6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number: 001-38049

Azul S.A.****(Name of Registrant)

EdifícioJatobá, 8th Floor, Castelo Branco Office ParkAvenida Marcos Penteado de Ulhôa Rodrigues, 939Tamboré, 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 S     Form 40-F £

EXHIBIT INDEX

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 28, 2026

Exhibit 99.1

OPERATING AND FINANCIAL REVIEW

The following discussion of Azul’s resultsas of September 30, 2025 and for the nine-month period ended September 30, 2025 and 2024, respectively, should be read in conjunctionwith (i) our 2024 Form 20-F (as defined below) and, in particular, “Item 4. Information on the Company” and “Item5. Operating and Financial Review and Prospects” and (ii) the unaudited interim condensed consolidated financial statements of AzulS.A. as of September 30, 2025 and for the nine-month periods ended September 30, 2025 and 2024, respectively, which were filed under coverof a Current Report on Form 6-K with the SEC on November 17, 2025. In this Report on Form 6-K, the terms “Azul,” “theCompany,” “we,” “us” and “our” refer to Azul S.A., a sociedade por ações incorporatedunder the laws of Brazil, and its subsidiaries on a consolidated basis, unless the context requires otherwise.Results of OperationsThe financial data for thenine-month periods ended September 30, 2025 and 2024, respectively, set out in the table below are derived from our unaudited interimcondensed consolidated financial statements, which were furnished under cover of a Current Report on Form 6-K with the SEC on November17, 2025, and which were prepared in accordance with IAS 34—Interim Financial Reporting, as issued by the International AccountingStandards Board.| | For the Nine-Month Period Ended September 30, | | | | | | | | || --- | --- | --- | --- | --- | --- | --- | --- | --- | --- || | 2025 | | | 2024 | | | Percent Change | | || | (in thousands of Brazilian reais) | | | | | | | | || Net revenue: | | | | | | | | | || Passenger revenue | | 14,890,392 | | | 12,978,859 | | | 14.7 | % || Other revenues | | 1,183,419 | | | 1,001,895 | | | 18.1 | % || Revenues | | 16,073,811 | | | 13,980,754 | | | 15.0 | % || Operating expenses: | | | | | | | | | || Aircraft fuel | | (4,330,863 | ) | | (4,220,787 | ) | | 2.6 | % || Salaries and benefits | | (2,059,319 | ) | | (1,978,453 | ) | | 4.1 | % || Airport taxes and fees | | (959,002 | ) | | (768,900 | ) | | 24.7 | % || Auxiliary services for air transport | | (726,560 | ) | | (636,621 | ) | | 14.1 | % || Maintenance | | (592,135 | ) | | (560,554 | ) | | 5.6 | % || Advertising and publicity | | (641,204 | ) | | (633,643 | ) | | 1.2 | % || Depreciation and amortization | | (2,295,413 | ) | | (1,852,037 | ) | | 23.9 | % || Impairment and onerous contracts | | — | | | 21,366 | | | — | || Insurance | | (73,220 | ) | | (67,252 | ) | | 8.9 | % || Other | | (2,277,844 | ) | | (1,014,781 | ) | | 124.5 | % || Total operating expenses | | (13,955,560 | ) | | (11,711,661 | ) | | 19.2 | % || Operating profit | | 2,118,251 | | | 2,269,093 | | | (6.6 | )% || Financial result: | | | | | | | | | || Financial income | | 858,529 | | | 152,453 | | | 463.1 | % || Financial expenses | | (7,393,541 | ) | | (3,878,968 | ) | | 90.6 | % || Derivative financial instruments, net | | 723,305 | | | 53,303 | | | 1257.0 | % || Foreign currency exchange, net | | 5,448,644 | | | (3,373,158 | ) | | n.m. | || Financial result | | (363,063 | ) | | (7,046,370 | ) | | (94.8 | )% || Profit (loss) before income tax and social contribution | | 1,755,188 | | | (4,777,277 | ) | | (136.7 | )% || Current income tax and social contribution | | (27 | ) | | (973 | ) | | (97.2 | )% || Deferred income tax and social contribution | | — | | | 39,526 | | | — | || Net (loss) profit for the period | | 1,755,161 | | | (4,738,724 | ) | | (137.0 | )% |n.m.= not meaningful 1 The table below sets fortha breakdown of our net revenue and expenses on a per-ASK basis (“available seat kilometers,” or “ASKs,” representsaircraft seating capacity multiplied by the number of kilometers the aircraft is flown) for the periods indicated:| | For the Nine-Month Period Ended September 30, | | | | | | | | || --- | --- | --- | --- | --- | --- | --- | --- | --- | --- || | 2025 | | | 2024 | | | Percent Change | | || | | (per ASK in R$ cents) | | | | | | | || Net revenue: | | | | | | | | | || Passenger revenue | | 38,73 | | | 38.22 | | | 1.3 | % || Other revenues | | 3.08 | | | 2.95 | | | 4.3 | % || Operating revenue | | 41.81 | | | 41.17 | | | 1.6 | % || Operating expenses: | | | | | | | | | || Aircraft fuel | | (11.26 | ) | | (12.43 | ) | | (9.4 | %) || Salaries and benefits | | (5.36 | ) | | (5.83 | ) | | (8.1 | %) || Airport taxes and fees | | (2.49 | ) | | (2.26 | ) | | 10.2 | % || Auxiliary services for air transport | | (1.89 | ) | | (1.87 | ) | | 0.8 | % || Maintenance | | (1.54 | ) | | (1.65 | ) | | (6.7 | %) || Advertising and publicity | | (1.67 | ) | | (1.87 | ) | | (10.6 | %) || Depreciation and amortization | | (5.97 | ) | | (5.45 | ) | | 9.5 | % || Impairment and onerous contracts | | — | | | 0.06 | | | — | || Insurance | | (0.19 | ) | | (0.20 | ) | | (3.8 | %) || Other operating expenses | | (5.92 | ) | | (2.99 | ) | | 98.3 | % || Total operating expenses, net | | (36.30 | ) | | (34.48 | ) | | 5.3 | % || Operating income per ASK | | 5.51 | | | 6.68 | | | (17.5 | %) |The components of our resultsof operations for the nine-month period ended September 30, 2025 compared to the nine-month period ended September 30, 2024 are as describedbelow.RevenuesRevenues increased 15.0%,or R$2,093.1 million, to R$16,073.8 million in the nine-month period ended September 30, 2025, from R$13,980.8 million in the nine-monthperiod ended September 30, 2024, as explained below. 2 The table below sets forthour passenger revenue and selected operating data for the periods indicated:| | For the Nine-Month Period Ended September 30, | | | | | | | | || --- | --- | --- | --- | --- | --- | --- | --- | --- | --- || | 2025 | | | 2024 | | | Percent Change | | || Passenger revenue (in millions of Brazilian reais) | | 14,890.4 | | | 12,978.9 | | | 14.7 | % || Available seat kilometers (ASKs) (millions) | | 38,448 | | | 33,962 | | | 13.2 | % || Load factor (%) | | 82.6 | % | | 80.7 | % | | 1.9 p.p. | || Passenger revenue per ASK (R$ cents) (PRASK) | | 38.73 | | | 38.22 | | | 1.3 | % || Operating revenue per ASK (R$ cents) (RASK) | | 41.81 | | | 41.17 | | | 1.6 | % || Number of departures | | 236,536 | | | 241,378 | | | (2.0 | )% || Block hours | | 437,560 | | | 420,648 | | | 4.0 | % |Passenger RevenuePassenger revenue increased14.7%, or R$1,911.5 million, from R$12,978.9 million in the nine-month period ended September 30, 2024 to R$14,890.4 million in the nine-monthperiod ended September 30, 2025, mainly due to (i) a 1.3% increase in PRASK compared to the nine-month period ended September 30, 2024,which was enabled by our rational capacity deployment as shown by a 7.9% increase in domestic ASKs and a 35.2% increase in internationalASKs, and (ii) the sustainable competitive advantages of our business model of connecting Brazil as market leader in 91% of our routesas of September 30, 2025, according to the Brazilian Civil Aviation Agency (Agência Brasileira de Aviação Civil).Other RevenuesOther revenues increased 18.1%,or R$181.5 million, from R$1,183.4 million in the nine-month period ended September 30, 2024 to R$1,001.9 million in the nine-month periodended September 30, 2025. This increase was mainly due to an increase in cargo revenue as a result of improved performance in our internationalcargo operations, and in particular a 43% year-over-year increase in our international cargo revenues.Operating ExpensesOperating expenses increased19.2%, or R$2,243.9 million, from R$11,711.7 million in the nine-month period ended September 30, 2024, to R$13,955.6 million in the nine-monthperiod ended  September 30, 2025, mainly due to (i) a 24.7% increase in airport taxes and fees, and (ii) a 108.1% increase inour other expenses, partially offset by cost reduction initiatives.Aircraft Fuel. Aircraftfuel expenses increased 2.6%, or R$110.1 million, from R$4,220.8 million in the nine-month period ended September 30, 2024, to R$4,330.9million in the nine-month period ended September 30, 2025, mainly due toa 13.2% increase in our total capacity, partially offset by areduction in fuel burn as a result of our more efficient next-generation fleet and a 7.3% reduction in fuel price.Salaries and Benefits.Salaries and benefits increased 4.1%, or R$80.9 million, from R$1,978.5 million in the nine-month period ended September 30, 2024, toR$2,059.3 million in the nine-month period ended September 30, 2025, mostly due to a 13.2% increase in our total capacity, and the increasein salaries as a result of collective bargaining agreements with labor unions applicable to all airline employees in Brazil in 2025, offsetby a decrease in our full-time-equivalent employees (“FTE”) and FTE per aircraft.Airport Taxes and Fees.Airport fees increased 24.7%, or R$190.1 million, from R$768.9 million in the nine-month period ended September 30, 2024, to R$959.0 millionin the nine-month period ended September 30, 2025, primarily to due to the increase in our capacity, and in particular a 35.2% increasein international capacity, which drove higher fees, as airport fees for international flights are higher than for domestic flights.Auxiliary Services forAir Transport. Auxiliary services for air transport increased 14.1%, or R$89.9 million, from R$636.6 million in the nine-month periodended September 30, 2024, to R$726.6 million in the nine-month period ended September 30, 2025, primarily due to an increase in internationaldepartures, which have higher expenses and increased inflation in the period, as partially offset by the optimization of our onboard services. 3 Maintenance. Maintenanceincreased 5.6%, or R$31.6 million, from R$560.6 million in the nine-month period ended September 30, 2024, to R$592.1 million in the nine-monthperiod ended September 30, 2025, primarily due to a higher number of maintenance events to maximize aircraft availability and supportgrowth. On a per ASK basis, maintenance and repairs decreased by 6.7%, primarily as a result of savings from the insourcing of maintenanceevents and from the renegotiation of our engine maintenance agreements.Advertising and Publicity.Advertising and publicity increased 1.2%, or R$7.6 million, from R$633.6 million in the nine-month period ended September 30, 2024, toR$641.2 million in the nine-month period ended September 30, 2025, mostly driven by an increase in credit card fees and commissions asa result of increased passenger revenue, offset by cost savings derived from our shift to a lower capacity growth strategy.Depreciation and Amortization.Depreciation and amortization increased 23.9%, or R$443.3 million, from R$1,852.0 million in the nine-month period ended September 30,2024, to R$2,295.3 million in the nine-month period ended September 30, 2025, mostly driven by our fleet transformation process, whichincreased the right-of-use assets recognized at a higher foreign exchange rate, and the increase in spare engines due to supply issueswith original equipment manufacturers.Impairment and OnerousContracts. In the nine-month period ended September 30, 2024, we recorded a gain of R$21.4 million under impairment and onerous contractsdue to the expected use of aeronautical materials. No similar amounts were recorded in the corresponding period of 2025.Insurance. Insuranceincreased 8.9%, or R$6.0 million, from R$67.3 million in the nine-month period ended September 30, 2024, to R$73.2 million in the nine-monthperiod ended September 30, 2025, mainly due to the insurance related to the Chapter 11 proceedings and the extension of the current policy.Other. Other expensesincreased 124.5%, or R$1,263.1 million, from R$1,014.8 million in the nine-month period ended September 30, 2024, to R$2,277.8 millionin the nine-month period ended September 30, 2025, primarily due to an increase in the number of legal claims related to irregular operationsoccurred mostly in 2024 and an increase inflation as compared to September 30, 2024.Operating ProfitOuroperating profit decreased to R$2,118.3 million, from R$2,269.1 million in the nine-month period ended September 30, 2024, due to thefactors described above.Financial ResultsFinancial Income. Financialincome increased 463.1%, or R$706.1 million, from R$152.5 million in the nine-month period ended September 30, 2024, to R$858.5 millionin the nine-month period ended September 30, 2025, mostly due to an increase in interest on cash and cash equivalents and short-term investmentswhich is mostly attributable to a 39.9% increase in the CDI Rate for the period, from an annual average of 10.7% on September 30, 2024to an annual average of 14.9% on September 30, 2025.Financial Expenses.Financial expenses increased 90.6%, or R$3,514.6 million, from R$3,879.0 million in the nine-month period ended September 30, 2024, toR$7,393.5 million in the nine-month period ended September 30, 2025, mainly due to (i) a 15.6% increase in interest expense on lease liabilitiesdue to a higher incremental borrowing rate as a result of lease modifications and an increase in expenses incurred in connection withaircraft lease agreements, and (ii) the increase in the CDI Rate to an annual average of 14.9% on September 30, 2025.Derivative Financial Instruments,Net. Derivative financial instruments, net, increased R$670.0 million, from R$53.3 million for the nine-month period ended September30, 2024 to R$723.3 million for the nine-month period ended September 30, 2025, mostly due to the devaluation of convertible debt instruments,as a consequence of Azul´s stock price reduction. As of September 30, 2025, Azul had hedged approximately 6.5% of its expected fuelconsumption for the next 12 months by using forward contracts and options.Foreign Currency Exchange,Net. The net currency exchange effect on our monetary assets and liabilities when remeasured into Brazilian reais was a gainof R$5,448.6 million in the nine-month period ended September 30, 4 2025, comparedto a loss of R$3,373.2 million, mainly due to the end-of-period appreciation of the Brazilian real against the U.S. dollar ascompared to September 30, 2024, resulting in a decrease in lease  liabilities and loans denominated in foreign currency.Net (Loss) ProfitWe recorded a net profit ofR$1,755.2 million for the nine-month period ended September 30, 2025, compared to net loss of R$4,738.7 million for the nine-month periodended September 30, 2024, due to the factors described above.Liquidity and Capital ResourcesGeneralOur short-term liquidity requirementsrelate to the payment of operating costs, including aircraft fuel and salaries, payment obligations under our lease liabilities and loansand financing (including aircraft debt financing and debentures) and the funding of working capital requirements. Our medium and long-termliquidity requirements include equity payments for aircraft and debt financing, the working capital required to start up new routes andnew destinations, and payment obligations under our borrowings and financings.For our short-term liquidityneeds, we rely primarily on cash provided by operations and cash reserves. For our medium and long-term liquidity needs, we rely primarilyon cash provided by operations, cash reserves, working capital loans and bank credit lines including, but not limited to, bank loans,debentures and promissory notes.In order to manage our liquidity,we review our cash and cash equivalents, short-term investments, and trade and other receivables on an ongoing basis. Trade and otherreceivables include credit card sales and accounts receivables from travel agencies and cargo transportation. Our accounts receivablesare affected by the timing of our receipt of credit card revenues and travel agency invoicing. One general characteristic of the retailsector in Brazil and the aviation sector in particular is the payment for goods or services in installments via personal credit cards.Our customers may pay for their purchases in up to ten installments without interest. This is similar to the payment options offered byother airlines in Brazil. Once the transaction is approved by the credit card processor, we are no longer exposed to cardholder creditrisk, and the payment is guaranteed by the credit card issuing bank in case of default by the cardholder. Since the risk of non-paymentis low, banks are willing to advance these receivables, which are paid the same day they are requested. As a result, we believe our abilityto advance receivables at any time significantly increases our liquidity position.As of September 30, 2025,our total cash position consisting of cash and cash equivalents and short-term and long-term investments, was R$1,765.5 million, comparedto R$2,322.4 million as of December 31, 2024. The cash position decreased mainly due to our continued deleveraging process with R$4,511.4million in payments of loans and leases during the nine-month period ended September 30, 2025, as compared to R$3,347.8 million in paymentsof loans and leases during the nine-month period ended September 30, 2024.We believe that we will continueto be able to access equity and debt capital markets if and when necessary.Cash FlowsThe table below presents ourcash flows from operating, investing and financing activities for the periods indicated:| | For the Nine-Month Period ended September 30, | | | | | || --- | --- | --- | --- | --- | --- | --- || | 2025 | | | 2024 | | || | (in thousands of Brazilian reais) | | | | | || Cash Flows | | | | | | || Net cash provided (used) by operating activities | | (1,458.4 | ) | | 1,808.7 | || Net cash used by investing activities | | (309.3 | ) | | (1,082.6 | ) || Net cash provided (used) by financing activities | | 1,340.1 | | | (1,545.3 | ) || Exchange rate changes on cash and cash equivalents | | (129.8 | ) | | 4.0 | || Decrease in cash and cash equivalents | | (557.4 | ) | | (815.2 | ) | 5 Net Cash Provided (Used) by OperatingActivitiesNet cash used by operatingactivities in the nine-month period ended September 30, 2025 was R$1,458.4 million, compared to net cash provided by operating activitiesof R$1,808.7 million in the nine-month period ended September 30, 2024, principally due to changes in operating assets and liabilitiesof R$(3,174.4) million in the nine-month period ended September 30, 2025, as compared to R$752.5 million in the nine-month period endedSeptember 30, 2024.Net Cash Used by Investing ActivitiesNet cash used by investingactivities decreased 71.4%, or R$773.3 million, to R$309.3 million in the nine-month period ended September 30, 2025, compared to thenet cash used by investing activities of R$1,082.6 million in the nine-month period ended September 30, 2024. The decrease in cash usedin investing activities is mostly related to a reduction in cash used in the acquisition of property and equipment from R$531.1 millionin the nine-month period ended September 30, 2024 to R$64.9 million in the same period in 2025.Net Cash Provided (Used) by FinancingActivitiesNet cash provided by financingactivities was R$1,340.1 million in the nine-month period ended September 30, 2025, compared to net cash used by financing activitiesR$1,545.3 million in the nine-month period ended September 30, 2024. The variation in net cash used in financing activities was mainlydue to an increase in debt proceeds from R$2,299.9 million in the nine-month period ended September 30, 2024 to R$6,233.5 million in thesame period in 2025 mainly due to draws on the DIP facility, partially offset by the bridge loan and superpriority note repayment, andan end of period appreciation of the Brazilian real against the U.S. dollar.Exchange Rate Changes onCash and Cash EquivalentsExchange rate changes on cashand cash equivalents was a loss of R$129.8 million in the nine-month period ended September 30, 2025, compared to a gain of R$4.0 millionin the nine-month period ended September 30, 2024, mainly due to the end-of-period appreciation of the Brazilian real against theU.S. dollar on September 30, 2025, compared to September 30, 2024.Loans and FinancingsAs of September 30, 2025,total loans and financing amounted to R$20,326.0 million, compared to R$14,981.4 million as of December 31, 2024. In addition  wehad R$550.3 million of convertible debentures and R$16,989.3 million of lease liabilities.The following table sets forthour outstanding loans and financing as of the dates indicated.| | | | | | As of September 30, | | As of December 31, | || --- | --- | --- | --- | --- | --- | --- | --- | --- || | Average Nominal Rate p.a. | | Maturity Date | | 2025 | | 2024 | || | | | | | (in million of Brazilian reais) | | | || Foreign Currency: | | | | | | | | || Senior notes – 2026 | | 11.9% | | June 2026 | | 178.1 | | 196.2 || Senior notes – 2028 | | 11.5% | | August 2028 | | 18.1 | | 6,196.3 || Senior notes – 2029 | | 10.9% | | May 2029 | | 27.5 | | 1,533.7 || Senior notes – 2030 | | SOFR + 8.3% or 10.7% | | May 2030 | | 181.4 | | 3,649.2 || Senior notes 1L – 2028 | | 11.5% | | August 2028 | | 5,970.3 | | — || Senior notes 2L – 2029 | | 10.9% | | May 2029 | | 878.6 | | — || Senior notes 2L – 2030 | | SOFR + 8.3% or 10.7% | | May 2030 | | 2,010.7 | | — || Bridge notes | | — | | — | | — | | 977.0 || DIP Facility | | 15.0% | | February 2026 | | 7,640.5 | | — || Aircraft, engines and others | | SOFR 1M + 4.6% | | May 2026 | | 645.3 | | 729.1 || | | SOFR 3M +2.6% | | December 2027 | | 262.1 | | 116.1 || | | 4.9% | | March 2029 | | 75.8 | | 145.8 || Executed letters of credit(1) | | — | | — | | 1,167.0 | | — || Total | | | | | | 19,055.3 | | 13,543.4 || Local Currency: | | | | | | | | || Debentures | | CDI + 3.9% | | February 2031 | | 629.2 | | 841.9 || Executed derivatives | | — | | — | | 38.2 | | — || Executed letters of credit | | — | | — | | 599.2 | | — || Others | | 6.5% | | March 2027 | | 4.0 | | 596.1 || Total | | | | | | 1,270.7 | | 1,438.0 || Total loans and financing | | | | | | 20,326.0 | | 14,981.4 || (1) | As of September 30, 2025, fees and charges<br> applicable to executed letters of credit were in the process of being negotiated. || --- | --- | 6 As of September 30, 2025,we had 261 leased aircraft and engines without a purchase option with an aggregate balance of R$15,415.7 million and 25 owned and leasedaircraft and engines with a purchase option, with an aggregate outstanding balance of R$613.2 million, with the underlying aircraft servingas security and 29 owned aircraft, which are in property, plant and equipment at the net amount of depreciation of R$1,739.5 million.Our financing agreements,aircraft finance leases and certain other material agreements contain customary financial and other covenants, restrictions and eventsof default, including events of default relating to non-payment, cross-default, cross-acceleration, change of control, and certain eventsrelating to insolvency, restructuring, readjustment and rescheduling of debt. Although our Chapter 11 process may have triggered the non-fulfillmentof certain covenants, counterparties were enjoined as of September 30, 2025 from taking any action as a result of alleged defaults. Formore information, see note 18 to our unaudited interim condensed consolidated financial statements, which were filed under cover of aCurrent Report on Form 6-K with the SEC on November 17, 2025.Capital ExpendituresOurgross capital expenditures (acquisitions of property, equipment and intangibles) for the nine-month period ended September 30, 2025 and2024, totaled R$139.8 million, and R$651.3 million, respectively. Most of these expenditures related to the capitalization of engine overhaulevents and acquisition of spare parts. Other capital expenditures include IT systems and related facilities. Our gross capital expendituresdecreased 78.5% in the nine-month period ended September 30, 2025 compared to the nine-month period ended September 30, 2024, mostly dueto a reduction of capital expenditure on new aircraft entering our fleet.Wetypically hold our aircraft under leases or aircraft loans. Although we believe financing should be available for all of our future aircraftdeliveries, we cannot assure you that we will be able to secure them on terms attractive to us, if at all. To the extent we cannot securethese and other financing, we may be required to modify our aircraft acquisition plans or incur higher than anticipated financing costs.We expect to meet our operating obligations as they become due through available cash, internally generated funds and credit lines. Webelieve that our cash provided by operations and our ability to obtain financing (including through finance leases and aircraft debt-financing),by already approved lines of credit with financial institutions, as well as our ability to obtain operating leases and issue debenturesin the Brazilian capital market, will enable us to honor our current contractual and financial commitments.Quantitative and Qualitative Disclosures About Market RiskGeneralMarket risk is the risk thatthe fair value of future cash flows of a financial instrument fluctuates due to changes in market prices. Any such changes may adverselyaffect the value of our financial assets and liabilities or 7 our future cash flows and results of operations. We have entered into derivativecontracts and other financial instruments for the purpose of hedging against variations in these factors.We have also implemented policiesand procedures to evaluate such risks and approve and monitor our derivative transactions. Our risk management policy was implementedon April 14, 2011 and was revised on March 9, 2020. It is our policy not to participate in any trading of derivatives for speculativepurposes. We measure our financial derivative instruments at fair value which is determined using quoted market prices, standard optionvaluation models or values provided by the counterparty.Outstanding financial derivativeinstruments expose us to credit loss in the event of nonperformance by the counterparties to the agreements. The counterparties to ourderivative transactions are major financial institutions with strong credit ratings, and we do not expect the counterparties to fail tomeet their obligations. We do not have significant exposure to any single counterparty in relation to derivative transactions, and webelieve the credit exposure related to our counterparties is negligible.Market risk includes fivetypes of risk: interest rate, foreign currency, commodity price risk, credit risk and liquidity risk. The sensitivity analyses providedbelow do not consider the effects that such adverse changes may have on overall economic activity, nor does it consider additional actionswe may take to mitigate our exposure to such changes.Interest Rate RiskInterest rate risk is therisk that the fair value of future cash flows of a financial instrument fluctuates due to changes in market interest rates. Our exposureto the risk of changes in market interest rates refers primarily to long-term obligations (including lease liabilities and other financing)subject to variable interest rates. To manage this risk, we engage in interest rate swaps, whereby we agree to exchange at specified intervalsthe difference between the values of fixed and variable interest rates calculated based on the notional principal amount agreed betweenthe parties. As of September 30, 2025, we had swap contracts to hedge against the effect of fluctuations in interest rates on part ofpayments for leases.We utilize swap contractsdesignated as hedges to protect us from fluctuations on part of the payments of lease liabilities and loans and financing in foreign currency.The swap contracts are used to hedge the risk of variation in interest rates tied to contractual commitments executed. The essential termsof the swap contracts were agreed to be coupled with the terms of the hedged loans and financing and lease commitments.Foreign Currency RiskForeign currency risk is therisk that the fair value of future cash flows of a financial instrument fluctuates due to changes in foreign exchange rates. Our exposureto the risk of changes in exchange rates refers primarily to loans and lease liabilities indexed to the U.S. dollar (net of investmentsin U.S. dollars), maintenance reserves and to our TAP bonds denominated in Euros. Also, slightly over half of our operating expenses areeither payable in or affected by the U.S. dollar, such as aviation fuel, aircraft operating lease payments and certain flight hour maintenancecontract payments. Therefore, according to our risk policy, we may enter into currency forward contracts for periods with a currency exposureof up to 12 months.Additionally, as part of ourinternational operations, we maintain offshore bank accounts in U.S. dollars that serve as natural hedges. As of September 30, 2025, weheld a U.S. dollar balance of cash and cash equivalents of R$330.1 million.We constantly monitor thenet exposure in foreign currency and evaluate the possibility of contracting hedge transactions to protect the non-operating cash flow,projecting for a maximum period of up to 12 months, and a longer term if deemed appropriate, to minimize its exposure.Commodity Price RiskThe volatility of aviationfuel prices is one of the most significant market risks for airlines. For the nine-month periods ended September 30, 2025 and 2024, aviationfuel accounted for 31% and 36%, respectively, of our 8 operating expenses, which are linked or denominated in U.S. dollars. The pricingof aviation fuel is volatile and cannot be predicted with any degree of certainty, as it is subject to many global and geopolitical factors.For example, oil prices experienced substantial variances beginning in 2009 and through June 2018. In addition, largely as a result ofthe war between Russia and Ukraine, Brent oil prices sharply increased from about US$75 per barrel at the end of 2021 to US$128 per barrelon March 8, 2022. As of September 30, 2025, the Brent oil price was US$67 per barrel. Airlines often use WTI crude or heating oil futurecontracts to protect their exposure to jet fuel prices. We attempt to mitigate fuel price volatility primarily through derivative financialinstruments or a fixed price agreement with our suppliers.Credit RiskCredit risk is inherent toAzul’s operating and financial activities, mainly disclosed in cash and cash equivalents, long-term investments, accounts receivable,aircraft sublease, security deposits and maintenance reserves. Financial assets classified as cash and cash equivalents and long-terminvestments are deposited with counterparties that have a minimum investment grade rating in the assessment made by S&P Global Ratings,Moody’s or Fitch (between AAA and A+).Credit limits are establishedfor all Azul’s customers based on internal classification criteria and the carrying amounts represent the maximum credit risk exposure.Outstanding receivables from customers are frequently monitored by Azul and, when necessary, allowances for expected credit losses arerecognized.Derivative financial instrumentsare contracted by Azul on the over-the-counter market (OTC) from counterparties with a minimum investment grade rating, or on commoditiesand futures exchanges (the B3 and The New York Mercantile Exchange), which substantially mitigates the credit risk. Azul assesses therisks of counterparties in financial instruments and diversifies its exposure periodically.Liquidity RiskThe maturity schedules ofour consolidated financial liabilities as of September 30, 2025, are as follows:| | Carrying Amount | | Total | | Until 1 year | | From 2 to 5 years | | After 5 years | || --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- || | (in thousands of Brazilian reais) | | | | | | | | | || Loans and financing | | 20,325,959 | | 24,988,845 | | 13,367,563 | | 11,582,351 | | 38,931 || Leases | | 16,989,289 | | 32,484,363 | | 4,296,560 | | 16,529,936 | | 11,657,867 || Convertible debt instruments | | 550,342 | | 939,483 | | 181,065 | | 758,418 | | — || Accounts payable | | 5,027,165 | | 5,584,744 | | 3,204,313 | | 1,570,037 | | 810,394 || Airport taxes and fees | | 1,445,390 | | 2,028,789 | | 729,612 | | 551,610 | | 747,567 || | | 44,338,145 | | 66,026,224 | | 21,779,113 | | 30,992,352 | | 13,254,759 |The above balances do notreflect the renegotiations signed by Azul after September 30, 2025. See “Recent Developments.”Sensitivity AnalysisOur sensitivity analysis measuresthe impact of interest rate risk, foreign currency risk, and commodity price risk on the results of operations considering two differentscenarios: (i) the adverse scenario, which assumes that the relevant interest rate, foreign currency or fuel price will worsen by 10%and (ii) the remote scenario, which assumes that relevant interest rate, exchange rate or fuel price will worsen by 25%. 9 | | | | As of September 30, 2025 | | | | | || --- | --- | --- | --- | --- | --- | --- | --- | --- || Risk Factor | Financial Instrument | Risk | Adverse Scenario | | | Remote Scenario | | || | | | (in thousands of Brazilian reais) | | | | | || Financing | Interest rate | CDI Rate | | (7,935 | ) | | (19,837 | ) || Financing | Interest rate | SOFR | | (5,374 | ) | | (13,434 | ) || Assets | Exchange rate | Euro rate decrease | | 107,602 | | | 269,005 | || Liabilities and aircraft leases | Exchange rate | U.S. dollar rate increase | | (3,694,071 | ) | | (9,235,177 | ) || Aircraft fuel | Cost per liter | Fuel price | | (433,086 | ) | | (1,082,716 | ) | 10