EVENTS
On April 15, 2026, in connection with the material fact disclosed on February 19, 2026, the Board of Directors ratified and approved the final number of subscription warrants for common shares.
On April 20, 2026, the reverse stock split approved at an Extraordinary General Meeting became effective, at a ratio of 150,000 old shares to 1 new share. The reverse stock split did not change the Company’s share capital but proportionally reduced the total number of outstanding shares. On the same date, the share classes were unified, with the cancellation of preferred shares and the adoption of a single class of common shares. As from that date, the shares have been traded exclusively under the ticker symbol AZUL3.
| 45 | |