20-F

As submitted to the Securities and Exchange Commission on April 2, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from _ to _

Commission file number: 001-38049

AZUL SA

(Exact name of Registrant as specified in its charter)

N/A (Translation of Registrant’s name into English)

Federative Republic of Brazil (Jurisdiction of incorporation or organization)

Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floorEdifício Jatobá, Condomínio Castelo Branco Office Park

Tamboré, Barueri, State of São Paulo, Zip Code 06460-040Federative Republic of Brazil(Address of principal executive offices)

Alexandre Wagner Malfitani (Chief Financial Officer and Investor Relations Officer) E-mail: invest@voeazul.com.br Telephone: +55 (11) 4831-2880 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares without par valueAmerican Depositary Shares (as evidenced by American Depositary Receipts), each representing 500,000 Common Shares

Securities for which there is a reporting obligation pursuant to Section 15 (d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

2,128,965,121 Common Shares and 896,039,753 Preferred Shares (as of December 31, 2025)(As of the date of this annual report the issuer’s outstanding share capital comprises 54,913,287,951,407 Common Shares)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404 (b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:

Yes ☒ No ☐

INTRODUCTION	1
GLOSSARY OF AIRLINE AND OTHER TERMS:	1
FORWARD-LOOKING STATEMENTS	11
PART I	13
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	13
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	13
ITEM 3. KEY INFORMATION	13
A. [Reserved]	13
B. Capitalization and Indebtedness	13
C. Reasons for the Offer and Use of Proceeds	13
D. Risk Factors	13
ITEM 4. INFORMATION ON THE COMPANY	57
A. History and Development of the Company	57
B. Business Overview	58
C. Organizational Structure	112
D. Property, Plant and Equipment	113
ITEM 4A. UNRESOLVED STAFF COMMENTS	114
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	114
A. Operating Results	114
B. Liquidity and Capital Resources	130
C. Research and Development, Patents and Licenses	134
D. Trend Information	134
E. Critical Accounting Estimates	135
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	136
A. Directors and Senior Management	136
B. Management Compensation	145
C. Board Practices	153
D. Employees	154
E. Share Ownership	156
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation	156
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	156
A. Major Shareholders	156
B. Related Party Transactions	160
C. Interests of Experts and Counsel	161
ITEM 8. FINANCIAL INFORMATION	161
A. Consolidated Statements and Other Financial Information	161
B. Significant Changes	165
ITEM 9. THE OFFER AND LISTING	166
A. Offering and Listing Details	166
B. Plan of Distribution	166
C. Markets	167
D. Selling Shareholders	170
E. Dilution	170
F. Expenses of the Issue	170
ITEM 10. ADDITIONAL INFORMATION	170
A. Share Capital	170
B. Memorandum and Articles of Association	170
C. Material Contracts	181
D. Exchange Controls	182
---	---
E. Taxation	182
F. Dividends and Payment Agents	194
G. Statements by Experts	194
H. Documents on Display	194
I. Subsidiary Information	195
J. Annual Report to Security Holders	195
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	195
PART II	197
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	197
A. Debt Securities	197
B. Warrants and Rights	197
C. Other Securities	197
D. American Depositary Shares	197
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	208
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	208
ITEM 15. CONTROLS AND PROCEDURES	209
ITEM 16. [Reserved]	209
A. AUDIT COMMITTEE FINANCIAL EXPERT	209
B. CODE OF ETHICS	209
C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	210
D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	210
E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	210
F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	211
G. CORPORATE GOVERNANCE	212
H. MINE SAFETY DISCLOSURE	215
I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	215
J. INSIDER TRADING POLICIES	215
K. CYBERSECURITY	216
PART III	218
ITEM 17. FINANCIAL STATEMENTS	218
ITEM 18. FINANCIAL STATEMENTS	218
ITEM 19. EXHIBITS	218
CONSOLIDATED FINANCIAL STATEMENTS	F-1

INTRODUCTION

In this annual report, the discussion of our business includes the business of Azul S.A. and its direct and indirect subsidiaries. Unless otherwise indicated or the context otherwise requires, “Azul” “we,” “us,” “our” or the “Company” refer to Azul S.A. and its consolidated subsidiaries. The term “Brazil” refers to the Federative Republic of Brazil and the phrase “Brazilian government” refers to the federal government of Brazil. “Central Bank” refers to the Brazilian Central Bank (Banco Central do Brasil). References in the annual report to “real,” “reais” or “R$” refer to the Brazilian real, the official currency of Brazil and references to “U.S. dollar,” “U.S. dollars” or “US$” refer to U.S. dollars, the official currency of the United States of America.

GLOSSARY OF AIRLINE AND OTHER TERMS:

The following is a glossary of industry and other defined terms used in this annual report:

•“ABEAR” means the Brazilian Association of Airline Companies (Associação Brasileira das Empresas Aéreas).

•“Abra” means Abra Group Limited, the controlling holding company of Gol.

•“ABRACORP” means the Brazilian Corporate Agencies Association (Associação Brasileira de Agências Corporativas).

•“ADR” means American depositary receipts.

•“ADS” means American depositary shares.

•“Additional Investment Warrants” means the warrants (bônus de subscrição) to purchase common shares (or ADSs representing such common shares) issued by us to United and the Additional Investment Holders (as defined below) in connection with the Voluntary Reorganization. See “Item 10.B Additional Information—Memorandum and Articles of Association—Warrants.”

•“AerCap” means AerCap Ireland Limited, together with its applicable affiliates.

•“Aeroportos Brasil,” a private consortium that operates Viracopos airport jointly with INFRAERO.

•“Airbus” means Airbus S.A.S.

•“aircraft utilization” represents the average number of block hours operated per day per aircraft for our operating fleet, excluding spare aircraft and aircraft in maintenance.

•“ALAB” refers to the main operating subsidiary of the Company, namely Azul Linhas Aéreas Brasileiras S.A.

•“American” means American Airlines, Inc.

•“American Warrants” means the warrants (bônus de subscrição) to purchase common shares (or ADSs representing such common shares) issued by us to American in connection with the Voluntary Reorganization. See “Item 10.B Additional Information—Memorandum and Articles of Association—Warrants.”

•“ANBIMA” means the Brazilian Financial and Capital Markets Association (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais).

•“ANAC” refers to the Brazilian National Civil Aviation Agency (Agência Nacional de Aviação Civil).

•“ATR” means aircraft with turboprop propulsion manufactured by Avions de Transport Régional G.I.E.

•“audited consolidated financial statements” means our audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023.

•“ATS” means ATS Viagens e Turismo Ltda.

Azul S.A.	1

•“available seat kilometers,” or “ASKs,” represents aircraft seating capacity multiplied by the number of kilometers the aircraft is flown.

•“average fare” means total passenger revenue divided by passenger flight segments.

•“average ticket revenue per booked passenger” means total passenger revenue divided by booked passengers.

•“Avianca Brasil” means Oceanair Linhas Aéreas S.A.

•“Azul Investments” means Azul Investments LLP.

•“Azul Secured Finance” means Azul Secured Finance LLP.

•“Azul Secured Finance II” means Azul Secured Finance II LLP.

•“Azul Viagens” means ATS Viagens e Turismo Ltda.

•“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532.

•“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of New York.

•“B3” means the Brazilian Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão).

•“block hours” means the number of hours during which the aircraft is in revenue service, measured from the time it closes the door at the departure of a revenue flight until the time it opens the door at the arrival on the gate at destination.

•“Boeing” means The Boeing Company.

•“booked passengers” means the total number of passengers booked on all passenger flight segments.

•“Brazilian Corporations Law” means Law No. 6,404/1976.

•“CADE” refers to the Brazilian Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica), the Brazilian antitrust authority.

•“Calfinco” means Calfinco, Inc., a wholly-owned subsidiary of United Airlines, Inc.

•“CAPA” means the Centre for Aviation, a provider of independent aviation market intelligence, analysis and data services.

•“Cape Town Convention” means the Convention on International Interests in Mobile Equipment and its protocol on Matters Specific to Aircraft Equipment, concluded in Cape Town on November 16, 2001.

•“CASK” represents total operating cost divided by available seat kilometers.

•“CBP” means United States Customs and Border Protection.

•“Chapter 11 Cases” means our Voluntary Reorganization proceedings jointly administered under the caption In re Azul S.A., et al., Case No. 25-11176.

•“Cirium” means a real-time provider of data for analyzing route dynamics, passenger demand and operational performance.

•“Claim” means any “claim,” as defined in section 101(5) of the Bankruptcy Code.

•“CMN” means the Brazilian National Monetary Council (Conselho Monetário Nacional).

•“common shares” means common shares of Azul S.A., without par value.

•“completion rate” means the percentage of completion of our scheduled flights that were operated by us, whether or not delayed (i.e., not cancelled).

2	Azul S.A.

•“Convertible Debentures” means the convertible debentures issued by the Company and guaranteed by the other Secured Debt Obligors issued pursuant to the Private Instrument of Indenture for the First Issuance of Debentures Convertible Into Preferred Shares Guaranteed by Shared Collateral with Additional Guarantee of Azul S.A. (Instrumento Particular de Escritura de Emissão de Debêntures Conversíveis em Ações Preferenciais, da Espécie com Garantia Real, com Garantia Fidejussória Adicional, da Primeira Emissão de Azul S.A.) dated October 26, 2020 (as amended from time to time). For the avoidance of doubt, the Convertible Debentures are no longer outstanding.

•“Convertible Debenture Claims” means any Claim in respect of the Convertible Debentures.

•“Conversion” means the conversion of all of our preferred shares into a single class of common shares, effective as of January 15, 2026, which was required to implement the transactions under our Voluntary Reorganization. See “Item 10.B Additional Information—Memorandum and Articles of Association—Conversion and First Reverse Share Split.”

•“COVID-19” means the novel coronavirus that surfaced in the city of Wuhan, China in December 2019.

•“CPPI” means the Council of the Brazilian Investment Partnership Program (Conselho do Programa de Parceria de Investimentos).

•“Creditors’ Entities” means (i) Azul 1L Creditors’ Entity Ltd., and (ii) Azul 2L Creditors’ Entity Ltd., each of which is an exempted company incorporated in the Cayman Islands and is a special purpose vehicle formed for the purposes of the Equitization of 1L/2L Claims.

•“Crewmembers” is a term we use to refer to all our employees, including aircraft crew, airport ground, call center, maintenance and administrative personnel.

•“CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários).

•“DECEA” means the Brazilian Department of Airspace Control (Departamento de Controle do Espaço Aéreo).

•“departure” means a revenue flight segment.

•“DOT” means the United States Department of Transportation.

•“EASA” means the European Union Aviation Safety Agency.

•“Effective Date” means February 20, 2026, which is the date on which the Plan became effective and we emerged from the Chapter 11 Cases.

•“E-Jets” refer to narrow-body jets manufactured by Embraer S.A.

•“Embraer” means Embraer S.A.

•“ESG” means Environmental, Social and Governance practices.

•“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

•“Exit Notes” means our US$ 1.375 billion of 9.875% senior secured notes due 2031 issued on February 6, 2026.

•“Exit Notes Obligors” means the obligors under the Exit Notes, which comprise (i) Azul Secured Finance, (ii) the Company, (iii) ALAB, (iv) IntelAzul S.A., (v) ATS, (vi) Azul IP Cayman HoldCo Ltd., (vii) Azul IP Cayman Ltd., and (viii) Azul Conecta Ltda.

•“FAA” means the United States Federal Aviation Administration.

•“FGV” refers to the Getúlio Vargas Foundation (Fundação Getúlio Vargas), a Brazilian higher education institution that was founded in December 1944.

•“financial statements” refers to our audited consolidated financial statements.

•“flight hours” means the number of hours during which the aircraft is in revenue service, measured from the time it takes off until the time it lands at the destination.

Azul S.A.	3

•“First Reverse Share Split” means the reverse share split of all of our common shares, effective as of February 18, 2026, which was required to implement the transactions under our Voluntary Reorganization. See “Item 10.B Additional Information—Memorandum and Articles of Association—Conversion and First Reverse Share Split.”

•“FNAC” means the National Civil Aviation Fund (Fundo Nacional de Aviação Civil).

•“focus-city” means a destination from which an airline operates several point-to-point routes. A focus-city may also function as a smaller scale hub.

•“founder” means David Gary Neeleman, or simply David Neeleman.

•“FTEs” means full-time equivalent employees.

•“FTEs per aircraft” means the number of FTEs divided by the number of operating aircraft.

•“Global Distribution System” or “GDS” means a system that enables automated transactions between airlines and travel agencies. Travel agencies traditionally rely on GDS for services, products and rates in order to provide travel-related services to end consumers. GDS can link services, rates and bookings consolidating products and services across different travel sectors including airline reservations, hotel reservations and car rental. GDS charges participant airlines a booking fee per passenger and segment sold, typically applying additional charges for ticketing, credit card authorizations, real time connectivity, information pages and other ancillary services.

•“Gol” means Gol Linhas Aéreas Inteligentes S.A., or its operating subsidiary Gol Linhas Aéreas S.A.

•“gross billings” means the result of the sale of points to commercial partners and the cash portion of points plus money transactions. It is not an accounting measurement. This revenue may affect the current period or may be recognized as revenue in future periods, depending on the time of redemption on the part of program participants.

•“GUC Warrants” means the warrants (bônus de subscrição) to purchase common shares (or ADSs representing such common shares) issued by the Company to the GUC Trust in connection with the Voluntary Reorganization. See “Item 10.B Additional Information—Memorandum and Articles of Association—Warrants.”

•“Hainan” means Hainan Airlines Holding Co., Ltd.

•“IATA” means the International Air Transport Association.

•“IBGE” means the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística).

•“ICAO” means the International Civil Aviation Organization.

•“IFRS” means IFRS Accounting Standards, as issued by the International Accounting Standards Board.

•“INFRAERO” means Empresa Brasileira de Infraestrutura Aeroportuária—INFRAERO, a Brazilian state-controlled corporation reporting to the Ministry of Infrastructure that is in charge of managing, operating and controlling federal airports, including control towers and airport safety operations.

•“INPI” means the Brazilian Institute of Industrial Property (Instituto Nacional da Propriedade Industrial).

•“IntelAzul S.A." or “IntelAzul” means the entity formerly known as TRIP Linhas Aéreas S.A. and Tudo Azul S.A., which was acquired by Azul, in 2012, and subsequently changed its corporate name to “IntelAzul S.A.”

•“IP Co” means Azul IP Cayman Ltd.

•“IP HoldCo” means Azul IP Cayman Holdco Ltd.

•“JetBlue” means JetBlue Airways Corporation.

•“LATAM” means Latam Airlines Group S.A. including all of its subsidiaries. LATAM was formed in 2012, through the acquisition of TAM S.A., or TAM Linhas Aéreas S.A., by Lan Airlines S.A.

•“load factor” means the percentage of aircraft seats actually occupied on a flight (RPKs divided by ASKs).

4	Azul S.A.

•“main competitors” refers to Gol and LATAM, our competitors in the Brazilian market that have a market share larger than ours and publicly disclose their results of operations from time to time. When used in the singular, the term “main competitor” refers to Gol, our only direct competitor for which stand-alone information is publicly available.

•“LATAM Pass” is LATAM’s loyalty program.

•“MIP” means the Company’s restricted share granting plan (plano de outorga de ações restritas da companhia) which was approved in an extraordinary general meeting of shareholders (assembleia geral extraordinária) held on February 12, 2026, which has a maximum limit of 7.0% of the Company’s share capital on a fully-diluted basis.

•“Net promoter score or NPS” means a customer loyalty metric that we use to measure how willing a customer is to recommend our service.

•“NYSE” means the New York Stock Exchange LLC.

•“NYSE American” means NYSE American, LLC.

•“OEM” means original equipment manufacturers which, for example, includes aircraft manufacturers and engine manufacturers.

•“on-time performance” refers to the percentage of an airline’s scheduled flights that were operated and that arrived within 15 minutes of the scheduled time.

•“operating fleet” means aircraft in service, spare aircraft and aircraft undergoing maintenance.

•“passenger flight segments” means the total number of revenue passengers flown on all revenue flight segments.

•“Petrobras” means Petróleo Brasileiro S.A., a mixed economy corporation in the oil and gas industry that is majority owned by the Brazilian government.

•“pitch” means the distance between a point on one seat and the same point on the seat in front of it.

•“Plan” means the Joint Chapter 11 Plan of Reorganization of Azul S.A. and its Debtor Affiliates filed within the Chapter 11 Cases.

•“PRASK” means passenger revenue divided by ASKs.

•“PRASK premium” refers to the positive difference between an airline’s PRASK and its main competitor’s PRASK over a given time period.

•“preferred shares” means the preferred shares of Azul S.A., without par value, that existed prior to the Conversion of the preferred shares into common shares, which was effective on January 15, 2026. See “Item 10.B Additional Information—Memorandum and Articles of Association—Conversion and First Reverse Share Split.”

•“RAB” means the Brazilian Aeronautical Registry (Registro Aeronáutico Brasileiro).

•“RASK” or “unit revenue” means operating revenue divided by ASKs.

•“revenue passenger kilometers” or “RPKs” means one-fare paying passenger transported per kilometer. RPK is calculated by multiplying the number of revenue passengers by the number of kilometers flown.

•“Rio Novo” means Rio Novo Locações Ltda.

•“route” means a segment between a pair of cities.

•“Second Reverse Share Split” means the reverse share split of all of our common shares, which was approved at an extraordinary general meeting of shareholders (assembleia geral extraordinária) held on March 25, 2026, at a ratio of 150,000 pre-split common shares to form one post-split common share, which us currently expected to be effective as of April 20, 2026.

Azul S.A.	5

•“Secured Debt Obligors” means the obligors under the 1L Notes, the 2L Notes, the Convertible Debentures, which comprise (i) the Company, (ii) Azul Secured Finance, (iii) ALAB, (iv) IntelAzul S.A., (v) ATS, (vi) Azul IP Cayman HoldCo Ltd., (vii) Azul IP Cayman Ltd., (viii) Azul Investments, (ix) Azul Conecta Ltda., and (x) Azul Secured Finance II.

•“Securities Act” means the U.S. Securities Act of 1933, as amended.

•“Smiles” means Smiles, Gol’s loyalty program.

•“stage length” means the average number of kilometers flown per flight.

•“Strategic Investors” means American and United.

•“TAP” means Transportes Aéreos Portugueses, S.A.

•“TAP Bonds” means Tranche A 7.5% bonds due March 2026 issued by the TAP Bond Issuer.

•“TAP Bonds Issuer” means SIAVILO - SGPS, S.A. (previously named Transportes Aéreos Portugueses, SGPS, S.A.).

•“TMF” means TMF Brasil Administracao e Gestao de Ativos Ltda.

•“TRIP” means the entity formerly known as TRIP Linhas Aéreas S.A. and Tudo Azul S.A., which was acquired by Azul in 2012 and subsequently changed its corporate name to "IntelAzul S.A.”

•“TRIP acquisition” means our 2012 acquisition of TRIP.

•“trip cost” represents operating expenses adjusted for non-recurring events divided by departures.

•“Trip Investimentos” means Trip Investimentos Ltda.

•“Trip Participações” means Trip Participações S.A.

•“TSA” means the United States Transportation Security Administration.

• “TwoFlex” means Azul Conecta Ltda. (“Azul Conecta”) previously known as Two Táxi Aéreo Ltda.

•“United” means United Airlines Inc.

•“UMB Bank” means UMB Bank, National Association.

•“Vibra Energia” means Vibra Energia S.A., an energy company, formerly known as “BR Distribuidora”.

•“Viracopos” means the main airport of Campinas, located approximately 100 km from the city of São Paulo, State of São Paulo.

•“Voluntary Reorganization” means the reorganization proceedings under Chapter 11 of Title 11 of the United States Code voluntarily commenced by us and certain of our subsidiaries on May 28, 2025, and the related restructuring transactions implemented thereunder.

•“yield” represents the average amount one passenger pays to fly one kilometer.

•“Warrants” means the GUC Warrants, the Additional Investment Warrants and the American Warrants, collectively.

•“1L Notes” means the 11.930% senior secured first out notes due 2028 issued by Azul Secured Finance and guaranteed by the other Secured Debt Obligors issued pursuant an indenture dated as of January 28, 2025. For the avoidance of doubt, the 1L Notes are no longer outstanding.

•“1L Notes Claims” means any Claim in respect of the 1L Notes.

•“2L Notes” means, collectively, the 2029 Notes and the 2030 Notes.

•“2L Notes Claims” means any Claim in respect of the 2L Notes.

6	Azul S.A.

•“2029 Notes” means the 11.500% senior secured second out notes due 2029 issued by Azul Secured Finance and guaranteed by the other Secured Debt Obligors issued pursuant to an indenture dated as of January 28, 2025. For the avoidance of doubt, the 2029 Notes are no longer outstanding.

•“2030 Notes” means the 10.875% senior secured second out notes due 2030 issued by Azul Secured Finance and guaranteed by the other Secured Debt Obligors issued pursuant to an indenture dated as of January 28, 2025. For the avoidance of doubt, the 2030 Notes are no longer outstanding.

Summary of Risk Factors

An investment in our common shares or ADSs is subject to a number of risks, including risks relating to our business and the Brazilian civil aviation industry, risk relating to the Voluntary Reorganization, risks relating to Brazil and risks relating to our common shares, including in the form of ADSs. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled “Risk Factors” for a more thorough description of these and other risks.

Risks Relating to Our Business and the Brazilian Civil Aviation Industry

•Substantial fluctuations in fuel costs or fuel unavailability, primarily sourced from a single supplier, could have an adverse effect on us. Ongoing conflicts and heightened geopolitical tensions in various regions of the world (including conflicts between Russia and Ukraine, among the United States, Israel and Iran, and between the United States and Venezuela) have contributed to increases in fuel prices and heightened volatility in fuel prices.

•We have significant levels of indebtedness and other financial obligations and insufficient liquidity could materially adversely affect our financial condition and business.

•The affirmative and negative covenants in our financing agreements impose significant operating and financial restrictions on us, which limits our flexibility to respond to changing business and economic conditions, to complete certain transactions and to take advantage of business opportunities. Failure to comply with the terms of our debt and other obligations may result in the acceleration of debt and enforcement action being taken against collateral.

•We, as the airline industry as a whole, are particularly sensitive to changes in economic conditions, and prolonged negative economic conditions that would likely continue to adversely affect our business and limit our ability to secure financing on favorable terms.

•The airline industry is characterized by with high fixed costs and relatively elastic revenues, making it challenging to quickly reduce expenses (including debt service costs and obligations owed to lessors and OEMs) in response to revenue shortfalls, which may harm our ability to achieve our strategic goals.

•We are highly dependent on our three hubs at Viracopos airport, Confins airport and Recife airport for a large portion of our business and as such, a material disruption at any of our hubs could adversely affect us.

•We operate in a highly competitive industry, and actions by our competitors could adversely affect us.

•Delays or failures by original equipment manufacturers, lessors, suppliers, or maintenance providers to fulfill their obligations may adversely affect us.

•We are particularly reliant on Embraer, ATR and Airbus aircraft for our operations, and our business could be adversely if deliveries from these companies are affected, if aircraft from these companies become unavailable or if these aircraft are subject to significant maintenance events or if the public has a negative perception of these aircraft.

•We could be adversely affected by expenses or disruptions associated with planned or unplanned maintenance on our aircraft, as well as any inability to obtain spare parts in a timely manner.

•We rely significantly on automated systems, and any cyberattacks, breakdown, hacking, or changes in these systems may adversely affect us.

Azul S.A.	7

•Our business, reputation, and the trading price of our common shares, including in the form of ADSs, could be adversely affected by events beyond our control, including accidents or incidents involving our aircraft, adverse weather conditions, natural disasters, epidemics, terrorist attacks, war, or political and social instability.

•We depend on our senior management team, and the loss of any member of this team, including our Chairman and key executives, could adversely affect us.

Risks Relating to the Voluntary Reorganization

•The Voluntary Reorganization is based in large part upon assumptions and analyses developed by us, which may be incorrect.

•Our actual financial results may vary significantly from the financial projections relied upon in the Voluntary Reorganization.

•Our historical financial information may not be indicative of our future financial performance.

•We may be subject to claims that will not be discharged in the Voluntary Reorganization or that must be repaid in full under the Plan, which could have a material adverse effect on our financial condition and results of operations.

Risks Relating to Brazil

•The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy, which, combined with Brazil’s political and economic conditions, could adversely affect our operations and the price of our common shares, including in the form of ADSs.

•Economic, health, political, and environmental crises, or any other kind of crisis that could impact the Brazilian economy, may affect the purchasing power of the Brazilian population, which may result in a decrease in demand for air travel and, consequently, affect our business.

•Developments and the perceptions of risks in other countries, including in other emerging markets, the United States, and Europe, as well as developments relating to the Russia-Ukraine conflict, the conflict between Israel and militant groups in the Middle East (including Hamas), rising tensions between the United States and Venezuela, between the United States and Cuba, and the conflict among the United States, Israel and Iran, may adversely affect the Brazilian economy and the price of Brazilian securities, including the trading price of our common shares, including those in the form of ADSs.

•We cannot predict which policies the President of Brazil may adopt or change during his remainder of his mandate, or the effect that any such policies may have on our business and on the Brazilian economy, and political uncertainty may increase as we approach the next presidential elections in October 2026.

•Exchange rate instability may have adverse effects on the Brazilian economy, our business, and the trading price of our common shares, including in the form of ADSs.

•Inflation and the Brazilian government’s measures to curb inflation have historically adversely affected the Brazilian economy and Brazilian capital markets. If inflation remains high in the future, it could adversely affect us and the trading price of our common shares, including in the form of ADSs.

Risks Relating to Our Common Shares, Including in the Form of ADSs

•Trading of our ADSs and common shares in the securities markets is limited and could experience further illiquidity and price volatility; the delisting of our ADS from NYSE may continue to have a material adverse effect on the trading and price of our ADSs, and we cannot assure you that our ADSs will be relisted on NYSE American or the NYSE, or will be listed on any other internationally recognized stock exchange, or that if they are ever relisted, they will remain listed.

•An active and liquid trading market for our common shares, including in the form of ADSs, may not be maintained, which could adversely affect the price our common shares, including in the form of ADSs.

•The sale of a significant number of our common shares, including in the form of ADSs, may negatively affect the trading price of our common shares, including in the form of ADSs.

8	Azul S.A.

Market Share and Other Information

This annual report contains data related to economic conditions in the market in which we operate. The information contained in this annual report concerning economic conditions is based on publicly available information from third-party sources that we believe to be reasonable. Data and statistics regarding the Brazilian civil aviation market are based on publicly available data published by ANAC, INFRAERO, ABRACORP, Ministry of Transportation, Ports and Civil Aviation and Aeroportos Brasil, among others. Data and statistics regarding international civil aviation markets are based on publicly available data published by ICAO or IATA. We also make statements in this annual report about our competitive position and market share in, and the market size of, the Brazilian airline industry. We have made these statements on the basis of statistics and other information from third-party sources that we believe to be reasonable, such as Cirium, ANAC and Dados Comparativos Avançados (Advanced Comparative Data, a monthly report issued by ANAC that contains preliminary information on the number of ASKs and RPKs recorded in the Brazilian civil aviation market), and ABEAR. In addition, we include additional operating and financial information about Gol, LATAM, Smiles and LATAM Pass, which is derived from the information released publicly by them, including disclosure filed with or furnished to the SEC and other information made available on their respective websites. Although we have no reason to believe any of this information or these reports are inaccurate in any material respect and believe and act as if they are reliable, we have not independently verified it. Governmental publications and other market sources, including those referred to above, generally state that their information was obtained from recognized and reliable sources, but the accuracy and completeness of that information is not guaranteed. In addition, the data that we compile internally and our estimates have not been verified by an independent source.

Presentation of Financial and Other Information

Our audited consolidated financial statements, as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 are included in this annual report. Our financial statements were prepared in accordance with the IFRS Accounting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB.

The financial information presented in this annual report should be read in conjunction with our financial statements, the related notes included elsewhere in this annual report and the section of this annual report entitled “Item 5. Operating and Financial Review and Prospects.”

Convenience Translations

This annual report contains conversions of certain Brazilian real amounts into U.S. dollar amounts at specified rates solely for the convenience of the reader. These conversions should not be construed as representations that the Brazilian real amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate or any other exchange rate as of that or any other date. Unless we indicate otherwise, the U.S. dollar equivalent for information in Brazilian reais is based on the commercial selling rate published by the Central Bank on December 31, 2025, which was R$5.5024 per US$1.00. The Federal Reserve Bank of New York does not report a noon buying rate for Brazilian reais.

Rounding

Certain amounts and percentages included in this annual report, including in the section entitled “Item 5. Operating and Financial Review and Prospects,” have been rounded for ease of presentation. Percentage figures included in this annual report have not been calculated in all cases on the basis of the rounded figures but on the basis of the original amounts prior to rounding. For this reason, certain percentage amounts in this annual report may vary from those obtained by performing the same calculations using the figures in our financial statements. Certain other amounts that appear in this annual report may not add up due to rounding.

Azul S.A.	9

Outstanding Common Shares

Unless otherwise stated, references in this annual report to numbers or percentages of our outstanding common shares do not take into account any common shares that could be issued pursuant to the exercise of any Warrants, any grants under the MIP or the exercise of any other previously-granted share options.

Note Regarding Operating Data

The following operating data are often provided, and utilized by the Company’s management, analysts, and investors to enhance comparability of year-over-year results, as well as to compare results to other airlines: Available seat kilometers (ASKs); Passenger revenue per ASK (PRASKs); Operating revenue per ASK (RASK); and total operating cost divided by ASK (CASK) amongst others.

Operating Data

	As of and For the Years Ended December 31,
	2025(1)	2025	2024	2023
Operating Statistics (unaudited)
Operating passenger aircraft at end of period	176	176	181	183
Contractual passenger aircraft at end of period	227	227	185	189
Cities served at end of period	144	144	152	162
Average daily aircraft utilization (hours)	11.8	11.8	11.5	10.0
Stage length (km)	1,288	1,288	1,182	1,159
Number of departures	310,713	310,713	322,082	316,896
Block hours	575,448	575,448	567,774	550,843
Passenger flight segments	31,913,872	31,913,872	30,870,989	29,277,728
Revenue passenger kilometers (RPKs) (million)	US7,694	R42,336	R37,778	R35,399
Available seat kilometers (ASKs) (millions)	50,908	50,908	46,292	44,006
Load Factor (%)	83.2	83.2	81.6	80.4
Passenger revenue (in thousands)	US3,634,364	R19,997,726	R18,123,135	R17,227,728
Passenger revenue adjusted (in thousands)(2)	US3,676,760	R20,231,002	R18,123,135	R17,362,896
PRASK adjusted (cents)(2)	US7.22	R39.74	R39.15	R39.46
RASK adjusted (cents)(2)	US7.81	R42.97	R42.18	R42.48
Yield per ASK adjusted (cents)(2)	US8.68	R47.79	R47.97	R49.05
Trip cost adjusted(3)	US10,664.34	R58,679.49	R49,734.28	R49,841.79
End-of-period FTEs per aircraft	84	84	85	83
CASK adjusted (cents)(3)	US6.51	R35.81	R34.60	R35.89
CASK ex-fuel adjusted (cents)(3)	US4.47	R24.60	R22.54	R22.51
Fuel liters consumed (thousands)	1,428	1,428	1,325	1,291
Average fuel cost per liter	US0.73	R4.00	R4.21	R4.56

All values are in US Dollars.

(1)	For convenience purposes only, the amounts in reais as of December 31, 2025 have been translated to U.S. dollars using the rate of R$5.5024, which corresponds to the commercial selling rate for US$1.00 as of December 31, 2025, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate.
(2)	Passenger revenue adjusted, PRASK adjusted, RASK adjusted and Yield per ASK adjusted for non-recurring items.
(3)	Trip cost adjusted, CASK adjusted and CASK excluding all fuel costs adjusted for non-recurring items and impairment.	10	Azul S.A.
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FORWARD-LOOKING STATEMENTS

This annual report includes estimates and forward-looking statements principally under the captions “Item 3. Key Information” and “Item 5. Operating and Financial Review and Prospects.”

These estimates and forward-looking statements are based mainly on our current expectations and estimates of future events and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of our common shares, including in the form of ADSs. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to many significant risks, uncertainties and assumptions and are made in light of information currently available to us.

These statements appear throughout this annual report and include statements regarding our intent, belief or current expectations in connection with:

•our recent emergence from the Voluntary Reorganization and the transactions entered into in connection with this;

•inflation, appreciation, depreciation and devaluation of the Brazilian real, as well as interest rates and exchange rates in Brazil and the other markets in which we operate, which have been particularly volatile as a result of, among other factors, monetary stimulus in response to the COVID-19 pandemic, supply chain disruptions, natural disasters (such as the significant floods experienced in the state of Rio Grande do Sul in April and May 2024) and geopolitical tensions (such as tensions as a result of the Russia-Ukraine conflict, rising tensions between the United States and Venezuela, the United States and Cuba, and among the United States, Israel and Iran);

•our level of debt and other fixed obligations, including obligations owed to lessors and OEMs, as well as our ability to obtain additional financing and to refinance our existing debt and other obligations;

•the economic, financial and other effects of pandemics, epidemics, diseases, public health threats and similar crises (including the coronavirus, or COVID-19, pandemic), and natural disasters (such as the significant floods experienced in the state of Rio Grande do Sul in April and May 2024), and governmental responses thereto, particularly as such factors impact or may impact Brazil and the other markets in which we operate, thus adversely affecting our results of operations and financial condition, and heightening many of the other risks described in the “Risk Factors” section of this annual report;

•developments and the perception of risks in connection with laws, regulations and policies the President of Brazil, may adopt or change during his term in office, including economic, healthcare and fiscal reforms, any of which may negatively affect growth prospects in the Brazilian economy as a whole;

•our ability to implement in a timely and efficient manner, any measure necessary to respond to or reduce the impacts of developments related to pandemics, epidemics, diseases, public health threats and similar crises (including the COVID-19 pandemic) and natural disasters (such as the significant floods experienced in the state of Rio Grande do Sul in April and May 2024), on our business, operations, cash flow, prospects, liquidity and financial conditions;

•changes in market prices, customer demand and preferences and competitive conditions;

•general economic, political and business conditions in Brazil, particularly in the geographic markets we serve as well as any other countries where we currently operate and may operate in the future, including developments and the perception of risks in connection with volatility from the heightened political and social tensions following the presidential elections in Brazil;

•our ability to keep costs low;

•risks associated with our lessors and aircraft and engine suppliers and maintenance providers, and our commercial relationship with them, including expected aircraft delivery schedules and availability of spare parts and the provision of maintenance services;

•existing and future governmental regulations;

•increases in maintenance costs, fuel costs and insurance premiums, especially in light of the Russia-Ukraine conflict, rising tensions between the United States and Venezuela, the United States and Cuba, and the escalation of conflicts in the Middle East, including among the United States, Israel and Iran;

Azul S.A.	11

•our ability to maintain landing rights in the airports where we operate;

•air travel substitutes;

•labor disputes, employee strikes and other labor-related disruptions, including in connection with negotiations with unions;

•our ability to attract and retain qualified personnel;

•our aircraft utilization rate;

•defects or mechanical problems with our aircraft, as well as availability of spare parts and maintenance services;

•our ability to successfully implement our growth strategy, including our expected fleet growth, passenger growth, our capital expenditure plans, our future joint venture and partnership plans, our ability to enter new airports (including certain international airports), that match our operating criteria;

•management’s expectations and estimates concerning our future financial performance and our financing, plans and programs, as well as our plans for refinancing or amending our financial obligations;

•our reliance on third parties, including changes in the availability or increased cost of air transport infrastructure and airport facilities;

•risks associated with cybersecurity incidents and privacy, including potential disruptions to our information technology systems, and information security breaches;

•impact of global climate change and legal, regulatory or market response to such change;

•increasing attention to, and evolving expectations regarding ESG matters; and

•other factors or trends affecting our financial condition or results of operations, including those factors identified or discussed as set forth under “Item 3.D. Risk Factors.”

The words “believe,” “understand,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “seek,” “intend,” “expect,” “should,” “could,” “forecast” and similar words are intended to identify forward-looking statements. You should not place undue reliance on such statements, which speak only as of the date they were made. We do not undertake any obligation to update publicly or to revise any forward-looking statements after we file this annual report because of new information, future events or other factors. Our independent auditors have neither examined nor compiled the forward-looking statements and, accordingly, do not provide any assurance with respect to such statements. In light of the risks and uncertainties described above, the future events and circumstances discussed in this annual report might not occur and are not guarantees of future performance. Because of these uncertainties, you should not make any investment decision based upon these estimates and forward-looking statements.

12	Azul S.A.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A.[Reserved]

B.Capitalization and Indebtedness

Not applicable.

C.Reasons for the Offer and Use of Proceeds

Not applicable.

D.Risk Factors

The risks described below are those we consider material to our business and to investments in our securities. In general, investing in securities of issuers in emerging markets countries such as Brazil involves risks that are different from the risks associated with investing in securities of U.S. companies and companies located in other countries with more developed capital markets. You should carefully evaluate the risks described below. We believe we could be materially adversely affected by any of these risks. Other risks that we currently deem immaterial or that are currently not known to us may also adversely affect us.

To the extent that information relates to or is derived from sources related to the Brazilian government, Brazilian macroeconomic data, industry data, or other third parties, the following information has been extracted from official publications of the Brazilian government or other reliable third-party sources and has not been independently verified by us.

Risks Relating to the Voluntary Reorganization

The Voluntary Reorganization is based in large part upon assumptions and analyses developed by us, which may be incorrect.

The Voluntary Reorganization affected our capital structure and the ownership, structure and operation of the business. See “Item 4. Information on the Company—Business Overview—Voluntary Reorganization.” The outcome of the Voluntary Reorganization reflects assumptions and analyses based on our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we considered appropriate under the circumstances. Whether actual future results and developments will be consistent with our expectations and assumptions depends on a number of factors, including but not limited to: (i) the factors described throughout these risk factors, (ii) our ability to obtain adequate liquidity and access financing sources, (iii) our ability to maintain customers’ confidence in the viability of our business, (iv) our ability to retain key employees and (v) the overall strength and stability of general macroeconomic conditions, including factors that impact fuel prices such as geopolitical tensions and conflicts, as described in these risk factors.

Our actual financial results may vary significantly from the financial projections relied upon in the Voluntary Reorganization.

Azul S.A.	13

The Voluntary Reorganization relied upon financial projections that are necessarily speculative, and it is possible that one or more of the assumptions and estimates that are the basis of these financial forecasts will not result as expected. In our case, the forecasts may be even more speculative than normal because of the many uncertainties we face relating to, among others, macroeconomic conditions. Accordingly, our actual financial condition and results of operations could differ, perhaps materially, from what we have anticipated. Such financial projections were not audited or reviewed by our independent auditors and should not be relied upon. Consequently, the results or developments contemplated by the Voluntary Reorganization may not occur or, even if they do occur, they may not have the anticipated effects on us or our business or operations. The failure of any such results or developments to materialize as anticipated could materially and adversely affect us.

Our historical financial information may not be indicative of our future financial performance.

Our capital structure was significantly altered under the Voluntary Reorganization, with existing shareholders being substantially diluted, and certain of our then-current creditors acquiring significant share ownership. See “Item 4. Information on the Company—Business Overview—Voluntary Reorganization.” We expect that our financial condition and results of operations following our emergence from the Chapter 11 Cases will not be comparable to the financial condition and results of operations reflected in our historical financial statements.

In connection with our emergence from Chapter 11 Cases, it is also possible that additional restructuring and related charges may be identified and recorded in future periods. Any such charges could be material to our financial condition, results of operations, liquidity and cash flows and could have a material impact on our results of operations.

“Fresh-start” accounting was not applied upon emergence from the Chapter 11 Cases and the Voluntary Reorganization because we report under IFRS, which may limit comparability and may cause our post-emergence financial statements to differ from what investors may expect for a reorganized company.

Following our emergence from the Chapter 11 Cases and the consummation of the Voluntary Reorganization, our financial statements have been prepared in accordance with IFRS as issued by the IASB. IFRS does not provide for, and generally does not permit, “fresh-start” accounting of the type applied by certain companies reporting under U.S. GAAP in connection with an emergence from bankruptcy (which can involve remeasuring assets and liabilities to reorganization value and resetting opening equity balances). As a result, we have not “reset” our balance sheet to the reorganization value implied by the Plan or otherwise presented our post-emergence financial statements on a fresh-start basis.

Accordingly, our post-emergence financial statements may not be comparable to (i) the financial statements of other companies that emerged from bankruptcy and applied fresh-start accounting under U.S. GAAP or (ii) financial information that may be presented by other reorganized companies on a “successor” basis. This could make period-to-period comparisons (including comparisons to peers) less meaningful for investors and could affect how investors evaluate our financial condition and results of operations following emergence.

We may not be able to achieve our stated goals.

Following the Voluntary Reorganization, we will continue to face a number of risks, including challenging macroeconomic conditions, geopolitical circumstances or otherwise. Accordingly, the Voluntary Reorganization may not achieve our stated goals and may not permit us to effectively implement our strategy. Furthermore, even though our levels of indebtedness have been reduced through the Voluntary Reorganization, we may need to raise additional funds through public or private debt or equity financing or other various means to fund the group’s business after the completion of the Chapter 11 Cases. Our access to additional financing for the foreseeable future will likely continue to be limited, if it is available at all. Therefore, adequate funds may not be available when needed or may not be available on favorable terms

We may be subject to claims that will not be discharged in the Voluntary Reorganization or that must be repaid in full under the Plan, which could have a material adverse effect on our financial condition and results of operations.

14	Azul S.A.

The Bankruptcy Code provides that the confirmation of a Chapter 11 plan of reorganization discharges a debtor from substantially all debts arising prior to confirmation. With few exceptions, all claims that arose prior to confirmation of the Plan: (i) would be subject to compromise and/or treatment under the Plan and (ii) would be discharged in accordance with the Bankruptcy Code and the terms of the Plan. Any claims not ultimately discharged through the Voluntary Reorganization or that are not impaired could be asserted against us and may have an adverse effect on our business and financial condition and results of operations on a post-reorganization basis.

The Voluntary Reorganization may adversely affect our ability to maintain important relationships with creditors, customers, suppliers, employees, financing sources and other personnel and counterparties, which could materially and adversely affect us.

The Voluntary Reorganization may adversely affect our commercial relationships and our ability to negotiate favorable terms with important stakeholders and counterparties, including potential sources of financing. Further, public perception of our continued viability may also adversely affect our relationships with customers and their loyalty to us. Strains in any of these relationships could materially and adversely affect us. In particular, critical suppliers, credit and debit card processors and acquirers, banks, export credit agencies, providers of letters of credit, surety bonds or similar instruments, vendors, lessors and customers may determine not to do business with us due to the Voluntary Reorganization.

The Voluntary Reorganization has consumed a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations, and we may face increased levels of employee attrition.

Our management has spent a significant amount of time and effort focusing on the Voluntary Reorganization. This diversion of attention may have a material adverse effect on the conduct of our business, and, as a result, on our financial condition and results of operations. During the Voluntary Reorganization, our employees faced considerable distraction and uncertainty and we have experienced, and may continue to experience, increased levels of employee attrition. A loss of key personnel or material erosion of employee morale could have a materially adverse effect on our ability to meet customer expectations, thereby adversely affecting our business and results of operations. The failure to retain or attract members of our management team and other key personnel could impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations. Likewise, we could experience losses of suppliers and other business partners, who may be concerned about our ongoing long-term viability.

Upon emergence from bankruptcy and the adoption of new governance arrangements, including the creation of the Strategy Committee, our corporate governance structure and decision-making processes changed significantly, which may affect our future strategy and operations.

Upon our emergence from bankruptcy, our corporate governance structure and decision-making processes changed significantly. As part of the governance arrangements adopted in connection with the Voluntary Reorganization, our bylaws established an autonomous and independent statutory Strategy Committee with defined authority over key strategic matters (the “Strategy Committee”).

Our new governance structure introduces a different allocation of authority among our shareholders, board of directors, and the Strategy Committee. While there has been an orderly transition process as we integrate newly appointed directors and Strategy Committee members, these governance changes may result in shifts in perspectives on strategic priorities, capital allocation, growth initiatives, risk tolerance, and other matters that are critical to our business. In particular, the Strategy Committee has exclusive authority to approve, among other matters, our annual operating and capital budgets, business plans, certain indebtedness and capital expenditures, aircraft acquisitions and leases above specified thresholds, strategic partnerships, and other significant transactions, and plays a central role in the nomination of directors and executive officers.

Azul S.A.	15

As a result of these changes, decisions affecting our strategy and operations may be made through processes and by bodies that differ materially from those in place prior to our emergence from bankruptcy. Our future strategy, policies, and plans may therefore differ materially from those pursued in the past, and there can be no assurance that the decisions made under this new governance framework will be successful or aligned with the expectations of all stakeholders. See “Item 6.A. Directors and Senior Management—Strategy Committee.”

Risks Relating to Brazil

The Brazilian government has exercised, and continues to exercise significant influence over the national economy, which, combined with Brazil’s political and economic conditions, could adversely affect our operations and the price of our common shares, including in the form of ADSs.

The Brazilian government regularly exerts significant influence over the country’s economy and occasionally makes significant changes in monetary, credit, fiscal, and other policies and regulations. In its efforts to control inflation and address other economic challenges, the Brazilian government has often resorted to measures such as changes in monetary and tax policies, price controls, foreign exchange rate controls, currency devaluations, capital controls and important restrictions, among other measures. We have no control over, nor can we predict, the actions or policies the Brazilian government may adopt in the future. We and the market price of our securities may be adversely affected by changes in Brazilian government policies, as well as broader economic factors, including, but not limited to:

•growth or downturn of the Brazilian economy;

•interest rates and monetary policies;

•exchange rates and currency fluctuations;

•inflation;

•liquidity of the domestic capital and lending markets;

•import and export controls;

•exchange controls and restrictions on remittances abroad and dividend payments;

•changes to laws, regulations, and policies based on political, social and economic interests;

•fiscal policy and changes in tax laws, including related interpretations by tax authorities;

•economic, political and social instability, including general strikes and mass demonstrations;

•increases in unemployment;

•labor and social security regulations;

•changes in environmental, health and safety laws and regulations;

•energy and water shortages and rationing;

•public health issues, including epidemics and pandemics, such as the COVID-19 pandemic;

•intervention by the Brazilian government in the modification of or rescission, of existing concessions;

•Brazilian government control over, or influence on, certain oil producing and refining companies; and

•other political, social and economic developments in or affecting Brazil.

16	Azul S.A.

From 2014 to 2016, Brazil experienced a recession, and from 2017 to 2019, its economy grew slowly. Brazil’s Gross Domestic Product (“GDP”) grew by 1.1% in 2019, but as a result of the COVID-19 pandemic and its economic impact, it declined by 4.1% in 2020, and then rebounded with a 4.6% in 2021, surpassing the losses caused by the effects of the COVID-19 pandemic in 2020. GDP grew by 3.2% in 2023, 3.4% in 2024 and 2.5% in 2025, according to IBGE. The trade war initiated by the United States in the beginning of 2025 against great part of the world, including Brazil, together with heightened geopolitical tensions involving the United States and Venezuela in early 2026, has created uncertainty, which might lead to a contraction in the global economy and affect negatively Brazil’s GDP for the next few years. We cannot predict the impacts of this trade war in the global economy and in Brazil, but an eventual recession can negatively affect the Company.

Furthermore, the Brazilian government is under increasing pressures from the population to implement economic reforms. We cannot predict what measures the Brazilian government will take in response to growing macroeconomic pressures or otherwise.

Developments in Brazil’s political landscape may also impact us. Uncertainty regarding political developments and over whether the current government of President Luis Inácio Lula da Silva, or future Brazilian governments, will implement changes in policy or regulatory that might affect these or other factors in the future, military conflicts, the current turmoil in the global banking industry, other internal or external factors sustaining persistent inflation, among other factors – could affect economic performance and contribute to economic uncertainty in Brazil, which may have an adverse effect on us and our common shares, including in the form of ADSs. Recent economic and political instability in Brazil has negatively impacted public perception of the Brazilian economy, contributing to increased volatility in the Brazilian securities markets, which may also adversely affect us and the trading price of our common shares, including in the form of ADSs. We cannot predict what future policies will be adopted by current or future Brazilian governments, or whether these policies will have adverse consequences for the Brazilian economy or adversely affect us. See “—Economic uncertainty and political instability in Brazil may adversely affect us and the trading price of our common shares, including in the form of ADSs.”

Economic, health, political, and environmental crises, or any other kind of crisis that could impact the Brazilian economy, may affect the purchasing power of the Brazilian population, which may result in a decrease in demand for air travel and, consequently, affect our business.

Economic, health, political, and environmental crises, or any other type of crisis that could impact the Brazilian economy, may affect the purchasing power of the Brazilian population, which may result in a decrease in sales of our products and services. Between 2014 and 2016, for example, when Brazil faced one of the worst recessions in its history, the country's GDP declined by 3.5% in 2015 and 3.3% in 2016. However, for the year ended December 31, 2025, due to the sustainable competitive advantages of our business model, Azul achieved a record operating revenue of R$21.6 billion, representing an increase of 10.8% compared to the year ended December 31, 2024. This clearly demonstrates the strength of our business model.

Economic uncertainty and political instability in Brazil may adversely affect us and the trading price of our common shares, including in the form of ADSs.

Brazil has experienced economic instability due to various political and economic events in recent years, with the slowdown in GDP growth and impacts on supply factors, including levels of investment and the use of technology in production, and demand factors, including employment rates and income levels. Consequently, uncertainty about whether the Brazilian government will be able to approve the economic reforms needed to address the deterioration of public accounts and the economy has led to a decline in market confidence in the Brazilian economy. Brazil’s economy remains subject to government policies and actions, which, if unsuccessful or not implemented, could affect the operations and financial performance of companies, including ours. Recent economic and political instability in Brazil has contributed to a decline in market confidence in the Brazilian economy and increasing uncertainty.

Azul S.A.	17

In recent years, the Brazilian political scenario has experienced intense instability, mainly due to the unfolding of a corruption scheme involving several politicians, including high-ranking members of the government. This led to the impeachment of a Brazilian President and lawsuits filed against her successor and team. Various investigations into allegations of money laundering and corruption, conducted by the Office of the Brazilian Federal Prosecutor, have had a negative impact on the country’s economy, political environment, and capital markets, and damaged the image and reputation of the companies involved. The largest of these investigations was known as Lava Jato. Members of the Brazilian government, as well as senior officers of large state-owned companies, have faced allegations or convictions of political corruption and money laundering or entered into plea bargains or leniency agreements. Although the task force in connection with Lava Jato was wound up in February 2021, we cannot assure that new investigations will not be launched or that additional persons will not become subject to investigation.

We have no control over, and cannot predict, whether such investigations, allegations, convictions, plea bargains, and agreements will lead to further political and economic instability or whether new allegations, convictions, plea bargaining, or agreements against or with government officials, officers and/or companies will arise in the future. In addition, we cannot predict the outcome of any such allegations, convictions, plea bargains and agreements, nor their effect on the Brazilian economy.

Political demonstrations in Brazil in recent years, including following the 2022 presidential election, have also affected the development of the Brazilian economy and investors’ perceptions of Brazil. Any difficulty of the federal government on reaching the majority of the seats in the congress may result on an impasse, political agitation and massive demonstrations and/or strikes that may adversely affect our operations. Uncertainties regarding monetary and fiscal policies, as well as applicable legislation, may contribute to economic instability and increase the volatility in the Brazilian securities market.

We cannot assure you that the unfolding of these events will not lead to additional adverse impacts on Brazil's political and economic situation. Furthermore, we cannot assure you that other current or future political events, including new allegations against former or current government officials, may not come to cause even more instability in the Brazilian economy, in capital markets, or in the listing of our shares.

Moreover, the policies President Luiz Inácio Lula da Silva may adopt or alter may have material adverse effects on the macroeconomic environment in Brazil, as well as on businesses operating in Brazil, including ours. See “—We cannot predict which policies the President of Brazil may adopt or change during the remainder of his mandate, or the effect that any such policies may have on our business and on the Brazilian economy, and political uncertainty may increase as we approach the next presidential elections in October 2026.”

Any of the above factors may create additional political uncertainty, which could have a material adverse effect on the Brazilian economy and, consequently, on us and the trading price of our common shares, including in the form of ADSs.

We cannot predict which policies the President of Brazil may adopt or change during the remainder of his mandate, or the effect that any such policies may have on our business and on the Brazilian economy, and political uncertainty may increase as we approach the next presidential elections in October 2026.

Luiz Inácio Lula da Silva was elected president in October 2022 for a four-year term that began in January 2023. Uncertainties regarding the implementation of policies by the new government, especially considering that the majority of the members elected to the congress are from opposition parties to the elected president, changes in monetary and fiscal policies, as well as the political climate after the elections and may contribute to an economic instability and increase the volatility of the Brazilian securities market.

The president of Brazil has the power to determine monetary and fiscal policies and to issue government measures related to the conduction of the Brazilian economy, which can consequently affect the operations and financial performance of companies, including the performance of the Company. We cannot predict which policies will be maintained, which may be adopted or changed during the term, or the effect such policies may have on our business and on the Brazilian economy. Furthermore, the uncertainty as to whether the current Brazilian government will implement policy or regulatory changes in the future may contribute to economic uncertainty in Brazil and to increased volatility of securities issued abroad by Brazilian companies.

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Brazil will hold its next presidential election in October 2026, an event that has historically been associated with heightened political and economic uncertainty. Electoral periods in Brazil often lead to increased volatility in financial markets, shifts in economic policy and changes in regulatory priorities, which may adversely affect macroeconomic conditions and investor confidence. Any resulting instability could negatively impact consumer spending, credit availability and overall business activity in the country and, as a result, may affect our financial condition, results of operations and the trading price of our common shares, including in the form of ADSs.

In addition, any new policies or changes to current policies, as well as any specific legislation applicable to our business under the administration beginning on January 1, 2027, may have a material adverse effect on us or on the trading price of our common shares, including in the form of ADRs.

Exchange rate instability may have adverse effects on the Brazilian economy, our business, and the trading price of our common shares, including in the form of ADSs.

The Brazilian currency has historically been volatile, experiencing frequent devaluations over the past three decades. Throughout this period, the Brazilian government has implemented various economic plans and used various exchange rate policies, including sudden devaluations, periodic mini-devaluations (with adjustments ranging from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system. While the long-term depreciation of the real is generally linked to Brazil’s inflation rate, short-term depreciation has led to significant fluctuations in the exchange rate between the real, the U.S. dollar, and other currencies. In 2021, the real depreciated against the U.S. dollar and, as of December 31, 2021, the U.S. dollar selling rate reported by the Central Bank was R$5.58 per US$1.00. In 2022, the real appreciated against the U.S. dollar and, as of December 31, 2022, the U.S. dollar selling rate reported by the Central Bank was R$5.22 per US$1.00. In 2023, the real further appreciated against the U.S. dollar and, as of December 31, 2023, the U.S. dollar selling rate reported by the Central Bank was R$4.84 per US$1.00. In 2024, the real depreciated against the U.S., as of December 31, 2024, the U.S. dollar selling rate reported by the Central Bank was R$6.19 per US$1.00, and as of December 31, 2025, the U.S. dollar selling rate reported by the Central Bank was R$5.50 per US$1.00. There can be no assurance as to whether the real will appreciate or depreciate against the U.S. dollar or other currencies in the future.

A devaluation of the real relative to the U.S. dollar could create inflationary pressures in Brazil, which may prompt the Brazilian government to increase interest rates, among other measures. Depreciation of the real may also limit access to the international capital markets and decrease the U.S. dollar value of our results. Restrictive macroeconomic policies intended to address these issues could reduce the stability of the Brazilian economy and adversely affect our operations and profitability. In addition, domestic and international reactions to restrictive economic policies could have a negative impact on the Brazilian economy. These policies and any reactions to them may adversely affect us by curtailing access to foreign financial markets and leading to further government intervention. A devaluation of the real relative to the U.S. dollar, particularly amid an economic slowdown, may also reduce consumer spending, increase deflationary pressures, and hinder economic growth.

On the other hand, an appreciation of the real relative to the U.S. dollar and other foreign currencies could negatively impact Brazil’s foreign exchange current accounts. We, along with some of our suppliers, purchase goods and services from countries outside Brazil. Therefore, fluctuations in the value of the U.S. dollar against other currencies may affect the costs of goods and services that we purchase. Depending on the situation, either a devaluation or appreciation of the real relative to the U.S. dollar and other foreign currencies could restrict the growth of the Brazilian economy, and negatively affect our business, results of operations and profitability.

In recent periods, the Brazilian real has experienced significant depreciation against the U.S. dollar, accompanied by pronounced volatility in both magnitude and speed. This rapid depreciation may have an adverse effect on us, as the pace of these developments leaves limited time to adjust our fares and other revenue streams to offset rising costs.

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Most of our revenues are linked to the Brazilian real, and a significant portion of our operations – including fuel costs, certain aircraft lease agreements, flight-hour maintenance contracts, and aircraft insurance – are denominated in or linked to foreign currencies. In addition, we have, and may incur, substantial amounts of U.S. dollar-denominated lease or financial obligations, fuel costs linked to the U.S. dollar, and U.S. dollar-denominated indebtedness, or similar exposures to other foreign currencies. As of December 31, 2025, 2024 and 2023, 45.5%, 43.6% and 45.5% of our operating expenses, respectively, were denominated in or linked to, foreign currencies. These operating expenses are therefore subject to fluctuations in exchange rates and may result in us incurring substantial additional expenses as the Brazilian real depreciates, which may adversely affect us. Historically, we have been able to increase our fares and revenues to offset the impact from U.S. dollar appreciation on our expenses, but there is no assurance that we will continue to be able to do so.

Furthermore, largely due to the Russia-Ukraine conflict, Brent oil prices sharply increased from around US$75 per barrel at the end of 2021 to US$128 per barrel on March 8, 2022. As of December 31, 2025, 2024 and 2023, the Brent oil prices were US$60.85 per barrel, US$73.98 per barrel and US$77.04 per barrel, respectively. There was significant volatility in Brent oil prices during 2022 and, to a lesser extent in 2023 and 2024, with heightened volatility in 2025. There is no certainty that Brent oil prices will not rise in the future. In 2025, our U.S. dollar denominated operating expenses increased by 1.9 percentage points, compared to 2024, mainly due the need to hire aircraft under the ACMI agreement.

We are not always fully hedged against fluctuations of the real. Given the above factors, no assurance can be given that we will be able to protect ourselves against the effects of fluctuations in the real. Depreciation of the real could led to inflationary pressures in Brazil, higher interest rates, and negative impacts on the Brazilian economy, which could harm us, restrict access to financial markets and prompt government intervention, including the implementation of recessionary governmental policies. Additionally, depreciation of the real may reduce consumer spending and reduce the growth of the economy as a whole.

Any depreciation of the real against the U.S. dollar may adversely affect us, potentially leading to lower profit margins or to operating losses. These losses could result from increased U.S. dollar-denominated costs (including fuel costs), higher interest expenses, or exchange losses on unhedged fixed obligations and foreign currency-denominated debt.

Inflation and the Brazilian government’s measures to curb inflation have historically adversely affected the Brazilian economy and Brazilian capital markets. If inflation remains high in the future, it could adversely affect us and the trading price of our common shares, including in the form of ADSs.

Brazil has experienced periods of extremely high rates of inflation. Inflationary pressures, along with the Brazilian government’s efforts to control inflation, have caused significant negative effects on the Brazilian economy generally. These factors, combined with uncertainties regarding potential future governmental interventions, have contributed to economic instability and increased volatility in the Brazilian capital markets.

According to the National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo), or IPCA, Brazil’s inflation rates were 4.3%, 4.8% and 4.6% for the years 2025, 2024 and 2023, respectively. There is a risk that Brazil may experience high levels of inflation again in the future. Such inflationary pressures could prompt the Brazilian government to intervene in the economy, potentially introducing policies that may adversely affect us and the trading price of our common shares, including in the form of ADSs. In the past, the Brazilian government’s interventions included maintaining restrictive monetary policies with high interest rates that restricted access to credit, reduced economic growth, and led to volatility in interest rates.

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For example, the Monetary Policy Committee (Comitê de Política Monetária do Banco Central do Brasil), or COPOM, has frequently adjusted interest rates during periods of economic uncertainty to meet the targets of Brazil’s economy policy. The SELIC (Sistema Especial de Liquidação e Custódia), the Central Bank’s overnight rate, as established by the COPOM, increased from 10.00% at the beginning of 2014 to 14.25% in 2016. It was then reduced in subsequent years, bringing the SELIC rate down to 7.00% as of December 31, 2017, 6.50% as of December 31, 2018, 4.50% as of December 31, 2019 and 2.00% as of December 31, 2020. Starting in March 2021, inflationary pressures began to rise due to global supply chain disruptions, higher commodity prices, and domestic factors. To address these pressures and anchor inflation expectations, COPOM progressively raised the SELIC rate, which reached 9.25% by December 31, 2021. As of December 31, 2025, 2024, 2023 and 2022, the SELIC rate was 15.0%, 12.25%, 11.75% and 12.37% respectively.

Conversely, more lenient government and Central Bank policies, along with interest rate reductions, have contributed to rising inflation in the past. This may continue, triggering growth volatility and the need for sudden significant interest rate increases, which could negatively affect us and increase our indebtedness.

We cannot guarantee that we will be able to implement effective measures to offset inflation in our operations, which might lead in a decrease in our net income, adversely affecting us. Inflationary pressures could also negatively affect our capacity to access foreign financial markets.

Developments and the perceptions of risks in other countries, including in other emerging markets, the United States, and Europe, as well as developments relating to the Russia-Ukraine conflict, the conflict between Israel and militant groups in the Middle East (including Hamas), rising tensions between the United States and Venezuela, between the United States and Cuba, and the conflict among the United States, Israel and Iran, may adversely affect the Brazilian economy and the price of Brazilian securities, including the trading price of our common shares, including those in the form of ADSs.

The market for securities issued by Brazilian companies is influenced by economic and market conditions in Brazil and, to varying degrees, market conditions in other Latin American and emerging markets, as well as the United States, Europe and other countries. If global market conditions or economic environments deteriorate, Brazilian companies may face adverse impacts on their businesses. Weakness in the global economy in recent years has been characterized by factors such as lower levels of consumer and corporate confidence, decreased business investment, reduced consumer spending, higher unemployment, declining income and asset values, reduced global growth, bank failures, persistent inflation, currency volatility, and limited availability of credit and access to capital. Economic and market conditions in other countries, including the United States, European countries, and emerging markets, may affect credit availability and the volume of foreign investment in Brazil and other countries in which we do business, to varying degrees. For example, the turmoil caused by bank failures in the United States in March 2023 and the forced sale of Credit Suisse highlight the international financial risks we are exposed to. Developments or economic conditions in other emerging market countries have, at times, significantly affected the availability of credit to Brazilian companies, leading to substantial outflows of capital from Brazil and a decrease in foreign investment, which affected Brazil’s economic growth prospects. Any of these factors could have a material adverse effect on our results of operations and financial condition.

Furthermore, global developments relating to Russia’s invasion of Ukraine have (i) contributed to increases in the prices of energy, oil and other commodities, (ii) generated uncertainty in global capital markets, which led to increased price volatility in the United States and European stock markets, and (iii) reshaped international sanctions policies. Russian military actions and the subsequent sanctions could adversely affect the global economy and financial markets, potentially leading to instability and liquidity shortages in capital markets, particularly if sanctions persist for an extended period of time or if geopolitical tensions result into broader military operations on a global scale. In addition, the Russia-Ukraine conflict, along with the impact of sanctions on Russia and the possibility of retaliatory actions, could result in increased cyberattacks.

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In addition, the recent global tensions arising from the conflict between Israel and militant groups in the Middle East (including Hamas, Hezbollah and Houthis), as well as the conflict among the United States, Israel and Iran, have disrupted, and may continue to disrupt, the broader regional or global economic environment. In late February 2026, the United States and Israel launched significant military operations against Iran, and Iran responded with retaliatory missile and drone attacks on Israel, U.S. military assets and Gulf states, including the United Arab Emirates, Saudi Arabia, Qatar, Kuwait and Bahrain. This conflict has caused significant casualties in the region, disrupted commercial air travel, damaged critical infrastructure, effectively suspended shipping through the Strait of Hormuz and led to severe volatility in global oil and natural gas markets. The duration and ultimate scope of this conflict remain highly uncertain. A prolonged or expanding conflict could result in sustained disruptions to regional and global economic conditions, continued volatility in energy markets and further deterioration of commercial and financial activity across the Middle East and globally. While we do not operate in the Middle East, the effects on our business, as well as the duration and severity of these effects on the global economy (including global supply chain disruptions, inflation, rising interest rates, and the imposition of sanctions) are inherently unpredictable.

Political risks persist, primarily from the ongoing war in Ukraine, the conflict among Israel and militant groups in the Middle East, medium-term relationship between the United States and China, uncertainty over government instabilities in Europe, and other regional geopolitical risks, as well as trends such as increasing economic protectionism, onshoring and nearshoring. Additionally, with Donald J. Trump assuming the U.S. presidency again in 2025, shifts occurred in U.S. economic, trade and fiscal policies and foreign relations which further influenced global and regional economies and market dynamics.

Since the first quarter of 2025, the U.S. government has announced and implemented additional tariffs on a broad range of imports, from numerous countries, including Brazil, and expanded the use of trade remedies and enhanced customs enforcement. Other jurisdictions have responded with reciprocal tariffs and trade restrictions, and additional measures may be imposed in the future. These developments and additional changes in U.S. or international trade policies, including evolving export controls, sanctions and other trade-related policies, along with continued uncertainty surrounding such policies, could lead to further weakened business conditions for the airline industry, which may adversely impact our operations through increased supply chain challenges, commodity price volatility and a decline in discretionary spending and consumer confidence, among others. Any of the foregoing could harm our business, results of operations and financial condition, and we cannot anticipate all of the ways in which such conditions could adversely affect our business, results of operations and financial condition.

Concerns about the potential for armed conflict are relevant to the evolving security situation in and around Venezuela and across Latin America. During the past months, the United States has increased political and military pressure on the leadership of that country, including by stationing naval resources on its maritime borders and publicly declaring that the airspace above Venezuela should be considered closed. On January 3, 2026, the United States conducted a joint U.S. Justice Department and military operation to apprehend and arrest Nicolás Maduro and his wife and bring them to trial in New York, which included airstrikes against certain targets in Venezuela, and President Donald Trump has indicated that the U.S. will oversee a transition of the Venezuelan government. It is difficult to predict the development of the security, political and economic situation in Venezuela and the region, and further developments, including the escalation of military conflict and the potential for civil and social unrest, could adversely impact our business.

The materialization of these risks may affect global economic growth, increase volatility in the Brazilian economy and reduce investor interest in assets from Brazil and other countries in which we do business. Any of the foregoing factors may materially adversely affect the trading price of our common shares, including in the form of ADSs, making it more difficult for us to access capital markets and, as a result, to finance our operations in the future. While it is difficult to predict how these global events will unfold, their potential impact on Brazilian capital markets and our business operations remains a significant risk.

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Any further downgrading of Brazil’s credit rating could adversely affect the trading price of our common shares, including in the form of ADSs.

Brazil’s sovereign credit rating is currently rated below investment grade by the three main credit rating agencies. Consequently, the prices of securities issued by Brazilian companies have been adversely impacted. A new Brazilian recession, continued political uncertainty, or other factors could lead to further ratings downgrades.

We can be adversely affected by investors’ perceptions of risks related to Brazil’s sovereign debt credit rating. Rating agencies regularly evaluate Brazil’s sovereign ratings based on a number of factors, including macroeconomic trends, fiscal and budgetary conditions, indebtedness levels, and potential changes to these factors. Brazil lost its investment grade sovereign debt credit rating by the three main U.S. based credit rating agencies, Standard & Poor’s, Moody’s and Fitch in 2015. Standard & Poor’s reaffirmed Brazil’s sovereign credit rating at BB- with a stable outlook in November 2021. On April 12, 2022, Moody’s reaffirmed Brazil’s Ba2 rating with a stable outlook. On June 14, 2022, Standard & Poor’s reaffirmed Brazil’s sovereign credit rating at BB- with a stable outlook. On July 14, 2022, Fitch reaffirmed Brazil’s sovereign credit rating at BB- and upgraded its outlook to stable, which it reaffirmed on December 20, 2022. On December 15, 2023, Fitch upgraded Brazil’s sovereign rating to BB with a stable outlook. On December 19, 2023, Standard & Poor’s upgraded Brazil’s sovereign rating to BB with a stable outlook, where it has remained since then. As of the date of the filing of this form, Brazil’s sovereign debt credit rating were BB with a stable outlook, Ba1 with a stable outlook and BB with a positive outlook by Standard & Poor’s, Moody’s and Fitch, respectively.

Any future downgrades of Brazil’s sovereign credit ratings could increase investor perceptions of risk, which may adversely affect the trading price of our common shares, including in the form of ADSs.

Variations in interest rates may have adverse effects on us.

We are exposed to the risk of interest rate variations, primarily in relation to (i) the Secured Overnight Financing Rate, or SOFR, and (ii) the Interbank Deposit Rate, or CDI Rate. For the years ended December 31, 2025, 2024 and 2023, (i) the annual average SOFR index was 4.24%, 4.99% and 5.01%, respectively, and (ii) the average CDI Rate index was 14.32%, 10.08% and 13.04%, respectively.

If market interest rates continue rising, our variable-rate indebtedness and other obligations will result in higher debt service and payment requirements. This could adversely affect our cash flow, our ability to comply with covenants, and our obligations under our existing indebtedness and leases. Additionally, we may not be able to adjust the prices we charge to offset increased payments. Although we may enter into agreements to limit exposure to higher market interest rates, these agreements may not provide complete protection from this risk.

Significant increases in consumption, inflation or other macroeconomic pressures could lead to further increases in interest rates. For example, stock prices on the B3 S.A. – Brasil, Bolsa, Balcão, or the B3, are highly sensitive to variations in U.S. interest rates and by the performance of major U.S. national securities exchanges. An increase in interest rates in other countries, especially the United States, could reduce overall liquidity and investor interest in Brazilian capital markets.

In addition, while tight monetary policies in Brazil with high interest rates may restrict Brazil’s growth and the availability of credit, more lenient government and Central Bank policies and interest rate reductions could lead to higher inflation, increased economic volatility, and the need for sudden and significant interest rate increases. These developments could adversely affect our business.

See “Item 5. Operating and Financial Review and Prospect—Operating Results—Principal Factors Affecting Our Financial Condition and Results of Operations—Effects of Exchange Rates, Interest Rates and Inflation” for further information regarding our exposure to the risk of interest rate variations.

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Deficiencies in Brazilian infrastructure, particularly in airports and ports, may adversely affect us.

We offer products and services that depend on the performance and reliability of the infrastructure in Brazil and abroad. Historically, public investment in the construction and development of airports, ports, highways and railroads has been relatively low, which affects demand for domestic tourism and may also affect our ability to carry out our operations, limiting our expansion plans, causing delays, and increasing operational costs. For example, in 2007, Brazil faced a significant crisis in its air traffic control system, which negatively impacted air travel and the tourism industry as a whole. Insufficient public and/or private investment in the expansion of Brazilian infrastructure, particularly airports, ports and other travel hubs, could result in lower sales or growth rates than expected, which may adversely affect us and growth prospects. In particular, a lack of insufficient investment in the maintenance at our main hub in Campinas could impact the general activity and airport operations, which would adversely impact us.

The lack or insufficient investments in the maintenance of our main hub in Campinas may affect its activities and the operation of the airport, which would affect us negatively. In 2018, Aeroportos Brasil, which holds the concession for operating Viracopos airport from ANAC, filed for bankruptcy protection due to its failure to meet contractual obligations related to the construction of a new terminal. On February 14, 2020 creditors approved Aeroportos Brasil’s debt restructuring plan, which involves returning the concession for Viracopos airport to ANAC to initiate a re-bidding process for a new operator. On February 18, 2020, the court overseeing the debt restructuring approved the judicial recovery plan. On March 19, 2020, Aeroportos Brasil filed an application with ANAC for the rebidding of Viracopos airport, in accordance with the judicial recovery plan. On July 17, 2020, Brazil’s federal government enacted Decree No. 10.427/2020, authorizing the rebidding process for Viracopos airport. On June 14, 2022 CPPI Resolution 232 extended the deadline for completing the licensing process for Viracopos airport to July 16, 2024 and for the auction. On July 12, 2022 the CCPI Resolution 243 revoked the second article of the previous CPPI resolution, nonetheless, the deadline for completing the licensing process for Viracopos airport remained unchanged.

In April 2021, the Grupo de Consultores em Aeroportos, or GCA, a consortium of various private companies and a potential bidder in the auction, submitted a feasibility study to the Brazilian government for a new bidding process for the Viracopos airport concession. A public consultation on the feasibility study was held in October 2021. After ANAC approved the feasibility study on March 8, 2022, it was sent to the Federal Court of Accounts (Tribunal de Contas da União), or TCU. At the beginning of 2022, the process was suspended due to discussions between the concessionaire and ANAC regarding the indemnification for non-depreciated assets. However, on December 12, 2022, the minister of the Tribunal de Contas da União authorized the resumption of the process. In August 2023, however, Aeroportos Brasil formally requested to Brazil’s federal government that the rebidding process be ended, allowing the company to retain control of the terminal concession.

In December 2023, the Ministry of Ports and Airports asked the TCU for a consensual solution, with the subsequent cancellation of the re-bidding and the continuation of the concession as signaled by the operator of Viracopos (Aeroportos Brasil).

The request was accepted by the TCU presidency in March 2024. However, in October 2024 the consensual solution procedure was shelved by the court, given the impossibility of finding a consensus solution to resume the original concession. There was no agreement between the government and the airport operator regarding compensation and the amounts owed by the two parties.

Negotiations were then resumed for the re-bidding of Viracopos airport, with 2 June 2025 set as the deadline for the conclusion of the re-bidding process, with the contract only being extended in the cases provided for by law, such as the lack of interested parties in the re-bidding process.

As the agreement is not extended or the bidding is unsuccessful, the lack of maintenance of our main hub in Campinas might affect its activities and the operation of the airport, resulting in deficiencies in the provision of our services. These deficiencies and its outcomes may adversely affect our business.

See “Item 4.B. Business Overview—Airports and Other Facilities and Properties—Airports” and “Item 8.A. Consolidated Statements and Other Financial Information—Legal Proceedings.”

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Failure to adhere to the LGPD or other privacy laws enacted in Brazil and/or other jurisdictions may adversely affect our reputation, business, financial condition, or results.

We are subject to personal data protection legislation, including the Internet Civil Framework (Law No. 12,965/2014) and the General Data Protection Law (Lei Geral de Proteção de Dados, Law No. 13,709/2018), or the LGPD. The LGPD established a comprehensive framework of principles and obligations governing data protection across multiple economic sectors and contractual relationships, which framework is complemented by related regulations including those published by the National Data Protection Authority (Autoridade Nacional de Proteção de Dados), or the ANPD.

The LGPD came into effect on September 18, 2020, following the enactment of Provisional Measure 959/2020 by former President Jair Bolsonaro pursuant to Article 62, §12 of the Federal Constitution. Administrative sanctions under the LGPD have been enforceable since August 2021. The LGPD establishes a new legal framework for processing personal data, covering rights of data subjects, legal bases for processing of personal data, consent requirements, obligations for handling security incidents and leaks, regulations for domestic and international data transfers, and the authorization for the creation of the ANPD.

Since the LGPD sanctions took effect, non-compliance by us or by any of our subsidiaries may result in judicial actions initiated by data subjects, as provided for in the LGPD, or judicial or extrajudicial actions by consumer protection authorities. In addition, we and our subsidiaries could face sanctions, in an isolated or cumulative manner, or may, separately or cumulatively, be subject to (i) warnings with deadlines for the adoption of corrective measures, (ii) obligations to disclose incidents, (iii) partial suspension of database operations for up to six months, renewable for an equal period, until compliance is achieve (in cases of recurrence); (iv) partial suspension of data processing activities for up to six months, renewable for an equal period, until compliance is achieved (in cases of recurrence); (v) temporary blocking or deletion of personal data; (vi) partial or total prohibition of data processing activities; and (vii) a fine of up to 2% of our revenue in Brazil for the previous fiscal year, excluding taxes, capped at R$50,000,000 per infraction. We may also be held liable for material, moral, individual or collective damages resulting from our non-compliance with the obligations established by the LGPD.

Failures in the protection of the personal data processed by us, or failure to comply with applicable legislation, could result in significant fines, disclosure of the incident to the market, the obligation to delete the personal data from the relevant database, suspension of access to our databases, and prohibition of data processing activities related to the compromised data. These outcomes could adversely affect our reputation, business, financial condition or results. Accordingly, any inability to safeguard personal data or to implement appropriate data protection measures in accordance with applicable legislation may subject us to additional costs. These costs could include fines, indemnities, remedial measures, loss of business, and civil penalties, all of which may adversely affect our reputation and results.

See “Item 4.B. Business Overview—Data Protection.”

Risks Relating to our Business and the Brazilian Civil Aviation Industry

Substantial fluctuations in fuel costs or the unavailability of fuel, which we primarily source from a single supplier, could have an adverse effect on us.

Historically, international and local fuel prices have experienced significant fluctuations driven by geopolitical issues and supply-demand dynamics. Fuel expenses represent a significant portion of our total operating expenses, accounting for 33.0% for the year ended December 31, 2025, 34.6% for the year ended December 31, 2024 and 34.9% for the year ended December 31, 2023. Fuel availability is also subject to market conditions, including periods of surplus and shortage, influenced by demand for heating oil and gasoline. Geopolitical events, such as prolonged instability in the Middle East or disruptions in production by major oil producers, could lead to substantial price increases and/or make it challenging to secure adequate fuel supplies, which may adversely affect us. Natural disasters or other unexpected large-scale disruptions in regions that normally consume significant amounts of alternative energy sources could have comparable effects.

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As Russia is one of the world’s largest oil exporters, global developments stemming from Russia’s invasion of Ukraine in February 2022 and the resulting export restrictions, have caused aircraft fuel shortages, particularly due to targeted sanctions and export control measures imposed by the United States and other governments. Furthermore, ongoing conflicts between Israel and militant groups in the Middle East (including Hamas), together with heightened geopolitical tensions involving the United States and Venezuela in the beginning of 2026, as well as conflicts among the United States, Israel and Iran in early 2026 have contributed to increased volatility in oil prices. This volatility has been, and could continue to be, exacerbated by disruptions to key maritime trade routes in the region. For example, since late February 2026, shipping through the Strait of Hormuz has been effectively suspended, and led to supply shortages and severe volatility in global oil and natural gas markets. The duration and ultimate scope of these conflicts and their impact on oil prices remains highly uncertain. There is no guarantee that oil supply shortages and disruptions will not become more severe. The continued impact of sanctions, export control measures, trade disruptions, and potential retaliatory measures by governments also remains uncertain. Shortages in the availability, or an increase in demand, of crude oil and its derivatives and aircraft fuel in particular, have led – and could continue to lead – to higher fuel prices.

We cannot predict the price and future availability of fuel with any degree of certainty, and significant increases in fuel prices could harm our business.

Our fuel purchases are sourced from distributors in Brazil. In 2025, from the majority of our fuel – approximately 61% - was supplied by Raízen Combustíveis Ltda, with additional fuel provided by Air BP Brasil Ltda, Vibra Energia and others. Fuel supply contracts can be terminated for many reasons, including non-compliance with some contractual obligations, non-payment of invoices, or the occurrence of judicial or extrajudicial liquidation. Distributors may also face challenges in guaranteeing supply, such as difficulties with fuel importation or distribution. If we were unable to obtain fuel on similar terms from alternative suppliers, our business could be adversely affected.

We have significant levels of indebtedness and other financial obligations and insufficient liquidity could materially adversely affect our financial condition and business.

We have a significant amount of indebtedness and other financial obligations, including aircraft lease agreements, debt financings, and other material cash obligations. See “Item 5. Operations and Financial Review and Prospects—Loans and Financings” for further information on our loans and financings. In addition, we have substantial capital expenditure commitments, including obligations related to future aircraft financings. Historically, our operating cash flows and available capital were generally sufficient to meet our financial obligations and commitments. However, extraordinary market conditions and other factors affecting the airline industry adversely affected our liquidity, capital structure including the impacts of the COVID-19 Pandemic, significant changes in foreign exchange rates, global inflation, OEM disruptions, the effects of customer litigation, and the temporary closure of Porto Alegre airport, one of our strategic airports, due to severe flooding. These and other factors ultimately led us to implement the Voluntary Reorganization described further under “Item 4.B. Business Overview—Voluntary Reorganization.” Following our emergence from the Chapter 11 Cases and the completion of transactions negotiated in connection with our Voluntary Reorganization to address our capital structure and liquidity needs, our liquidity remains subject to, and may continue to be adversely affected by, the risks outlined in this annual report. See “—We, as the airline industry as a whole, are particularly sensitive to changes in economic conditions, and prolonged negative economic conditions that would likely continue to adversely affect our business and limit our ability to secure financing on favorable terms”.

If our liquidity is significantly reduced and we are unable to raise funding as and when required, we may not be able to meet our lease and debt obligations or comply with the operating and financial covenants under our financing and other agreements. See “—The affirmative and negative covenants in our financing agreements impose significant operating and financial restrictions on us, which limits our flexibility to respond to changing business and economic conditions, to complete certain transactions and to take advantage of business opportunities. Failure to comply with the terms of our debt and other obligations may result in the acceleration of debt and enforcement action being taken against collateral.” In addition, the covenants and restrictions contained in our debt securities, loans, aircraft leases and aircraft debt financing agreements may limit our access to new credit facilities to support our investment plans or maintain sufficient cash reserves. This could adversely affect our business and results of operations.

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Our substantial level of indebtedness, non-investment grade credit rating, as well as market conditions and the availability of unencumbered assets to serve as collateral for any additional financings, may hinder our ability to raise additional capital on acceptable terms, or at all, if needed to meet liquidity requirements. Our ability to raise additional capital to meet our liquidity needs on acceptable terms or at all may be further challenged by the effects that exchange rate volatility, high inflation, supply chain issues, natural disasters, geopolitical events and tensions and other factors influencing the global economy generally and on us and the air transportation industry specifically, may make it difficult for us to raise additional capital if needed to meet our liquidity needs on acceptable terms, or at all.

Despite our efforts to address our liquidity and capital structure challenges, including the Voluntary Reorganization, we cannot assure that we will not require further restructuring of our indebtedness and our Fleet and other obligations. If we are required to seek additional short-term liquidity or long-term financing, or to pursue refinancing and/or liability management transactions or further restructurings of our indebtedness and obligations, there is no assurance that such financing or other transactions will be available or, if available, that its terms will be acceptable.

The affirmative and negative covenants in our financing agreements impose significant operating and financial restrictions on us, which limits our flexibility to respond to changing business and economic conditions, to complete certain transactions and to take advantage of business opportunities. Failure to comply with the terms of our debt and other obligations may result in the acceleration of debt and enforcement action being taken against collateral.

Our debt securities, loans, aircraft leases, and aircraft debt financing, contain certain affirmative and negative covenants and other restrictions, which vary depending on the terms of each financing and which are subject to certain limitations and exceptions. Such covenants include, among other provisions (i) restrictions on the incurrence of debt and other obligations, the granting of liens, the making of restricted payments and investments, entering into certain business activities, entering into mergers, consolidations or certain other transactions and the disposal of assets (including the disposal of collateral securing financings), (ii) obligations to deliver financial statements and certain certificates, including relating to compliance with financial covenants and restrictions, and (iii) obligations to redeem or offer to repurchase the relevant debt in certain circumstances, and to provide and perfect additional collateral in certain circumstances. See “Item 5. Operations and Financial Review and Prospects—Loans and Financings” for further information on these covenants and restrictions.

In particular, the terms of the Exit Notes and our other debt instruments impose incurrence-based restrictions on our ability to incur additional indebtedness, grant liens on collateral securing the Exit Notes, make restricted payments and investments, and engage in certain transactions. Although the indenture governing the Exit Notes include a number of fixed dollar- and ratio-based baskets that permit the incurrence of additional debt (including first lien, junior lien and unsecured debt subject to specified leverage ratio thresholds) and allow certain restricted payments and investments subject to leverage and other conditions, these limitations may restrict our ability to raise additional financing for working capital, capital expenditures, strategic investments or acquisitions, restrict our ability to respond to changing business or economic conditions, and restrict our ability to take advantages of other corporate opportunities . In addition, while certain transactions may be permitted under the terms of the Exit Notes, they may require satisfaction of specified financial tests, compliance with other covenants and procedural requirements, which could limit our financial flexibility or delay the execution of such transactions.

Limitations such as these may prevent or delay, or result in additional costs from, the implementation of certain business or operational transactions or actions that we would be permitted to undertake but for the terms of such debt. As a result, we are subject to significant limits on our flexibility to respond to changing business and economic conditions, to complete certain transactions and to take advantage of business opportunities.

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Our ability to comply with the covenants and restrictions to which we are subject may also be affected by events beyond our control, including changes in economic, financial and industry-related conditions, and we cannot assure you that we will be able to comply with such provisions. See “—We, as the airline industry as a whole, are particularly sensitive to changes in economic conditions, and prolonged negative economic conditions that would likely continue to adversely affect our business and limit our ability to secure financing on favorable terms.” Failure to comply with any of the covenants, restrictions or payment obligations under our debt securities, loans, aircraft leases, and aircraft debt financing could trigger an event of default under these agreements, as well as under other agreements due to cross-default provisions. If we were unable to comply with the covenants and restrictions to which we are subject, we need to seek waivers from our creditors, such as waivers that we obtained on a number of occasions in the recent years from local and international financing sources relating to financial covenants such as debt service coverage ratio and our net debt to EBITDA ratio.

As of the date hereof we are in compliance with the covenants outlined in our long-term indebtedness agreements. However, we cannot assure you that we will continue to comply with these covenants or that we will be successful in obtaining or renewing any necessary waivers.

We, as the airline industry as a whole, are particularly sensitive to changes in economic conditions, and prolonged negative economic conditions that would likely continue to adversely affect our business and limit our ability to secure financing on favorable terms.

Our operations, and the airline industry as a whole, are particularly sensitive to changes in economic conditions. Adverse economic conditions such as high unemployment rates, restricted credit markets, low or negative GDP growth, unfavorable exchange rates, increased business operating expenses, reduced consumer confidence and purchasing power can lead to decreased spending on both leisure and business travel. For many consumers, leisure travel is a discretionary expense, and short-haul travelers, in particular, may opt for surface travel as an alternative to air travel. The COVID-19 pandemic further exacerbated these trends, with businesses and other travelers increasingly substituting air travel with virtual communication tools such as videoconferencing and business communication platforms. There is no guarantee that business travel will recover to pre-COVID-19 levels. See “—The outbreak of highly contagious diseases worldwide, such as the COVID-19 pandemic, has had, and may in the future cause, a material adverse effect on our business, financial condition, liquidity and results of operations” for further information on risks related to the COVID-19 pandemic.

The recent recession in Brazil, coupled with political instability, has adversely affected industries with significant travel expenditures, such as government, oil and gas, mining, and construction. In addition to decreases in load factors, reduced spending on business travel also affects the quality of demand, affecting our ability to sell as many high-yield tickets.

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We cannot predict macroeconomic developments or their impact on us, including exchange rate volatility and rising fuel prices, particularly given the Russia-Ukraine conflict, the conflict between Israel and militant groups in the Middle East (including Hamas), rising tensions between the United States and Venezuela, between the United States and Cuba, and the conflict among the United States, Israel and Iran, as well as the continued political and social tensions following Brazil’s 2022 presidential election, but we continue to expect to face inflationary pressures and these price increases may affect significantly and adversely our business, financial conditions and operations results.

Any material change to the global financial markets or the Brazilian economy, caused by any factor, including pandemics, regional or international conflicts, military conflicts, market turmoil associated with bank failures, internal or external factors sustaining persistent inflation, among other factors, may increase short- and long-term local interest rates. Such disruptions may limit our access to new favorable financing terms and issuances of securities, negatively impacting our growth and investment plans. An increasingly adverse economic environment could adversely affect us. In addition, significant instability in credit, capital, and financial markets may lead to higher borrowing costs, adversely affecting us.

We may face challenges in securing financing on acceptable terms or at all. If we are unable to obtain such financing, we may need to modify our aircraft acquisition plans or incur higher financing costs than anticipated, which could hinder our growth strategy and overall operations. These conditions could also adversely affect our liquidity.

The airline industry is characterized by high fixed costs and relatively elastic revenues, making it challenging to quickly reduce expenses (including debt service costs and obligations owed to lessors and OEMs) in response to revenue shortfalls, which may harm our ability to achieve our strategic goals.

The airline industry is characterized by low gross profit margins, high fixed costs – including aircraft ownership and leasing, facilities, personnel, information technology system licenses, training, and insurance expenses – and revenues that generally exhibit substantially greater elasticity than costs. The operating expenses for each flight remain largely unchanged regardless of the number of passengers flown, so even if there is a small change in the number of passengers, fare pricing, or traffic mix could have a significant impact on finance and operational results.

We expect to incur additional fixed costs, including contractual debt, as we lease or acquire new aircraft and other equipment to support our growth strategy or other needs. Currently, we have contractually assumed the commitment to acquire 61 aircraft, 52 directly from manufactures and nine from lessors.

Given our fixed cost structure, we may (i) have limited ability to secure additional financing; (ii) be required to dedicate a significant part of our cash flow to cover leases and other debt obligations for aircraft; (iii) incur higher interest or leasing expenses if interest rates increase; or (iv) have limited ability to plan for, or react to, changes in our business operations, the civil aviation sector, or broader macroeconomic conditions. In addition, volatility in global financial markets could make it difficult for us to secure financing for managing fixed costs on favorable terms, or at all.

As a result, we may be unable to quickly adjust fixed costs in response to revenue fluctuations. A shortfall from expected revenue levels could have a material adverse effect on us.

Changes to the Brazilian civil aviation regulatory framework or other policies of the Brazilian government related to the aviation industry may adversely affect us.

Brazilian aviation authorities, such as the National Civil Aviation Agency (Agência Nacional de Aviação Civil), or ANAC, play a significant role in monitoring and influencing the developments in Brazil’s airline market. For example, in June 2022, ANAC introduced new rules for allocating slots at major Brazilian airports, prioritizing operational efficiency (such as on-time performance and regularity) as the main criteria for the allocation of take-off and landing slots. Policies implemented by ANAC and other aviation authorities may adversely affect us and our operations.

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In December 2018, the former Brazilian president approved Provisional Measure MP 863/2018, lifting restrictions on foreign ownership of voting shares in Brazilian airlines. This measure was converted into Law No. 13,842/2019 on June 17, 2019, amending the Brazilian Aeronautical Code to allow 100% foreign ownership of voting shares in Brazilian airlines. For further information, see “Item 4.B. Business Overview—Restrictions on the Ownership of Shares in Air Transportation Service Providers.”

For a description of recent changes to the Brazilian civil aviation regulatory framework, see “Item 4.B. Business Overview—Regulation.”

Changes to the Brazilian civil aviation regulatory framework, including the policies of ANAC and/or INFRAERO, as well as other aviation supervisory authorities, including the Brazilian Aeronautical Code, may lead to increased costs alter the competitive dynamics of our industry, which may adversely affect us. In addition, other Brazilian government policies concerning the aviation industry, may adversely affect us. There is no guarantee that the Brazilian government will not impose further restrictions on airfares, and any such measures could have a material impact on our business, financial condition and results of operations. Furthermore, we cannot ensure the renewal of our existing operating concessions or the acquisition of new ones. Regulatory changes requiring significant resources for compliance with new aviation regulations, for example, could lead to additional expenditures, thereby adversely affecting us.

We operate in a highly competitive industry, and actions by our competitors could adversely affect us.

We face intense competition on certain routes within Brazil, both from established scheduled airlines, charter airlines, and potential new market entrants, as well as from our own business units – Azul Fidelidade, Azul Cargo and Azul Viagens. In particular, competition is strong on a limited number of routes and markets where our network overlaps with that of our main competitors. As of December 31, 2025, 16% of our domestic network routes overlapped with that of Gol, while 14% overlapped with LATAM. Airlines.

Decisions by our competitors that increase overall industry capacity, or to expand capacity in specific regions, markets, or routes, as well as any other strategic moves that increase a competitor’s market share, could have a material adverse impact on us. Our growth and the success of our business model may prompt competitors to adopt similar strategies, intensifying competition in our markets. If these competitors adopt and successfully execute similar business models, we could be adversely affected.

We may face increased competition from existing and new participants in the Brazilian market. In addition, any consolidation of airlines within Brazil and Latin America could adversely impact our business, financial condition and results of operations. The air transportation sector is highly sensitive to price discounting and the use of aggressive pricing policies. Changes in practices, including with respect to change and cancellation fees as a result of the COVID-19 pandemic, have already led to further pricing adjustments among our competitors. Other factors, such as flight frequency, schedule availability, brand recognition, and quality of offered services (such as loyalty programs, VIP airport lounges, in-flight entertainment and other amenities) also have a significant impact on market competitiveness. In addition, the barriers to entry in the domestic market are relatively low, and we cannot assure that existing or new competitors in our markets will not offer lower prices, more attractive services, or expanded route capacity to gain a greater market share. We may also face competition from international airlines as they introduce and expand their services to Brazil. In addition to competition among scheduled airlines and charter operators, the Brazilian airline industry faces competition from ground transportation alternatives, such as interstate buses and automobiles. Finally, the Brazilian government and regulators could favor new entrants or support our competitors, such as by granting new or current slots, as previously occurred with respect to new slots at Congonhas airport.

In addition, technological advancements may reduce demand for air travel. For instance, new developments in video teleconferencing and other electronic communication methods may reduce the need for in-person meetings, thereby introducing a new form of competition to the industry as travelers seek more affordable substitutes for air travel.

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Our Azul Fidelidade program faces significant competition from the loyalty programs of other major airlines, as well as from frequent traveler programs offered by other airlines and credit card companies. Potential members have many frequent flyer program alternatives to choose from, and they select based on factors such as accrual and redemption rates, airline and co-branding partners, benefits, and reputation. Other loyalty programs, along with travel-centric proprietary credit cards, may offer more favorable point earning rates or enhanced redemption opportunities, leading customers to perceive these alternatives as providing better value than the Azul Fidelidade program and its branded credit cards. In addition, new competitors may target Azul Fidelidade’s business partners and members or enter the loyalty marketing industry.

Our Azul Viagens business faces significant competition, including from travel agencies, tour operators, online travel agencies and marketplaces, and business-to-business (B2B) travel agencies. The success of the Azul Viagens business depends on the attractiveness of its business model of the intermediation of tourism services provided to customers. The performance and growth prospects of the Azul Viagens business could be adversely affected if it fails to anticipate and respond to changes in market trends and customer preferences. Our Azul Viagens business is also subject to risks of disintermediation in the tourism sector, where customers may purchase the travel packages directly from suppliers, such as hotel chains, car rental companies, cruise operators, and insurance providers.

We cannot assure that an increase in competition faced by Azul Fidelidade or by Azul Viagens will not have an adverse effect on the growth of our business, either within these specific segments or more generally. If we are unable to adjust rapidly to the evolving competitive landscape in our markets, it could adversely affect us.

Further consolidation in the Brazilian, regional and global airline industry may adversely affect us.

As a result of the competitive environment in which we operate, there may be further consolidation in the Brazilian, regional and global airline industry, whether by means of acquisitions, joint ventures, partnerships or strategic alliances. We cannot predict the effects of further consolidation on the industry. Our competitors could increase their scale, diversity and financial strength and may have a competitive advantage over us, which would adversely affect us. Any consolidation within the airline industry and changes in international alliances may affect the competitive landscape in the industry, which could lead to the formation of new airlines and alliances with increased financial resources, more extensive global networks and reduced cost structures than us.

We routinely engage analyze and engage in discussions regarding our own strategic position, including alliances, codeshare arrangements, investments, acquisitions, interline arrangements and loyalty program enhancements, and may have future discussions with other airlines regarding similar arrangements. For example, on January 15, 2025, we entered into a non-binding memorandum of understanding with Abra, the controlling holding company of Gol, to explore the possibility of a business combination between Azul and Gol, and on May 23, 2024, we entered into a commercial cooperation agreement (codeshare) to connect ours and Gol’s flight network in Brazil through a codeshare agreement. However, on September 25, 2025, we announced that we had terminated the commercial discussions with Abra in relation to this potential transaction, as well as the commercial cooperation agreement we had entered into with Gol. To the extent we enter into any mergers, acquisitions or business combinations, we may not be able to successfully integrate the business and operations of companies acquired, governmental approvals may be delayed, costs of integration and fleet renovation may be greater than anticipated, synergies may not meet our expectations, our costs may increase and our operational efficiency may be reduced, all of which would negatively affect us. To the extent we do not engage in any such transactions, our competitors may increase their scale, diversity and financial strength and may have a competitive advantage over us, which would negatively affect us, including our ability to realize expected benefits from our own strategic partnerships.

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We are subject to costs and risks associated with changing laws and regulations that affect our business, including those relating to the sale of consumer products. Specifically, developments in data protection and privacy laws could harm our business, financial condition or results of operations.

We operate in a complex regulatory and legal environment, exposing us to compliance and litigation risks that could materially affect our results of operations. These laws may change, sometimes significantly, due to political, economic or social events. Some of the key federal, state or local laws and regulations in Brazil that affect us include those relating to consumer products, product liability, and consumer protection; those relating to advertising, marketing, and sales practices; labor and employment laws, including wage and hour laws; tax laws or interpretations thereof; data protection and privacy laws and regulations; and securities and exchange laws and regulations.

For instance, data protection and privacy laws are developing to reflect changing cultural and consumer attitudes towards the protection of personal data. These laws may be interpreted in ways that could harm our operations. We cannot assure that we will have sufficient financial resources to comply with new regulations or to successfully compete in a shifting regulatory environment.

Any new laws or regulations enacted or approved in Brazil or in other jurisdictions where we operate could impose unforeseen regulatory obligations. This may require us to incur additional costs to implement operational and systemic changes or controls within the required deadlines. If we are unable to comply, we could face restrictions on our operations.

We rely significantly on automated systems, and any cyberattacks, breakdown, hacking, or changes in these systems may adversely affect us.

Our business operations depend on automated systems, including our sales system, automated seat reservation system, fleet and network management system, telecommunications system, and website. Significant or repeated breakdowns of our automated systems may impede our passengers and travel agencies from accessing our products and services, potentially causing them to purchase tickets from other airlines, adversely affecting our net revenues. Our website and ticket sales system must handle a high volume of traffic and deliver important flight information. The increase in work-from-home arrangements since the onset of the COVID-19 pandemic has heightened cybersecurity risks. Substantial or repeated website, ticket sales, scheduling or telecommunication systems failures (including misconfigurations, bugs, and other vulnerabilities in software and hardware that support our operations) could reduce the attractiveness of our services and could cause our customers to purchase tickets from other airlines. Any disruption in these systems or their underlying infrastructure could result in data loss, increased costs, and overall harm to our business.

These interruptions may include but are not limited to telecommunications failures, computer hacking incidents, computer viruses, employee misconduct, malware, or other disruptive software or malicious activities. In particular, both unsuccessful and successful cyberattacks on companies have increased in frequency, scope, and potential harm in recent years.

We and our business partners have been the target of cybersecurity attacks and data breaches in the past, and we expect that we will continue to be in the future. We cannot assure that our responses will be sufficient to prevent or mitigate the potential adverse impacts of such incidents, which may be material. Furthermore, we cannot ensure that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. Despite efforts to maintain and improve the security of digital information, individuals – whether employees or contractors – we may find ways to circumvent the security measures we have in place. Furthermore, we may be unable to anticipate new techniques used in cyberattacks and intrusions, or to implement adequate preventative measures.

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The costs associated with a major cyberattack could include expensive incentives to retain existing customers, increased spending on cyber security measures, lost revenue due to business interruptions, litigation expenses, and damage to our reputation. In addition, as cyber security incidents become more frequent, severe, and sophisticated, the costs of implementing proactive defensive measures may increase. If we fail to prevent the theft of valuable information or to protect the privacy of customer and employee confidential data against breaches of network or IT security, it could impact our brand and damage our reputation, which could adversely impact customer and investor confidence. We may also implement certain changes to our systems that could lead to breakdowns, reduced sales, mismanagement of our fleet and network or telecommunications disruptions, all of which would negatively affect us.

We are also subject to evolving global privacy and security regulatory obligations, including reporting obligations for significant cybersecurity incidents, and increasing customer focus on privacy issues and data security. See “—The failure to adhere to LGPD or other privacy laws enacted in Brazil and/or other jurisdictions may adversely affect our reputation, business, financial condition, or results.” A significant number of recent privacy and data security incidents, including those involving other large airlines, have led to substantial adverse financial consequences for those companies. If our technology systems are compromised, resulting in the loss, disclosure, misappropriation of, or access to customers’, employees’ or business partners’ information could result in legal claims or proceedings, liability, fines, damages, sanctions or other regulatory penalties under laws protecting the privacy of personal information, or disruption to our operations. A significant number of recent privacy and data security incidents, including those involving other large airlines, have resulted in very substantial adverse financial consequences for those companies.

In recent years, there has been a global increase in security threats, including, but not limited to, phishing, malware, ransomware campaigns, and the exploitation of vulnerabilities in video collaboration, among other issues. These security threats are expected to escalate even more in both frequency and magnitude as threat actors become increasingly sophisticated in leveraging techniques and tools that circumvent security controls, evade detection, and even erase forensic evidence. In addition, the rise in remote work, prompted by the COVID-19 pandemic and the ongoing shift toward hybrid or remote work arrangements, may amplify cybersecurity risks due to vulnerabilities associated with these work environments.

Any of these events could result in a material adverse effect on us.

We, our reputation, and the trading price of our common shares, including in the form of ADSs, could be adversely affected by events beyond our control.

Accidents or incidents involving our aircraft could lead to significant claims by injured passengers and others, as well as significant costs associated with the repair or replacement of damaged aircraft and its temporary or permanent removal from service. We are required by ANAC and lessors of our aircraft, under our lease agreements, to maintain liability insurance. However, the amount of liability insurance we maintain may not be sufficient, and events outside the scope of our coverage could occur, leaving us to bear substantial losses in the event of an accident. Significant claims exceeding our insurance coverage may harm our business and financial results. Moreover, any accident or incident involving our aircraft – or even those involving the aircraft of other major airlines – could lead to negative public perceptions about us, our aircraft, or the air transport system, due to concerns over safety or other issues, whether real or perceived. This could harm our reputation, financial results and the trading price of our common shares, including in the form of ADSs.

We may also be affected by other factors that influence travel behavior or increase costs, such as epidemics or acts of terrorism. These events are beyond our control and may affect us even if occurring in markets where we do not operate and/or involve other airlines. Uncertainty surrounding the Russia-Ukraine conflict, the ongoing escalation of conflict in the Middle East, or other sustained geopolitical tensions could affect our operations in unpredictable ways. Any future terrorist attacks or threats of attacks, whether or not involving commercial aircraft, or any increase in hostilities relating to reprisals against terrorist organizations, including an escalation of military involvement in the Middle East, or otherwise, and any related economic impact, could result in decreased passenger traffic and materially adversely affect us.

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Demand for air travel may be adversely impacted by events beyond our control, such as adverse weather conditions, natural disasters, terrorist attacks, war, or political and social instability. Epidemics and outbreaks – such as the COVID-19 pandemic, Zika virus, Ebola, avian flu, foot-and-mouth disease, swine flu, Middle East Respiratory Syndrome, or MERS, and Severe Acute Respiratory Syndrome, or SARS – may also result in quarantines of our personnel or prevent access to facilities or our aircraft, harming our business, reputation, and the trading price of our common shares, including in the form of ADSs. Outbreak of diseases such as COVID-19 could lead to a significant decline in passenger traffic, the imposition of government restrictions on services, and a material adverse impact on the airline industry. Situations like these, or other conditions beyond our control in any of the markets where we operate, could substantially affect our business, financial condition, and results of operations, and the effects of such public health developments could have a widespread and prolonged effect on air travel demand.

Natural disasters, severe weather conditions and other events beyond our control may affect and disrupt our operations. For instance, in 2018, a truckers’ strike in Brazil led to fuel distribution disruptions, affecting flights and passengers’ ability to commute to and from airports for a period of approximately 10 days. About 37 airports where Azul operates ran out of fuel, and some airports remained closed for three days. Recently, the effect of the severe flooding in the state of Rio Grande do Sul in April and May 2024 led to cancellations and impacted operations in the region.

Severe weather conditions can result in flight cancellations or significant delays that may result in increased costs and reduced revenue. Any natural disaster or similar event that affects air travel in the regions where we operate could have a material adverse impact on us. See also “—We are subject to risks associated with climate change, including increased regulation of our CO2 emissions, changing consumer preferences and the potential for more frequent or severe weather events that could impact our operations and infrastructure.”

The outbreak of highly contagious diseases worldwide, such as the COVID-19 pandemic, has had, and may in the future cause, a material adverse effect on our business, financial condition, liquidity and results of operations.

Disease outbreaks, such as the COVID-19 pandemic, or potential disease outbreaks, along with governmental responses thereto, have had and may in the future cause significant impacts on global and Brazilian macro-economic and financial conditions. This includes disruptions to supply chains, closure and interruption of many business, loss of revenue, increased unemployment, and economic stagnation and contraction.

The COVID-19 pandemic also resulted in materially increased volatility in both Brazilian and international financial markets and economic indicators, including exchange rates, interest rates and credit spreads. For example, in March 2020, as a result of heightened volatility, the value of assets on the B3 stock exchange decreased significantly and quickly, triggering their circuit breaker eight times. Sudden or unexpected movements in these market factors have resulted, and may in the future result, in financial losses associated with our trading portfolio or financial assets, which could deteriorate our financial condition. Measures taken by governmental authorities worldwide, including Brazil, to stabilize markets and support economic growth may not be sufficient to control high volatility or to prevent serious and prolonged reductions in economic activity. Furthermore, as a result of the COVID-19 pandemic, access to credit lines became restricted, negatively impacting, and potentially continuing to impact, our financial expenses and ability to finance our operations.

In addition, the social distancing measures imposed by governmental authorities to contain the spread of the COVID-19 pandemic, such as quarantine measures, travel restrictions, and the cancellation of business conventions and concerts, among others, resulted in a sharp decline in air travel in 2020 and 2021. We experienced a significant decline in passenger demand and bookings for both business and leisure travel. Such measures, combined with the market downturn caused by the COVID-19 pandemic, had negative impacts on our business performance and results of operations. While cases have declined globally and many of these restrictions have since been lifted, there is no way to predict whether new patterns of contagion, increasing disease severity, or other factors related to the COVID-19 pandemic or other disease outbreaks, such as the accessibility or efficacy of any vaccines developed in response to any pandemic, could lead to renewed tightening of these policies or the imposition of new and different restrictions.

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In April 2020, in response to the uncertainty caused by the COVID-19 pandemic, which severely impacted air traffic demand, we operated just 70 non-stop flights per day to 25 cities, representing a 90% reduction of our consolidated planned capacity in terms of ASKs for that month. As a result, we significantly reduced capacity from the original plan in 2020.

As air travel demand rebounded more quickly than anticipated following the global decline in COVID-19 cases and the lifting of travel restrictions, suppliers and many of the airports we work with experienced acute personnel shortages. This led to increased delays, flight cancellations, and, in certain cases, restrictions on passenger capacity or the number of flights to or from certain airports. Further, we encountered challenges in recruiting and retaining sufficient personnel to manage significantly expanded schedules, which required offering substantial increases in pay and other benefits to attract and retain pilots and other personnel. We cannot assure that ongoing or future supply chain disruptions or staffing shortages will not impede our operations or those of our third-party partners and the airports we serve. Similarly, we cannot ensure timely procurement of all necessary products and services we require in the course of our business, or the successful identification of suitable alternatives.

The ability to attract and retain passengers also depends, in part, on our reputation and on the public perception and concerns regarding the health and safety of travel generally, particularly airline travel. Actual or perceived risks of infection on our flights have had, and could continue to have, a material adverse effect on public confidence in air travel, potentially harming our reputation and business. We expect to continue incurring COVID-19-related costs related to sanitizing airplane, implementing enhanced hygiene protocols, and taking additional measures to limit infections among employees and passengers. In addition, the industry may remain subject to enhanced health and hygiene requirements aimed at addressing future outbreaks. Implementing these measures could be costly and time-consuming.

Disease outbreaks, such as the COVID-19 pandemic, may also exacerbate other risks described in this “Risk Factors” section, including, but not limited to, our competitiveness, fluctuations in demand for our services, shifting consumer preferences, and our substantial amount of outstanding indebtedness.

Changes in the credit ratings issued by credit rating agencies could adversely affect our ability to raise funding, our financing costs and the trading prices of our securities.

Credit rating agencies rate our securities based on factors that include operating results, actions taken by us and our subsidiaries, their view of the airline industry’s general outlook, and their view of broader economic conditions. Rating agencies may take actions including (i) maintaining, upgrading or downgrading our rating, or (ii) placing us on a watch list for possible future downgrade.

Our credit rating was: (i) downgraded by S&P to B (in March 2020), to CCC+ (in March 2021, reaffirmed in February 2023 with a negative outlook), upgraded to B- (in July 2023 with stable outlook), downgraded to CCC+ (in September 2024 with negative outlook), further downgraded to CC (in October 2024 with a negative outlook), and further downgraded to D (in May 2025 with negative outlook); (ii) downgraded by Fitch to B (in March 2020), to CCC+ (in March 2021), to CCC- (in February 2023), upgraded to B- (in July 2023 with stable outlook, reaffirmed in July 2024 with a negative outlook), downgraded to CCC (in September 2024), further downgraded to CC (in October 2024), further downgraded to C (in December 2024), and further downgraded to D (in May 2025 with negative outlook); (iii) downgraded by Moody’s to B1 (in March 2020), to CCC+ (in March 2021), and Caa2 (in February 2023), upgraded to Caa1 (in July 2023 with a positive outlook), downgraded to Caa2 (in September 2024 with a negative outlook), and further downgraded to Ca (in June 2025 with negative outlook). The downgrades of our ratings were based on a number of factors, including liquidity risks and our currently highly leveraged balance sheet. Any further downgrades in our credit ratings or market perceptions assigning higher risk to our ratings, the airline industry, or us, could adversely affect our business, financial condition and results of operations.

Ratings are limited in scope and do not address all material risks relating to any debt securities, but instead represent the views of the rating agencies at the time the ratings are issued.

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Our ability to access the capital markets is partially influenced by our credit ratings. Any downgrade in the credit rating of our securities or the placement of Azul on a watch list for potential future downgrades could, among other things: (i) limit our access to capital markets or otherwise hinder our ability to secure new financing on favorable terms, or at all; (ii) lead to more restrictive covenants in agreements governing the terms of any future indebtedness we may incur; (iii) increase our financing costs; and (iv) adversely affect the trading price and liquidity of our outstanding securities.

There is no guarantee that such ratings or outlooks will remain unchanged over a period of time. Rating agencies may lower, suspend, or withdraw entirely if they determine that circumstances warrant such actions. Any of these changes could have a material adverse effect on us.

Our insurance expenses may increase significantly due to events such as terrorist attacks, wars, aircraft accidents, seizures, or similar incidents, adversely affecting us.

Insurance providers may substantially increase premiums for airlines to reduce the scope of coverage available for civil liability resulting from acts of terrorism, war, aircraft accident, seizures, or similar incidents. This occurred, for instance, after the September 11, 2001 terrorist attacks in the United States.

Following those attacks, insurance premiums for terrorism-related risks rose sharply, prompting the Brazilian government to enact Law No. 10,744, of October 9, 2003. This legislation authorized the Brazilian government to assume civil liability for third-party damages, including harm to property or individuals (whether passengers or not), caused by terrorist acts or acts of war involving Brazilian aircraft operated domestically or internationally. However, the Brazilian government retains the right, at its sole discretion, to suspend or terminate this assumption of liability. If this occurs, Brazilian airlines would need to assume liability once more and secure insurance coverage independently from the market.

In the event of new terrorist attacks, wars, aircraft accidents, seizures, or the Brazilian government’s withdrawal of its liability assumption, or other events affecting civil aviation in Brazil or abroad, airline insurers could further reduce coverage or increase premiums. Any significant reduction in insurance coverage would substantially elevate our liability exposure. Similarly, significant increases in insurance premiums would raise our operating expenses, adversely affecting us.

Consistent with global industry practices, we do not insure against certain business risks, such as business interruptions, loss of profit or revenue, and consequential losses resulting from mechanical breakdown. To the extent that uninsured risks materialize, we could be materially adversely affected. In addition, there is no guarantee that our insurance coverage will address all potential risks associated with our operations and activities. If actual losses exceed the coverage provided by our insurance, we may have to bear substantial losses, which would have an adverse impact on us.

Technical and operational problems within Brazil’s civil aviation infrastructure, including air traffic control systems, airspace and airport infrastructure, may have a material adverse effect on our strategy and, consequently, on us.

Our success depends on improvements in the coordination and development of Brazilian airspace control and airport infrastructure. The rapid growth of civil aviation in Brazil in recent years has highlighted the need for substantial improvements and government investments in these areas. Past technical and operational problems in Brazil’s air traffic control systems have caused widespread flight delays, higher than usual flight cancellations, and increased airport congestion. Although the Brazilian government and air traffic control authorities have taken measures to improve the Brazilian air traffic control systems, there is no guarantee that these efforts will be successful. If these challenges persist or worsen, they could materially adversely affect us and our growth strategy.

36	Azul S.A.

Certain airports that are significant to our operations face significant limitations. For example, slots at Congonhas airport in São Paulo are fully utilized, while Santos Dumont airport in Rio de Janeiro operates under restrictions, including a cap of 6.5 million passengers annually, imposed by the Brazilian government in January 2024. Other key airports, for example Brasília, Salvador, Belo Horizonte (Confins), São Paulo (Guarulhos and Viracopos) and Rio de Janeiro (Galeão), have limited the number of landing rights per day due to infrastructural constraints. Any condition that delays or prevents our access to airports or routes that are vital to our strategy, or that restricts our ability to maintain existing landing rights, slots, and destinations, or secure additional ones, could have a material and adverse effect on us.

New operational and technical restrictions imposed by Brazilian authorities at current or prospective airports we operate may also adversely affect us. There is no assurance that the Brazilian government will invest in the Brazilian aviation infrastructure to increase capacity at congested airports, which would allow for additional slot allocations.

Similarly, we cannot assure that the holders of concessions to operate the airports which we serve will make the necessary investments. See “Item 4.B. Business Overview—Airports and Other Facilities and Properties—Airports” and “Item 8.A. Consolidated Statements and Other Financial Information—Legal Proceedings.”

Increases in labor benefits, union disputes, strikes, and other worker-related disturbances may adversely affect us.

Our business is labor intensive, with workforce expenses (salaries and benefits) accounting for 15.6%, 16.9% and 14.3% of our total operating expenses for the years ended December 31, 2025, 2024 and 2023, respectively. All Brazilian airline employees, including ours, are represented by regional aviation unions and by two national labor unions: (i) the National Pilots’ and Flight Attendants’ Union (Sindicato Nacional dos Aeronautas) and (ii) the National Aviation Union (Sindicato Nacional dos Aeroviários). Salary adjustments and cost-of-living increases are negotiated annually between those unions and the National Union of Airline Companies (Sindicato Nacional das Empresas Aeroviárias), or SNEA, which represents all Brazilian airline companies. Work conditions and maximum work hours are regulated by federal legislation and are not subject to labor negotiations. Future terms and conditions of collective agreements could become more costly for us due to increasing threats of strikes binding negotiations between the unions and SNEA. Additionally, certain employee groups, such as pilots, mechanics, and airport personnel, possess highly specialized skills and cannot be easily replaced, which could further increase our labor costs as our business expands. Any labor disputes or proceedings involving unionized employees could adversely affect us or interfere with our ability to conduct normal business operations.

We are also subject to periodic and regular investigations by labor authorities, including the Brazilian Ministry of Labor and the Public Prosecutor’s Office, or the Labor Prosecution Office, to ensure compliance with labor rules and regulations, including those relating to occupational health and safety. These investigations could result in fines and proceedings that may materially adversely affect us. For instance, in February 2017, the Public Labor Prosecutor’s Office filed a lawsuit against us alleging violations of labor regulations, including limits on daily working hours and resting periods. The Public Labor Prosecutor’s Office claimed approximately R$66 million in punitive damages.

A failure to implement our growth strategy may adversely affect us.

Our growth strategy and the consolidation of our leadership in the markets we serve, among other objectives, includes increasing the number of markets we serve and the frequency of our flights. Achieving these objectives depends on obtaining regulatory approvals for operating new routes and securing adequate access to necessary airport facilities. Some airports we serve or that we may want to serve in the future face capacity constraints and impose landing rights and slot restrictions during certain periods of the day. Examples include Santos Dumont airport in Rio de Janeiro and the Juscelino Kubitschek airport in Brasília. We cannot assure that we will be able to maintain our current landing rights, slots and permitted destinations, and secure sufficient number of landing rights and slots, gates, and other airport facilities to support our planned expansion. Airports that currently have no capacity constraints or operational restrictions may implement such measures in the future. Airlines must also utilize their allocated slots regularly and punctually to avoid the risk of reallocation to other airlines. If landing rights, slots, or airport resources are unavailable or restricted, we may need to adjust our schedules, change routes, or reduce aircraft utilization.

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Some of the airports we serve impose various restrictions, such as limits on aircraft noise levels, limits on the number of average daily departures, or curfews on runway usage. We cannot assure that airports without such restrictions will not introduce restrictions in the future or that existing restrictions will not become more stringent. These limitations may affect our ability to provide or expand our services at these airports, which may adversely affect us.

We cannot assure that we will successfully execute of our growth strategy or success in consolidation of our leadership position in terms of markets served. Any factors that prevent or delay our access to airports or routes which are vital to our growth strategy, including our ability to maintain our current slots and obtain additional landing rights and slots at certain airports, may restrict our operations or expansion plans, which may adversely affect us, our financial results and our growth strategy.

Our current business plan contemplates the continued addition of Airbus and Embraer aircraft to replace older generation aircraft and serve high-density markets. Disruptions or changes in the delivery schedules of manufacturers for new Embraer and Airbus aircraft have affected and may continue to affect our operations. Such delays may limit our ability to meet increasing passenger demand, achieve our growth plans and maximize our use of next generation fuel efficient aircraft, which may adversely affect our business and financial results.

The successful execution of our strategy depends in part on the maintenance of a high daily aircraft utilization rate, making us especially vulnerable to delays that could adversely affect us.

Maintaining a high daily aircraft utilization rate is essential to the successful execution of our strategy. High aircraft utilization enables us to maximize the amount of revenue per aircraft and spread fixed costs. Achieving this requires reducing turnaround times at airports and developing schedules that enable us to fly more hours per day on average. Our ability to maintain aircraft utilization rates can be adversely affected by factors beyond our control, such as air traffic and airport congestion, disruptions in air traffic control services, adverse weather conditions, and delays by third-party service providers, including fueling and ground handling operations. Such delays could result in a disruption in our operating performance, resulting in reduced daily aircraft utilization rates. This, in turn, could lead to customer dissatisfaction due to delays or missed connections, which could adversely affect us.

Any expansion of our business activities will require us to incur additional and possible expenses, and we may be unsuccessful in generating profits from any such new activities, potentially adversely affecting us.

We intend to expand our business activities by introducing new products and services if we believe this expansion will increase our profitability or strengthen our market position. As part of our growth strategy, we periodically acquire additional aircraft, including different types of aircraft than the ones we currently operate or have operated in the past, and enter into commitments for additional aircraft based on anticipated traffic growth, given the significant time frames for ordering and delivery of these assets. We cannot assure you that we will successfully integrate these new aircraft into our operations and maintain our historical levels of operational performance.

As the international and domestic markets develop and expand in Brazil, our expansion plans may also include acquiring additional existing service-related businesses, aircraft hangars, and other assets that are complementary to our core and ancillary operations and help us compete more effectively. We cannot assure that we will be successful in executing these plans as they depend on several factors, including obtaining necessary regulatory approvals, if required, securing additional facilities or rights, recruiting personnel and arranging adequate insurance. Activities like these may require us to incur material costs and expenses, including capital expenditures, increased personnel, training, advertising, maintenance, fuel costs, and costs related to management oversight of any new or expanded activities. We may face substantial expenses related to the integration of these assets and activities into our existing businesses that may require significant ancillary expenditures for the integration and expansion of systems, financial modeling and development of pricing, traffic monitoring and other management tools, all aimed at achieving profitability from these ventures.

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Unless and until any such new activities generate profits, the associated costs and changes in management oversight may adversely affect our results and financial condition. Given the current and expected competitive landscape of the airline industry in general, particularly in Brazil, and other market factors and conditions, there may be a significant delay before these new or existing activities become profitable. In some cases, we may not achieve profitability at all, which may adversely affect us.

We may not be able to grow our operations to or within the United States and Europe and may be adversely affected if Brazil fails to maintain a favorable safety assessment or if we fail to comply with the United States and European civil aviation regulatory frameworks.

We cannot assure that the laws and regulations of the jurisdictions of the countries where we operate (including, without limitation, immigration and security regulations, which directly affect passengers) will remain unchanged or that new laws adverse to us will not be enacted. Any such events may adversely affect us and our ability to sustain or expand our international operations.

For example, the Federal Aviation Administration, or FAA, periodically audits the aviation regulatory authorities of other countries, assigning each rating under the International Aviation Safety Assessment, or IASA, program. Brazil currently holds a “Category 1,” rating, which means that Brazil complies with the International Civil Aviation Organization, or ICAO, safety standards. This enables us to maintain regular service from our hubs in Brazil to the United States in a normal manner and participate in reciprocal code-sharing arrangements with U.S. carriers. However, we cannot guarantee that Brazil will continue to meet international safety standards, and we have no direct control over the country’s compliance with IASA guidelines.

If Brazil does not maintain a favorable safety assessment or if we fail to comply with the United States and European civil aviation regulatory frameworks, our ability to maintain or expand services to or in the United States and Europe could be restricted, which could, in turn, adversely affect us.

We are highly dependent on our three hubs at Viracopos airport, Confins airport and Recife airport for a large portion of our business and as such, a material disruption at any of our hubs could adversely affect us.

Our business is heavily dependent on our operations at our three hubs at Viracopos airport, Confins airport and Recife airport. Many of our routes operate through these hubs, and account for a large portion of our daily arrivals and departures. Like other airlines, we are susceptible to delays caused by factors beyond our control, which could affect one or more of our hubs or other airports in any of the regions we serve. For instance, in 2018, an incident involving a LATAM led to the closure of a runway at Confins airport, one of our main hubs, for 21 hours which negatively impacted our operations and forced us to re-accommodate our passengers on new flights. Due to this geographical capacity concentration, we may not be able to respond as quickly or efficiently as our competitors to any delays, service interruptions, or fuel shortages at any one or more of our hubs, which could have a material adverse impact on us. Furthermore, ANAC has granted concessions for the operation of Viracopos and Confins airports. We have no control over these concessions and cannot predict how the current concessions, any future concessions or the termination of any concessions could affect these airports.

For example, Aeroportos Brasil, which holds a concession for the operation of Viracopos airport from ANAC, filed for bankruptcy protection in 2018 due to its failure to meet its contractual obligations relating to the construction of a new terminal. On February 14, 2020, creditors approved Aeroportos Brasil’s debt restructuring plan, which included returning the Viracopos airport concession to ANAC to initiate a new bidding process of the concession for a new operator. On February 18, 2020, the debt restructuring court approved the judicial recovery plan and on March 19, 2020, Aeroportos Brasil submitted an application to ANAC for the rebidding of Viracopos airport, in compliance with the judicial recovery plan.

See “Item 4.B. Business Overview—Airports and Other Facilities and Properties—Airports” and “Item 8.A. Consolidated Statements and Other Financial Information—Legal Proceedings.” Any changes to these concessions could have a material adverse impact on us.

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Delays or failures by original equipment manufacturers, lessors, suppliers, or maintenance providers to fulfill their obligations may adversely affect us.

We rely on OEMs and lessors, aircraft and engine suppliers, and maintenance providers to meet our operational needs, including the timely delivery of aircraft, spare parts, and maintenance services. Delays or failures by these parties to meet their contractual obligations can significantly impact our operations and financial performance. For instance, we may experience delays in the receipt of spare parts, deferred aircraft delivery schedules, and disruptions in maintenance services. These challenges could lead to an increased number of grounded aircraft, reduced fleet availability, and adjustments to our operational schedules, all of which may adversely affect us.

We cannot assure that these third parties will fulfill their contractual commitments on time or at all. If delays or non-performance occur, we may need to make adjustments to our operational schedules, including the postponement or cancellation of flights, which could result in customer dissatisfaction, reduced revenues, increased passenger reaccommodation costs and other expenses. In some cases, we may incur unexpected expenses to lease replacement aircraft, source alternative spare parts, or address unforeseen maintenance needs. Additionally, we may need to make unplanned investments to mitigate the operational impact of grounded aircraft, which could adversely affect us. Delays in the delivery of new aircraft may also hinder our ability to expand our fleet, replace older aircraft and successfully execute our growth plans. Prolonged issues with OEMs, lessors, suppliers, or maintenance providers, particularly with those providers on whom we more heavily rely, could adversely affect our operations, our business and our financial performance.

General Electric is the sole manufacturer and supplier of the CF34 engines on our Embraer E-Jets, and, together with Safran through CFM International, of the LEAP engines on our next-generation Airbus A320neos. Pratt & Whitney is the sole manufacturer and supplier of the PW 127M engines on our ATR 72 aircraft and engines for our Embraer E2s aircraft, while Rolls Royce is the sole manufacturer of the Trent 700 and Trent 7000 engines for our A330 aircraft. Since the prices for these engines and parts are payable in U.S. dollars, they are subject to fluctuations in exchange rates, which may lead to us incurring substantial additional expenses in the event that the U.S. dollar appreciates. We have also outsourced all engine maintenance for our Embraer E-Jet and next-generation Airbus A320neo fleet to General Electric, for our ATR fleet to Pratt & Whitney, and the engine maintenance of our A330 fleet to Rolls Royce. If General Electric, Rolls Royce or Pratt & Whitney are unable to perform their contractual obligations or if we are unable to acquire engines from alternative suppliers on acceptable terms, we could lose the benefits we derive from our current agreements with General Electric, Pratt & Whitney and Rolls Royce. This could result in substantial transition costs or the suspension of certain aircraft operations due to the need for unscheduled or unplanned maintenance, during the period in which these contractual obligations are not being performed.

We are particularly reliant on Embraer, ATR and Airbus aircraft for our operations, and our business could be adversely if deliveries from these companies are affected, if aircraft from these companies become unavailable or if these aircraft are subject to significant maintenance events or if the public has a negative perception of these aircraft.

As of December 31, 2025, our passenger operating fleet consisted of 61 Embraer E-Jets, 27 ATR aircraft, 60 Airbus narrowbody aircraft, and 5 Airbus widebody aircraft. Additionally, we operate 23 Cessna Cavarans aircraft, each with 9 passenger seats.

Risks associated with Embraer, ATR and Airbus include (i) our failure or inability to obtain Embraer, ATR or Airbus aircraft parts or related support services in a timely manner due to high demand or other factors, (ii) directives issued by the aviation authorities restricting or prohibiting the use of Embraer, ATR or Airbus aircraft, (iii) negative public perception of a manufacturer as a result of an accident or other adverse publicity, or (iv) delays between the time we determine the need for new aircraft and the time it takes us to arrange for Embraer, ATR and Airbus or from a third-party provider to deliver the aircraft.

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Our ability to obtain new aircraft from Embraer, ATR and Airbus may be affected by several factors, including (i) Embraer, ATR or Airbus refusing or being financially unable to fulfill the obligations it assumed under the aircraft delivery contracts, (ii) events such as fires or strikes or other events affecting Embraer’s, ATR’s or Airbus’s ability to fulfill its contractual obligations in a complete and timely manner, and (iii) our inability to secure aircraft financing or any refusal by Embraer, ATR or Airbus to provide financial support. We have been and may continue to be affected by any failure or inability of Embraer, ATR, Airbus or other suppliers to supply sufficient replacement parts in a timely manner, which could to unscheduled or unplanned maintenance and result in the temporary withdrawal of the relevant aircraft from our operation. Any such unavailability of aircraft or suspension of operations would decrease passenger revenue, increase passenger reaccommodation costs, and adversely affect our business, financial results and our ability to successfully execute our growth strategy.

We could be adversely affected by expenses or disruptions associated with planned or unplanned maintenance on our aircraft, as well as any inability to obtain spare parts in a timely manner.

As of December 31, 2025, Azul operated a passenger fleet of 176 aircraft and had a passenger contractual fleet of 227 aircraft, with an average aircraft age of 7.2 years, excluding Cessna aircraft.

As our fleet ages, it will require more maintenance, and our repair costs for each aircraft will be incurred at approximately the same intervals. If we are unable to renew our fleet, scheduled and unscheduled maintenance expenses will increase as a percentage of our revenue in the coming years. Any significant rise in maintenance and repair expenses would have a materially adverse impact on us.

Our business would be significantly harmed by unplanned stoppages or suspensions of operations associated with planned or unplanned maintenance due to mechanical issues. For example, if a design defect or mechanical issue were discovered in our aircraft, these aircraft may be grounded until the defect or mechanical problem was corrected. We cannot assure that we would be able to obtain the necessary aircraft and parts to solve such defect or mechanical problem, or if we would obtain such parts in a timely manner, or that we would succeed in solving such defect or mechanical problem even if the parts were available. This could result in prolonged suspension of operations for certain aircraft, while we attempted to obtain such parts and solve such defect or mechanical problem, which could have a materially adverse effect on us. See also “—Delays or failures by original equipment manufacturers, lessors, suppliers, or maintenance providers to fulfill their obligations may adversely affect us.”

We rely on agreements with third parties to provide us and our customers with facilities and services that are integral to our business and the termination or non-performance of these agreements could affect us.

We have entered into agreements with third-party contractors to provide certain facilities and services required for our operations, such as aircraft maintenance, ground handling, baggage handling and in-flight television and internet services. All of these agreements are subject to termination on short notice. The loss or expiration of, or inability to renew, these agreements, or our inability to negotiate new agreements with other providers on comparable terms and conditions or at all, could harm our business and results of operations. Further, our reliance on third parties to provide essential services on our behalf gives us less control over the costs, efficiency, timeliness and quality of those services. Any third party may fail to meet its service performance commitments, experience system disruptions that hinder its ability to fulfill obligations, or face termination of its contract. Any third party may fail to meet its service commitments, experience system disruptions that hinder its ability to fulfill obligations owed to us, or face the termination of its contract. If any third-party contractor fails to perform adequately, or if services are interrupted, we could experience reduced revenues, increased expenses, or even be prevented from operating flights or offering other services to customers. In addition, our reputation could be materially adversely affected if our customers believe that our services or facilities are unreliable or unsatisfactory.

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We rely on partner airlines for codeshare and loyalty marketing arrangements, and the loss of a significant partner, whether through bankruptcy, consolidation, or otherwise, could adversely affect us.

Azul has codeshare agreements with several international carriers, including United, TAP, JetBlue and Emirates, among others. These agreements allow certain flight segments operated by us to be marketed and sold as United, TAP, JetBlue or Emirates flights, and vice versa. In addition, these agreements provide that our Azul Fidelidade members can earn points on or redeem points for flights with United or TAP flights, and vice versa.

We generate revenue from flights sold under codeshare agreements and we believe that frequent flyer arrangements are a key component of our Azul Fidelidade program. The loss of a significant partner, whether through bankruptcy, consolidation, or otherwise, could adversely affect us. We may also be adversely affected by the actions of one of our significant partners, such as a failure to meet their material obligations or any misconduct. These issues could expose us to liabilities, or lead to poor service delivery, which could damage our brand.

We may be adversely affected if Azul Fidelidade loses business partners or if these business partners change their policies in relation to the granting of benefits to their clients, or take other decisions or actions that are beyond our control.

Azul Fidelidade relies on key business partners for a significant portion of its gross billings. The current business partners include (i) financial institutions such as Caixa, Itaú, Livelo (Banco do Brasil’s and Bradesco’s loyalty joint venture) Inter, Nubank, C6 Bank, BTG Pactual and Santander; (ii) retailers such as Via Varejo, Magazine Luiza, KMV and Satelital Brazil; and (iii) travel partners such as Accor, Airport Park and Assistcard.

A decrease in the volume of points sold to any one of the significant partners of Azul Fidelidade for any reason, whether due to a temporary or permanent downturn in their business, financial condition, reduced activity, or their decision to adopt new loyalty strategies for their clients, could adversely affect the Azul Fidelidade business and therefore our business, results of operations and financial condition. In addition, a decision by any one of these partners not to participate in the Azul Fidelidade program could have a negative effect on our business, results of operations and financial condition.

Most agreements with the business partners of Azul Fidelidade are relatively short-term, and may be terminated or renewed under different terms when they expire or are renewed prior to expiry. In addition, some of these agreements may be terminated early due to breaches by one of the parties. The termination or failure to renew agreements with business partners of Azul Fidelidade could have a material adverse effect on the business and results of Azul Fidelidade.

The success of Azul Fidelidade also depends in part on decisions or actions of our partners that are beyond our control. Many of the business partners of Azul Fidelidade have the ability to change their policies regarding accumulation, transfer, and redemption of points, as well as develop their own platforms for clients to exchange points for rewards, including airline tickets issued by other airlines. Such changes could reduce the gross billings of Azul Fidelidade and demand for points. Changes in these policies may (i) make Azul Fidelidade less attractive or efficient for its partners’ clients; and (ii) increase competition in the loyalty sector, which may further reduce the demand for points, increase downward pressure on the average price of points and harm the business of Azul Fidelidade. If the loyalty program sector does not expand enough to accommodate new participants, or if Azul Fidelidade does not adequately respond to the market changes or to the partners’ policies, the business of Azul Fidelidade may be adversely affected.

In addition, financial institution business partners of Azul Fidelidade may change the terms and conditions of their customers’ credit card accounts, including finance charges, fees, and required minimum monthly payments, in order to maintain their competitive position in the credit card industry or to comply with, among other things, regulatory guidelines, relevant law or prudent business practices. Changes in the terms of these credit card accounts may lead to fewer new accounts, reduced credit card spending, or lower account retention, all of which could decrease the number of points accrued and sold or impact Azul Fidelidade, any of which could in turn negatively affect the revenue generated from these partnerships.

No assurance can be given that Azul Fidelidade’s business partners will not take actions that adversely affect the success of Azul Fidelidade.

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If actual redemptions by Azul Fidelidade members are greater than expected, or if the costs related to redemption of reward points increase, we could be adversely affected.

Most of Azul Fidelidade’s revenue comes from selling points to business partners. However, the earnings process is not complete when points are sold, as we incur most of our costs related to Azul Fidelidade when the points are actually redeemed by Azul Fidelidade members. Based on historical data, the estimated period between the issuance and redemption of Azul Fidelidade points is approximately nine months. However, we cannot control the timing of the point redemptions or the number of points ultimately redeemed. Since we do not incur redemption-related costs for points that are not redeemed, our profitability is partly dependent on the number of accumulated Azul Fidelidade points that remain unredeemed by Azul Fidelidade members, known as “breakage.” Breakage occurs when points are not redeemed for various reasons.

Our estimate of breakage is based on historical trends. We expect that breakage will decrease from historical amounts as Azul Fidelidade expands its network of business partners and offers a wider range of rewards to our Azul Fidelidade members. To offset the anticipated decrease in breakage, we adjust our pricing policy for points sold. If we fail to adequately price our points, or if actual redemptions exceed our expectations, Azul Fidelidade’s profitability, and consequently our own profitability, could be adversely affected. Furthermore, if actual redemptions exceed our expectations, we may not have sufficient cash on hand to cover all actual redemption costs, which could materially adversely affect us.

We depend on our senior management team, and the loss of any member of this team, including our Chairman and key executives, could adversely affect us.

Our business depends upon the efforts and skill of our senior management team, including our Chairman, who has played a key role in establishing our corporate culture, and our key executives. Our future success is dependent on the continued service of our senior management team, who are critical to the development and the execution of our business strategies. Any member of our senior management team may leave us to establish or join a competing business. While we have established compensation arrangements and non-competition agreements with our senior management team, there is no guarantee that these agreements will be sufficient to prevent them from resigning to work for or establish a competitor, nor can we be certain that these agreements would be enforceable in court. In the event that our Chairman or a number of our senior management team leave our company, we may face challenges in finding suitable replacements, which could have a material adverse effect on us.

We may be unable to maintain our culture and to retain and/or hire skilled personnel as our business grows, including pilots, which could have an adverse impact on us.

We believe that our growth potential and ability to maintain strong results are closely tied to our ability to attract and retain the best professionals in the Brazilian airline industry while preserving our customer-focused company culture. As we expand, we may be unable to identify, hire, train, and retain individuals who align with our company culture and who bring diverse skill sets. Furthermore, we may face difficulties in maintaining our culture as our business grows in size.

The airline industry has periodically experienced a shortage of skilled personnel, particularly pilots. We compete with other airlines, both within Brazil and internationally, for these highly qualified professionals. To attract and retain top talent, we may need to increase salaries and benefits, or risk significant employee turnover. Our culture is crucial to our business plan, and failure to maintain that culture and/or retain skilled personnel could have an adverse impact on us.

The airline industry is subject to increasingly stringent environmental regulations and non-compliance with these regulations may adversely affect us.

The airline industry is subject to an increasingly stringent body of federal, state, local and foreign laws, regulations and ordinances (including those in the United States and Europe) that regulate environmental protection. These laws, regulations and ordinances address issues such as air emissions, noise levels, discharges into surface and groundwater, safe drinking water, and the management of hazardous substances, oils, and waste materials.

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Brazilian environmental laws, in particular, adopt a strict and joint liability approach when it comes to civil liabilities. These laws and regulations are enforced by various governmental authorities. Non-compliance with such laws and regulations may subject the violator to administrative and criminal sanctions, in addition to the obligation to repair or to pay damages caused to the environment and third parties. Pursuant to Brazilian environmental laws and regulations, the corporate veil may be pierced to help provide sufficient financial resources are available for environment damage recovery.

We could be held liable for violations by third parties hired to dispose of our waste, among other activities. Also, we may not hold all valid environmental licenses deemed necessary by the environmental authorities to perform our activities, which could subject us to financial fines. Depending on the degree of irregularity, these fines may be up to R$50 million, or may lead to the total or partial suspension of our operations, in accordance with Federal Decree No. 6,514/2008, in addition to indemnity fines. State and municipal laws and regulations may impose distinct administrative sanctions at lower or higher values than stated above.

We are subject to risks associated with climate change, including increased regulation of our CO2 emissions, changing consumer preferences and the potential for more frequent or severe whether events that could impact our operations and infrastructure.

Efforts to transition to a low-carbon future have increased the focus of global, regional and national regulators on climate change and greenhouse gas emissions, including CO2 emissions.

In 2016, the ICAO adopted a resolution establishing the Carbon Offsetting and Reduction Scheme for International Aviation, or CORSIA, providing a framework for a global market-based measure to stabilize carbon dioxide emissions in international civil aviation, i.e., flights that depart from one country and arrive in another. CORSIA is being implemented in phases, starting with the participation of ICAO member states on a voluntary basis during a pilot phase (from 2021 through 2023), followed by a first phase (from 2024 through 2026) and a second phase (from 2027 through 2035). ICAO member states have agreed that 2019 emissions would be used as the baseline for the CORSIA pilot phase (2021-2023) and that 85% of 2019 emissions would be used as the baseline for the remainder of CORSIA’s phases (2024-2035). Accordingly, ICAO member countries further agreed to a long-term aspirational goal of reaching net zero aviation emissions by 2050. Certain CORSIA program details remain to be developed and may be influenced by political developments in participating countries or the results of the program. In 2020, we began reporting our emissions to Brazilian authorities. Brazil is expected to become a signatory of CORSIA in 2027.

To the extent most of the countries in which we operate remain members of the ICAO, we may be affected by regulations adopted under the CORSIA framework. In addition, CORSIA is expected to increase operating costs for airlines operating internationally. At this time, the costs of complying with our future obligations under CORSIA are uncertain. The potential impact of such costs would ultimately depend on a number of factors, including baseline emissions, the price of emission allowances or offsets that we would need to acquire, the efficiency of our fleet and the number of flights subject to these requirements. There is also considerable uncertainty regarding the future availability and price of carbon offset credits and sustainable or lower-carbon aircraft fuels, which could help us reduce our CO2 emissions. Due to the competitive nature of the airline industry and unpredictability of the market for air travel, we cannot assure you that we may be able to increase our fares, impose surcharges, or otherwise increase revenues or decrease other operating costs sufficiently to offset our CORSIA-related expenses. If CORSIA is not implemented as expected, we and other airlines may face an unpredictable and inconsistent set of national or regional emissions regulations, leading to a complex regulatory landscape that could affect global competitors differently, without delivering significant environmental benefits for aviation.

In addition, the proliferation of national regulations and taxes on carbon emissions in the countries where we operate domestically, including environmental regulations that the airline industry is facing in Brazil, may also affect our operational costs and margins.

44	Azul S.A.

Concerns about climate change and greenhouse gas emissions may result in additional regulations (including corporate reporting requirements) or taxes on aircraft emissions in Brazil, the United States or Europe. Any such changes could be difficult to implement and could require us to incur significant additional costs to comply, including by imposing significant additional measurements and internal controls processes and procedures regarding matters that have not been subject to measurement, reporting and managerial oversight. Moreover, certain airports have adopted, and others could in the future adopt, greenhouse gas, or GHG, emission or climate-related goals that could impact our operations or require us to make changes or investments in our infrastructure. Reporting expectations are also increasing, with a variety of commercial counterparties, including finance providers.

The European Union has proposed a directive to extend the existing emissions trading scheme, or ETS, in each European Union member state to all airlines. In June 2022, both the European Parliament and European Council adopted their respective positions on a set of measures to reform the ETS as part of the European Union’s “Fit for 55” program, an initiative published by the European Commission in July 2021. On December 6, 2022, the European Parliament and European Council reached a provisional political agreement on the revision of the ETS rules applying to the aviation sector. Under the provisional agreement, the ETS would have a narrow scope, applying only to intra-European flights, including departures to the United Kingdom and Switzerland, while CORSIA would apply to extra-European flights to and from third countries participating in CORSIA from 2022 to 2027. In 2023, the European Union adopted new legislation extending this narrow scope of the ETS until 2027, but requires a review of CORSIA’s effectiveness in 2026. If CORSIA is not deemed sufficiently effective, this could potentially lead to the expansion of the ETS to include all flights departing the European Union and the European Economic Area. Further, in 2023, the European Union adopted legislation that will impose a sustainable aviation fuel, or SAF, mandate on fuel supplied at European Union airports. Under this mandate, 2% of the jet fuel supplied in the European Union must be SAF starting in 2025, with the percentage increasing incrementally to 70% in 2050. This mandate is expected to increase the cost of SAF in the European Union. Individual European Union member states have been developing their own requirements, such as the SAF mandate in France that came into force on January 1, 2022. We currently operate three routes to and from Europe (Lisbon, Porto and Madrid) and service additional destinations in Europe through our code-sharing agreements.

All such climate change-related regulatory activity and developments may adversely affect our business and financial results. They could require us to reduce our emissions before cost-effective reduction technologies become available, potentially forcing us to make capital investments in specific equipment or technologies, purchase carbon offset credits, or incur other costs related to our emissions. Such activity may also impact us indirectly by increasing our operating costs, including fuel costs. As consumers become more aware of the dangers of climate change, some may choose to fly less frequently or opt for airlines they perceive as operating more sustainably. Business customers may also shift to alternatives to travel, such as virtual meetings and workspaces. The expansion of high-speed rail in markets currently served by short-haul flights could offer passengers lower-carbon alternatives to flying with us. Our collateral for securing loans, including aircraft, spare parts, and airport slots, could lose value as customer demand shifts and economies move to low-carbon alternatives, which may increase our financing cost.

Finally, the potential acute and chronic physical effects of climate change, such as increased frequency and severity of storms, floods, fires, rising sea levels, wildfires, excessive heat, longer-term changes in weather patterns and other climate-related events, could affect our operations, infrastructure and financial results.

Operational impacts of acute and chronic physical effects of climate change, such as delays, diversions or cancellation of flights, required us, and could further require us in the future, to incur additional operating or capital expenditures, reduce the demand for certain of our flight offerings, or otherwise adversely impact our business, financial condition, or results of operations. We could incur significant costs to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate such physical effects of climate change. The long-term implications of such events, particularly in key operating areas, emphasize the importance of proactive measures to address these challenges.

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We may incur financial losses and damages to our reputation from ESG risks.

Environmental and social risks are considered material issues for our business since they can affect the creation of shared value in the short, medium and long term, both from our organization’s perceptive and that of our key stakeholders. Further, we understand environmental and social risk as the potential for losses resulting from environmental and social events arising from our activities. We also recognize climate risk as an emerging environmental and social risk. Climate change poses a risk to our clients, suppliers and our operations, including property and equipment. See “—We are subject to risks associated with climate change, including increased regulation of our CO2 emissions, changing consumer preferences and the potential for more frequent or severe weather events that could impact our operations and infrastructure” for further information on risks associated with climate change.

In addition to regulatory and compliance risks associated with environmental laws and climate policy frameworks, evolving consumer preferences and societal attitudes could, over time, influence demand for air travel. Some consumers, particularly in certain markets, may express greater concern about the environmental impact of aviation and show increased interest in alternative or lower-emission travel options, as well as regarding diversity, inclusion, health and safety and human rights initiatives and governance standards, which could, over the long term, influence travel patterns and demand for air transportation services. Although global air travel demand has continued to grow overall and there is not yet clear evidence of a material decline in demand directly attributable to such trends, these developments could negatively impact our revenues and results of operations.

As a result, we may face increasing pressure to improve our ESG practices and disclosures. We may also be unable to complete certain initiatives or targets, either on the timelines initially announced or at all, due to technological, legal, cost, or other constraints, whether within or outside our control. Furthermore, actions or statements that we may take, based on expectations, assumptions, or third-party information we believe to be reasonable, may later be found to be inaccurate or subject to misinterpretation.

Our reputation and brand image could be adversely affected by any actual or perceived failure to maintain satisfactory practices relating to our environmental, safety, diversity, equity and inclusion or other social and governance goals. This risk includes (i) any failure to comply with applicable federal, state and international binding or non-binding legislation, standards and accords, including voluntary commitments, such as Equator Principles, Principles for Responsible Investment and National Pact for the Eradication of Slave Labor, among others; (ii) customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, including greenwashing concerns regarding our advertising campaigns and marketing programs related to our sustainability initiatives; and (iii) customer reactions to statements made by us, our employees and executives, agents or other third parties. Damage to our reputation or brand image, or loss of customer confidence in our services, could adversely affect our business and financial results, as well as require additional resources to rebuild our reputation.

If we fail, or are perceived to fail, in advancing or complying with ESG initiatives, we may be subject to various other adverse consequences, including potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary. For example, there have been increasing allegations of greenwashing against companies making significant ESG claims, often citing perceived deficiencies in their actions, statements, or methodologies, especially as stakeholder perceptions of sustainability continue to evolve. the risk is particularly pronounced in the airline industry, where claims regarding the use of “sustainable aviation fuel” and carbon offsets have been subject to intense scrutiny and associated liabilities.

In addition, new government regulations may impose new or more stringent forms of ESG oversight and expanded reporting, due diligence, and disclosure, both mandatory and voluntary. These change could lead to increased ESG-related compliance costs, including, but not limited to, increased costs related to compliance, stakeholder engagement, contracting, and insurance, thereby raising our overall operational expenses. Such increases could have a material adverse effect on our business, results of operations and financial condition.

46	Azul S.A.

We benefit from tax incentives on our purchases of jet fuel in Brazil, and these tax incentives may be suspended, changed, cancelled, revoked or not renewed at any time adversely affecting us.

The price of the jet fuel we purchase in most Brazilian states is subsidized through tax incentives provided to us by those states. Depending on the type of agreement, failure to comply with our obligations in the tax incentive agreements that we have executed with those states could lead to suspension, revocation, or non-renewal of these tax incentives by governmental authorities. However, even if we fully comply with the terms, authorities may still choose to do so if, for instance, they are no longer committed to the agreement.

To maintain these incentives, we are required to comply with various tax, labor, social and environmental obligations. These requirements may be challenged, either administratively or judicially, by third parties such as the Federal Public Prosecutor (Ministério Público Federal), other Brazilian States, or even other public authorities.

We cannot assure that the laws and regulations governing these tax incentives will remain unchanged or that the incentives will be maintained under the same favorable conditions until their expiration. Furthermore, we cannot ensure that we will be able to renew these incentives on similar terms once their current agreements expire.

Also, we cannot ensure that new tax incentives will be introduced after the expiration of tax incentives that we currently benefit from, nor that we would qualify for their terms if they are created. Furthermore, there is no assurance that any new tax incentives would offer terms and conditions equivalent to or more favorable than those currently in effect. If existing tax incentives change, expire, or we are unable to renew them, or if new tax incentives are introduced after the expiry of those in effect, or if the terms and conditions of new incentives provide less favorable terms, we could also be adversely affected.

New tax incentive agreements entered between Azul and Brazilian states shall comply with the general rules established under Complementary Law No. 160, dated August 7, 2017. Tax regimes granted before the enactment of Complementary Law No. 160/17 were validated by the National Council of Treasury Policy (Confaz) and, as a result, are not subject to cancellation. While tax agreements that fail to comply with these procedures may be revoked or have their legality challenged, Brazilian states generally do not grant new tax incentives without adhering to the rules set forth in Complementary Law No. 160/17. However, if any of these tax incentives are canceled, revoked, suspended, or not renewed, jet fuel prices would increase, potentially forcing us to reduce the number of flights we operate. Such outcomes could lead to a significant impact on our results and adversely affect us.

On December 20, 2023, the Brazilian congress approved the Constitutional Amendment No. 132/23 enacting a comprehensive tax reform on consumption. The amendment provides for the phase-out of: (i) three federal taxes: Tax over Industrialized Products (except for goods manufactured in the Manaus Free Trade Zone) Social Contribution to the Social Integration Program, or PIS, and the Social Contribution to Social Security Financing, or Cofins; (ii) one State tax, the Tax on Circulation of Goods and Services, or ICMS; and (iii) one Municipal tax, the Tax on Services, or ISS. In their place, the Constitutional Amendment No. 132/23 approved the creation of (i) the Social Contribution on Goods and Services, or CBS; and (ii) the Tax over Goods and Services, or IBS.

According to Complementary Law no. 214/25, which provides for the general rules of IBS and CBS, regional aviation services will be subject to a specific tax regime of IBS and CBS that grants a 40% reduction of the standard applicable tax rate. Although the combined IBS and CBS rate has not yet been determined, it is expected to be approximately 28%.

The Tax Reform on Consumption will be implemented as of 2027, with a transition period extending through 2032, and will become fully effective as of 2033. There are certain aspects of the Tax Reform on Consumption that are still pending regulation and, therefore, it is not yet possible to determine the full effect of these changes.

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In addition to the Tax Reform on Consumption, as of 2026, Law no. 15,270, dated November 26, 2025, revoked the tax exemption on dividends and provided for the levy of withholding income tax at a 10% rate on dividends paid to shareholders that are (i) individuals resident and domiciled in Brazil in amounts exceeding BRL50,000.00 per month; or (ii) non-resident in Brazil for tax purposes. Non-resident shareholders may be granted a tax credit in connection with such withholding tax; however, the procedures for claiming this credit are still pending regulation by the Brazilian federal government. See “Item 10. Additional Information—Taxation—Dividends”.

Additionally, Complementary Law No. 224, dated December 26, 2025, increased the withholding income tax rate applicable to interest on shareholders’ equity (juros sobre o capital próprio) from 15% to 17.5% and provided for the reduction of certain tax incentives or benefits granted under applicable legislation. The Brazilian federal government has also enacted tax decrees increasing the IOF rates applicable to certain transactions, including foreign exchange transactions and loans.

We cannot assure you that the Brazilian government will not change other taxes or implement new taxes that may adversely affect our operations.

In addition, certain tax laws may be subject to varying interpretations the tax authorities. Any increase in the amount of taxation resulting from challenges to our tax positions could adversely affect our business, financial condition and results of operations. We are also subject to inspections by tax authorities at the federal, state, and local government levels. During such inspections, our tax positions may be challenged by the tax authorities, on grounds similar to those underlying our existing disputes. There is no assurance that the provisions for such proceedings, if any, are adequate, that no additional tax exposures shall be identified, or that further tax reserves shall be required for any tax exposure. The Brazilian tax authorities have been intensifying the frequency of inspections. Any judicial or administrative proceedings related to tax matters before the courts, including the Administrative Council for Tax Appeals (Conselho Administrativo de Recursos Fiscais) and state and municipal administrative courts, may adversely affect us.

Unfavorable decisions in judicial or administrative proceedings could adversely affect us.

We and our subsidiaries are parties to various judicial and administrative proceedings, including civil, labor, social security, tax, consumer protection, civil, regulatory actions and environmental matters. We cannot assure that these lawsuits will be ruled in our favor and/or our subsidiaries, or that the amounts provisioned are sufficient to cover amounts from adverse rulings. Any decisions that are unfavorable to us or our subsidiaries, resulting in significant financial payments, damaging our reputation or the reputation of our subsidiaries, or hindering our ability to execute our business plans, could have a material adverse effect on our business, the business of our subsidiaries, financial condition, and results of operations.

We are subject to tax surveillance by tax authorities in the federal, state and municipal levels.

As a result of tax surveillance, our finances may be questioned by tax authorities. We cannot guarantee that provisions made for these investigations will be sufficient, that no additional tax exposures will arise, and that no additional tax reserves will be required to cover any identified tax exposures. Any increase taxes due as result of inquiries into our taxes matters may adversely affect our business, results of operations and financial condition.

The Brazilian tax authorities have recently intensified the number of audits they conduct. There are several fiscal issues of concern to the Brazilian authorities, including inventory control, premium amortization expenses, corporate restructuring, and tax planning, among others, which are regularly monitored. Any judicial and administrative proceedings related to fiscal matters before the courts, including the Administrative Board of Tax Resources (Conselho Administrativo de Recursos Fiscais), or CARF, and state and municipal administrative courts, may adversely affect us.

48	Azul S.A.

We are subject to certain tax legislation due to the registration of tax debts in specific payment programs overseen by tax authorities. If we fail to comply with any of the requirements of applicable legislation, the programs may be terminated and the benefits derived from them revoked.

We are registered in certain payment programs administered by competent tax authorities concerning various federal, state and municipal tax debts.

The federal, state and municipal payment programs we are party to require us to meet specific conditions, including the timely payments of debts subject to installment agreements. Failure to comply with these conditions would result in the termination of the programs and the revocation of their benefits. In such a case, the full outstanding debt would become immediately enforceable, along with any additional charges applicable under the relevant legislation at that time. This could negatively impact our operational and financial results by reinstating the debt on our liabilities.

Any violation or alleged violation of anti-corruption, anti-bribery and anti-money laundering laws, or the failure to detect such violations, could adversely affect us, including our brand and reputation.

We cannot assure that our employees, agents, or third-party contractors will not engage in actions that violate anti-corruption, anti-bribery, and anti-money laundering policies, for which we may be ultimately held responsible. We are subject to the United States Foreign Corrupt Practices Act of 1977, or the FCPA, by virtue of having operations in the United States and the listing of our ADRs on a United State stock exchange. We are also subject to the U.K. Bribery Act of 2010, Federal Law No. 8,429, of June 2, 1992, and Law No. 12,846 of August 1, 2013, as well as other national and international anti-fraud, anti-corruption, anti-money laundering, antitrust laws and other laws and regulations.

In addition, our corporate governance, policy, risk management, and compliance processes may not be able to prevent or detect: (i) violations of Federal Law No. 8,429, of June 2, 1992, Law No. 12,846 of August 1, 2013, or other violations related to other applicable laws and regulations; (ii) improper, fraudulent, and unfair conduct by our employees, shareholders, management and third parties that represent us; or (iii) conduct that is inconsistent with our ethical principles. Such violations or misconduct could adversely affect our reputation, business, financial condition and results of operations, as well as the trading price of our common shares.

Failure to comply with anti-corruption laws, anti-money laundering laws, and other laws governing business conduct with government entities, including under the FCPA and other United States and local laws, could result in criminal and civil penalties, as well as other remedial actions. Such violations could harm our brand and reputation, and have a material adverse impact on our business, financial condition, results of operations and prospects. Any investigation into actual or alleged violations of such laws could also adversely affect us, including our brand and reputation. In addition, we may be held liable for corrupt actions committed by third parties. The likelihood of these risks materializing may be heightened due to the absence of consolidated policies for identifying and monitoring politically exposed persons, or for conducting due diligence with third parties.

We are a holding company and do not have any material assets other than the shares of our subsidiaries.

We are a holding company that conducts its operations through a series of operating subsidiaries, and we provide technical and administrative services to these subsidiaries through our other subsidiaries. All the assets we use to perform administrative and technical services, as well as to operate the concessions and authorizations, are held at the subsidiary level. As a result, we do not possess any material assets other than the shares of our subsidiaries. Any dividends or payments that we may be required to make will depend on the availability of cash provided by our subsidiaries. Transfers of cash from our subsidiaries to us may be restricted by corporate and legal requirements, or by the terms of the agreements governing our indebtedness. If a shareholder were to assert a claim against us, the enforcement of any related judgment would be limited to our available assets, rather than our assets and those of our combined subsidiaries.

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Any inability to obtain or renew a material portion, or all, of the licenses, permits and authorizations necessary to conduct our business could have an adverse effect on us.

We are continually in the process obtaining and renewing federal, state, and municipal licenses, permits and authorizations required for our operations. If we fail to obtain or renew a material portion or these licenses, permits and authorizations in a timely manner, or if such licenses, permits and authorizations are suspended or revoked, this could have an adverse effect on us.

Risks Relating to Our Common Shares, Including in the Form of ADSs

Investors in our common shares, including in the form of ADSs, may experience book value dilution in the future.

As part of the Voluntary Reorganization contemplated by the Plan, we issued (i) the GUC Warrants, which entitle the GUC Trust to subscribe for 2.2% of our total outstanding common shares (or ADSs representing such common shares) on a fully-diluted basis as of the Effective Date, (ii) the American Warrants, which entitle American to subscribe for up to approximately 8.7% of our common shares (including in the form of ADSs) outstanding on the date of this annual report, and (iii) the Additional Investment Warrants, which entitle United and the Additional Investment Holders to subscribe for up to approximately 1.3% and 0.9%, respectively, of our common shares (including in the form of ADSs) outstanding on the date of this annual report. Furthermore, in connection with the implementation of the Voluntary Reorganization, we agreed to the terms of the MIP, which was approved at our extraordinary shareholders’ meeting (assembleia geral extraordinária) held on February 12, 2026. The MIP provides for equity-based awards representing up to 7.0% of our common shares on a fully-diluted basis. We have also previously established stock option and restricted share plans for key personnel, including our officers, certain managers, and other key Crewmembers.

The exercise of the Warrants and vested options by the holders could result in substantial dilution of book value for investors if the public offering price for our common shares (including in the form of ADSs) is lower than the book value of these shares when the Warrants or stock options are exercised.

In addition, if we need to raise capital for our operations by issuing new shares in the future, the issuance may occur at a price below the book value of our common shares on the relevant date. In such a case, holders of our ADSs and common shares at that time would experience immediate and significant dilution of their investment.

Trading of our ADSs and common shares in the securities markets is limited and could experience further illiquidity and price volatility; the delisting of our ADS from NYSE may continue to have a material adverse effect on the trading and price of our ADSs, and we cannot assure you that our ADSs will become listed on NYSE American or the NYSE, or will be listed on any other internationally recognized stock exchange, or that if they are ever relisted, they will remain listed.

As a result of our Voluntary Reorganization, on May 25, 2025, the NYSE notified the SEC of its intention to remove the ADSs from listing and registration on the NYSE, which delisting came into effect at the opening of business on June 10, 2025. As of the date of this annual report, the ADSs are quoted on the OTC Pink Limited Market.

The OTC Pink Limited Market is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the NYSE or other national securities exchange, designed for companies that do not qualify for, or have not applied to, higher OTC market tiers, such as OTCQX, OTCQB or OTCID. Securities quoted on the OTC Pink Limited Market are subject to reduced issuer disclosure and oversight, may have limited or no current public information available, and are often followed by fewer market participants, which may depress the trading price of our ADSs and could have a long-term adverse impact on our ability to raise capital in the future.

In addition, there can be no assurance that the ADSs will continue to be quoted on the OTC Pink Limited Market or that any public market for the ADSs will exist in the future, whether broker-dealers will continue to provide public quotes of the ADSs, whether the trading volume of the ADSs will be sufficient to provide for an efficient trading market, whether quotes for the ADSs may be blocked in the future or that we will be able to relist the ADSs on a securities exchange.

50	Azul S.A.

As described under “Item 9A. The Offer and Listing—Offering and Listing Details” we currently expect to seek a listing on NYSE American and thereafter to seek an uplisting to the NYSE, in each case, as soon as possible following satisfaction of the relevant requirements and conditions to listing. There can be no assurance that our common shares and ADSs will be listed on NYSE American or the NYSE, or if any such listing is obtained, that our common shares and ADS will continue to be listed thereon.

Our common shares are listed on the B3. The price per common share on the B3 is currently lower than the minimum share price required by the B3. The B3 has granted our request for an extension to the deadline to regain compliance with this requirement to April 30, 2026. Based on our current market capitalization, we expect to regain compliance with this requirement upon effectiveness of the Second Reverse Share Split (which we currently expect to be effective as of April 20, 2026), However, there can be no assurance that our common shares will continue to be listed on the B3.

The Brazilian securities market is substantially smaller, less liquid and more volatile than major securities markets in the United States. In addition, Brazilian securities markets may be materially affected by developments in other emerging markets, particularly other countries in Latin America. Accordingly, although you are entitled to withdraw the common shares underlying the ADSs from the depositary at any time, your ability to sell the common shares underlying ADSs in the amount and at the price and time of your choice may be substantially limited. This limited trading market may also increase the price volatility of the ADSs or the common shares underlying the ADSs, which could also result in price disparity between the trading prices of the two trading markets.

An active and liquid trading market for our common shares, including in the form of ADSs, may not be maintained, which could adversely affect the price our common shares, including in the form of ADSs.

An active and liquid public trading market for our common shares, including in the form of ADSs, may not be maintained. While our common shares currently remain listed on the B3, the ADSs were delisted from the NYSE in June 2025, and are currently quoted on the OTC Pink Limited Market. Active, liquid trading markets generally result in lower price volatility and more efficient purchases and sales of shares. If an active trading market is not maintained, the liquidity and price of our common shares, including in the form of ADSs, could be seriously harmed.

The investment in marketable securities traded in emerging countries, such as Brazil, typically carries higher levels of risk as compared to investments in securities issued in countries with more stable political and economic conditions. These investments are generally considered speculative. The Brazilian capital market is substantially smaller, less liquid, more volatile, and more concentrated than major international capital markets. As of December 31, 2025, companies listed on the B3 exchange had an aggregate market capitalization of R$4.8 trillion and a daily average trading volume of R$29.1 billion as of November 2025, according to the B3.

In addition, Brazilian investments, such as investments in our common shares, including in the form of ADSs, are subject to economic and political risks, involving, among other factors, changes in the Brazilian regulatory, tax, economic and political environment that may affect the ability of investors to receive payment, in whole or in part, in respect of their investments, as well as restrictions on foreign investment and on repatriation of capital invested.

These market characteristics may substantially limit the ability of holders of our common shares to sell them at their desired price and time, and this may have an adverse effect on the trading price of our common shares.

Furthermore, in 2023, 2024 and 2025, additional volatility was driven by extreme weather events in Brazil, including droughts and floods, which affected key sectors of the economy, as well as renewed geopolitical tensions and persistent inflationary pressures. These developments disrupted agricultural output, energy generation and transportation infrastructure, contributing to increased price volatility, supply chain pressures and heightened uncertainty regarding Brazil’s short-term growth prospects. These factors, together with uncertainty surrounding Brazil’s fiscal policies and global monetary tightening cycles, have contributed to fluctuations in the trading price of our common shares.

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Finally, the prices of shares in the global airline industry are relatively volatile and numerous factors, including many over which we have no control, may have a significant impact on the market price of our common shares, including in the form of ADSs. These risks include those described or referred to in this "Risk Factors" section, as well as, among other things:

•our operating and financial performance and prospects;

•our ability to repay our debt;

•our access to financial and capital markets to obtain additional financing or refinance our debt;

•investor perceptions of us and the industry and markets in which we operate;

•our dividend policy and capital allocation;

•future sales of equity or equity-related securities; and

•announcements by third parties of significant claims or proceedings against us.

As a result of the foregoing, investors’ perception of the market value of our shares, including our common shares in the form of ADSs, may be further impacted by increased volatility and decreases in the price of our ADSs and common shares.

Holders of our common shares, including in the form of ADSs, may not receive any dividends or interest on shareholders’ equity or may be subject to taxation as a result of such receipts.

According to our bylaws, as long as we record a net income and there are no accumulated losses, we must pay our common shareholders at least 0.1% of our annual adjusted net income as dividends or interest on shareholders’ equity, as determined and adjusted under the Brazilian Corporations Law. Interim dividends and interest on our shareholders’ equity declared for each fiscal year may be attributed toward our minimum obligatory dividend for the year in which they are declared. See “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Dividend Policy.” This adjusted net income may be capitalized, used to absorb losses or otherwise retained as allowed under the Brazilian Corporations Law and may not be made available for payment as dividends or interest on shareholders’ equity.

Additionally, the Brazilian Corporations Law allows a company like ours to suspend the mandatory distribution of dividends in any particular fiscal year if our board of directors informs our shareholders that such distribution would be inadvisable in view of our financial condition. If these events were to occur, the holders of our common shares, including in the form of ADSs, may not receive dividends or interest on shareholders’ equity.

As part of the ongoing tax reform, Law No. 15,270/25 revoked the income tax exemption on dividends as of 2026 and introduced a 10% withholding income tax on dividends paid by Brazilian companies to (i) individuals resident in Brazil, to the extent monthly payments exceed R$50,000, and (ii) non-resident shareholders. With regard to interest on shareholders' equity (juros sobre capital próprio), Complementary Law No. 224/25 increased the applicable withholding income tax rate from 15% to 17.5%. See “Item 10. Additional Information—Taxation—Dividends”.

The sale of a significant number of our common shares, including in the form of ADSs, may negatively affect the trading price of our common shares, including those in the form of ADSs.

As part of the Voluntary Reorganization, we issued (i) the equivalent of approximately 9.2 trillion common shares in the Equitization Offering, and (ii) approximately 45.5 trillion common shares in the Equity Rights Offering. See “Item 4.B. Business Overview—Voluntary Reorganization.”. Therefore, we have issued a significant amount of common shares in a short period of time, and we may issue further common shares from time to time, and the holders of such common shares may seek to sell their common shares from time to time.

52	Azul S.A.

In addition, we have entered into the Registration Rights Agreement (as defined in “Item 7.A. Major Shareholders—Registration Rights Agreement”) on February 20, 2026, as part of the Voluntary Reorganization. Pursuant to such agreement, we are required to register under the Securities Act the resale of common shares, including in the form of ADSs, held by the RRA Holders named therein. See “Item 7.A. Major Shareholders—Registration Rights Agreement.”

Sales of our common shares, including in the form of ADSs, made by any shareholders referred to above, by our affiliates, including those effected by our directors, or executive officers, or otherwise involving a large number of common shares or ADSs, or market perception of an intention to any of such sales, may negatively affect the trading price of our common shares, including in the form of ADSs.

Changes in Brazilian tax laws may have an adverse impact on the taxes applicable to the disposition of our common shares, including in the form of ADSs.

Under Law No. 10,833, of December 29, 2003, the disposition of assets located in Brazil by a non-resident holder to either a resident or a non-resident of Brazil is subject to taxation in Brazil, regardless of whether the disposition takes place inside or outside the country. This means that withholding income tax may be imposed on the gains arising from a disposition of our common shares by a non-resident of Brazil to either a resident or a non-resident of Brazil. However, there is no judicial guidance determining whether ADSs are considered assets located in Brazil, we cannot predict whether Brazilian courts will rule that withholding income tax under Law No. 10,833 applies to gains from dispositions of our ADSs. In the event that the disposition of assets is interpreted to include the disposition of our ADSs, this tax law would result in the imposition of withholding taxes on the sale of our ADSs by a non-resident of Brazil to either a resident or a nonresident of Brazil. Because any gain or loss recognized by a U.S. Holder (as defined in “Item 10.E. Taxation—Material U.S. Federal Income Tax Considerations”) on the disposition of common shares or ADSs will generally be treated as U.S.-source gain or loss for purposes of the U.S. foreign tax credit, the U.S. Holder may not be able to benefit from a U.S. foreign tax credit for Brazilian income tax imposed on the disposition of common shares or ADSs. See “Item 10.E. Taxation—Material U.S. Federal Income Tax Considerations —Sale or Other Taxable Disposition of Common Shares, Including in the Form of ADSs.”

The Brazilian government may impose exchange controls and significant restrictions on remittances of reais abroad, which would adversely affect your ability to convert and remit dividends or other distributions or the proceeds from the sale of our common shares. It could also impact our capacity to make dividend payments or other distributions to non-Brazilian investors and would reduce the trading price of our common shares, including in the form of ADSs, and our capacity to comply with payment obligations in foreign currency.

In the event of severe economic imbalances, the Brazilian government may impose restrictions on the remittance of proceeds of investments in Brazil and the conversion of the real into foreign currencies. The Brazilian government last imposed such remittance restrictions for a brief period in 1989 and early 1990. While we cannot predict whether such measures by Brazilian government will be reintroduced, if they are, it could hinder or prevent your ability to convert dividends or other distributions or the proceeds from any sale of our common shares into U.S. dollars and to remit those U.S. dollars abroad. It would also affect our capacity to make dividend payments or other distributions to non-Brazilian investors and to meet payment obligations in foreign currency. The imposition of any such restrictions would have a material adverse effect on the trading price of our common shares, including in the form of ADSs, and on our capacity to access foreign capital markets.

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If you surrender your ADSs and withdraw common shares, you risk losing the ability to remit foreign currency abroad and certain Brazilian tax advantages.

As an ADS holder, you benefit from the electronic certificate of foreign capital registration obtained by the custodian for our common shares underlying the ADSs in Brazil, which permits the custodian to convert dividends and other distributions with respect to our common shares into non-Brazilian currency and remit the proceeds abroad. If you surrender your ADSs and withdraw common shares, you will be entitled to continue to rely on the custodian’s electronic certificate of foreign capital registration for only five business days from the date of withdrawal. Thereafter, upon the disposition of distributions relating to the common shares, unless you obtain your own electronic certificate of foreign capital registration, or qualify under Brazilian foreign investment regulations that allow some foreign investors to buy and sell shares on Brazilian stock exchanges without needing a separate electronic certificates of foreign capital registration, you would not be able to remit non-Brazilian currency abroad. In addition, if you do not qualify under the foreign investment regulations, you will generally be subject to less favorable tax treatment of dividends and distributions on, and the proceeds from any sale of, our common shares.

If you attempt to obtain your own electronic certificate of foreign capital registration, you may incur expenses or may suffer delays in the application process, which could delay your ability to receive dividends or distributions relating to our common shares or the return of your capital in a timely manner. The depositary’s electronic certificate of foreign capital registration may also be adversely affected by future legislative changes.

If we do not maintain a registration statement and no exemption from the Securities Act is available, U.S. Holders of ADSs will be unable to exercise preemptive rights with respect to our common shares.

From time to time, we may offer common shares, other securities, or preemptive rights to acquire additional common shares or other securities to our shareholders, including as required under the Brazilian Corporations Law. We will not be able to offer such securities or rights to holders of ADSs unless a registration statement under the Securities Act is effective for those common shares and preemptive rights, or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file such registration statement, and we cannot guarantee that we will do so. If a registration statement is not filed and no exemption exists, Citibank, N.A., as depositary, will attempt to sell such preemptive rights or securities, and you will be entitled to receive the proceeds of the sale. However, if the depositary is unable to sell these preemptive rights or securities, U.S. holders of ADSs will not receive any value in connection with such distribution.

If you are not entitled to preemptive rights or are unable or unwilling to exercise preemptive rights in connection with the common shares, including in the form of ADSs or other securities, your investment may be subject to dilution.

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The requirements of being a public company in Brazil subject to reporting requirements in the United States may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members or executive officers.

As a public company in Brazil, we face significant legal, accounting, and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements in Brazil. In addition, as a foreign private issuer with ADSs traded in the United States, we remain subject to certain reporting and disclosure requirements under the Exchange Act and the Sarbanes-Oxley Act of 2002, as amended, and related rules implemented by the SEC. The costs of reporting and corporate governance for public companies in Brazil and for our reporting obligations in the United States have been increasing, and we expect these rules and regulations to further increase our legal and financial compliance expenses, making certain activities more time-consuming and expensive. However, we are currently unable to estimate these costs with any certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance. We may be forced to accept reduced policy limits and coverage or incur substantially higher costs to for the same or similar coverage. These laws and regulations could also make it harder for us to attract and retain qualified individuals to serve on our board of directors, our board committees, or as our executive officers, and may divert management’s attention. While our common shares remain listed on the B3, our ADSs were delisted from the NYSE on June 10, 2025, and are currently quoted on the OTC Pink Limited Market. If we fail to meet our obligations as a public company in Brazil or to maintain required reporting in the United States, we could face consequences such as the delisting of our common shares from the B3, restrictions or removal of our ADSs quotations on the OTC Pink Limited Market or delisting from NYSE American or NYSE (in each case if and when listed on such stock exchanges as described herein), fines, sanctions, and other regulatory actions, and potentially civil litigation, all of which may adversely affect us.

If securities or industry analysts do not publish research or reports about our business, or if they publish negative reports, the trading price and volume of our common shares, including in the form of ADSs, could decline.

The trading market for our common shares, including in the form of ADSs, depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price may be negatively impacted. If one or more of these analysts cease coverage of our company or fail to publish regular reposts, demand for our common shares, including in the form of ADSs, could decline, potentially leading to a decline in both the trading price and volume of our common shares, including in the form of ADSs.

Our status as a foreign private issuer allows us to follow alternative corporate governance standards to those that apply to U.S. domestic reporting companies, which may limit the protections afforded to investors.

We qualify as a “foreign private issuer” under U.S. Securities laws. These rules (and those of any U.S. national securities exchange on which we may be listed from time to time) allow foreign private issuers to elect to comply with the practices of their home country, rather than complying with certain corporate governance requirements applicable to U.S. companies with securities listed on U.S. national security exchanges. We currently adhere to certain Brazilian corporate governance practices and intent to continue doing so.

As a result of our Voluntary Reorganization, on May 25, 2025, the NYSE notified the SEC of its intention to remove the ADSs from listing and registration on the NYSE, which delisting came into effect at the opening of business on June 10, 2025. However, as described under “Item 9A. The Offer and Listing—Offering and Listing Details” we currently expect to seek a listing on NYSE American and thereafter to seek an uplisting to the NYSE, in each case, as soon as possible following satisfaction of the relevant requirements and conditions to listing. There can be no assurance that our common shares and ADSs will be listed on NYSE American or the NYSE, or if any such listing is obtained, that our common shares and ADS will continue to be listed thereon.

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As a foreign private issuer, we intend to rely on certain exemptions from the relevant stock exchange’s corporate governance rules, to the extent applicable if and when listed on any such stock exchange. For example, the NYSE rules requires that a majority of the board of directors be independent. Independence is defined by various criteria, including the affirmative determination by the board of directors that the director does not have a material relationship with the listed company. Under the listing standards of Level 2 segment of the B3, our board of directors must have at least five members, with at least 20% of them being independent. Also, the Brazilian Corporations Law and the CVM establish rules that require directors and executive officers, as well as the restrictions applicable to them. While our directors meet the qualification requirements under the Brazilian Corporations Law and the CVM regulations, we cannot guarantee that a majority of our directors would be considered independent under the rules of NYSE American and NYSE, as the case may be.

Pursuant to the Brazilian Corporations Law and CVM Resolution No. 23, dated February 25, 2021, currently in force (which replaced CVM Instruction No. 308), the statutory audit committee, if established, serves as an advisory body to the board of directors. It must be composed of independent members appointed by the board of directors, with at least one of them also being a member of the board of directors. This differs from the rules of NYSE American and the NYSE , which require all audit committee members to be a member of the board of directors. While the composition of our Audit Committee will comply with the applicable requirements of NYSE American and the NYSE (in each case, if, when and for so long as we are listed on such stock exchange), our Audit Committee may not always meet all of the NYSE’s rules for domestic reporting companies.

In addition, we do not have a nominating committee as required for U.S. issuers under the NYSE rules. While we do have a compensation committee and a corporate governance committee, if we relist on NYSE, we will not be required to comply with the NYSE standards applicable to compensation or corporate governance committees of listed companies.

Furthermore, the corporate disclosure requirements that apply to us may not be equivalent to the disclosure requirements that apply to a U.S. company and, as a result, you may receive less information about us than you would receive from a comparable U.S. company. We are subject to the reporting requirements of the Exchange Act. The disclosure requirements applicable to foreign private issuers under the Exchange Act are more limited than the disclosure requirements applicable to U.S. issuers. Publicly available information about issuers of securities listed on the B3 also provides less detail in certain respects than the information regularly published by listed companies in the United States or in certain other countries.

Accordingly, holders of our ADSs do not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of any U.S. national securities exchange on which we may be listed from time to time. For a comparison of the foregoing requirements, see “Item 16.G. Corporate Governance”.

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ITEM 4. INFORMATION ON THE COMPANY

A.History and Development of the Company

We are incorporated as a Brazilian sociedade por ações under the corporate name Azul S.A. Our headquarters are at Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo – Brazil. Our telephone number is +55 11 4134-9800 and our website is https://ri.voeazul.com.br/en. In addition, the SEC maintains a website at www.sec.gov that contains information filed electronically by us. The information contained on our website, any website mentioned in this annual report or any website directly or indirectly linked to these websites, is not part of, and is not incorporated by reference in, this annual report and you should not rely on such information. We are registered with the Board of Trade of the state of São Paulo under corporate registration number, or NIRE, number 35.300.361.130. We have been registered with the CVM as a publicly held corporation since April 7, 2017.

We were founded on January 3, 2008 by entrepreneur David Neeleman and began operations on December 15, 2008. Backed by Mr. Neeleman and other strategic shareholders, we have benefited from our partnerships and have invested in a robust and scalable operating platform. We have a management team that effectively combines local market expertise with diversified international experience and knowledge of best practices from the United States, the largest aviation market in the world, according to IATA (International Air Transport Association).

Our start-up capital in 2008 of R$400.7 million enabled us to invest up-front in a scalable operating platform and efficient young fleet. After less than six months of operations, we became Brazil’s third-largest airline in terms of domestic market share in May 2009, according to ANAC. Our passenger operating fleet has grown from three Embraer E-Jets in December 2008 to a total of 176 aircraft in our passenger operating fleet as of December 31, 2025, consisting of 61 Embraer E-Jets, 27 ATR aircraft, 60 Airbus narrowbody aircraft, 5 Airbus widebody aircraft and 23 Cessna Caravan aircraft.

In August 2012, we acquired TRIP, which at the time was the largest regional carrier in South America by number of destinations. The fleet similarity between the two airlines allowed us to integrate all of TRIP’s activities by June 2014. The TRIP acquisition substantially increased our network connectivity, enabling us to serve 106 destinations upon completion of the acquisition and to become the leading carrier in terms of departures in that year as well as to consolidate our position as a leader in Brazil’s fast-growing regional aviation market, according to ANAC (Brazil’s National Civil Aviation Agency). As of December 31, 2025 we had the largest airline network in Brazil in terms of departures and cities served, with around 970 daily departures spanning 160 destinations, creating a network of more than 390 non-stop routes.

Leveraging the strength of the network we built over the previous years, in December 2014 we started operating international flights with Airbus A330 aircraft, gaining the ability to serve millions of passengers that connected throughout our network.

As part of our plans to expand globally, we have also established codeshare agreements with carriers such as United and TAP, giving our passengers the ability to connect to more than 400 destinations worldwide in addition to the 160 destinations we currently serve.

On February 21, 2020, our wholly-owned subsidiary, ALAB, and TwoFlex (rebranded Azul Conecta), announced that they entered into a Quota Purchase Agreement under which we agreed to acquire the Brazilian regional carrier TwoFlex for the total purchase price of R$123 million. Azul Conecta is a domestic airline based in Jundiaí, Brazil, founded in 2013, that offers, currently, regular passenger service more than 60 destinations in Brazil, of which only three regional destinations were previously served by Azul. Azul Conecta’s fleet is composed of 23 owned Cessna Caravan aircraft, a regional turboprop with a 9-passenger capacity.

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In October 2021, we entered into a strategic partnership with Disney to offer a unique experience to our customers through our “magical fleet”. The initial steps of the partnership consisted of the new A320neo airplane with a Mickey Mouse-inspired painting and the A321neo airplane with a Minnie-inspired painting. During 2022, the new A320neo airplane with a Donald Duck-inspired painting and the A320neo with a Daisy-inspired painting also joined the magic fleet of Azul. In 2024, Disney's Goofy was the theme the new A320neo airplane, the fifth plane within Azul's magical fleet.

In 2025, Azul Cargo, our logistics business reached R$1.3 billion in net revenues, a 12.9% increase over 2024. In 2022, we announced the launch of the Embraer Class-F freighter, a cargo aircraft that can provide competitive advantages for our clients. Azul Cargo currently serves more than 5,100 cities and communities across the country, 2,300 of which we can deliver to in 48 hours or less.

Azul Fidelidade, our wholly-owned loyalty program, had more than 20 million members as of December 31, 2025. Azul Viagens, our vacations business, is another important driver of margin expansion. In 2025, we sold 56.6% more travel packages compared to 2024, mainly by leveraging the uniqueness of our network and the flexibility of our fleet. During weekends, for example, when utilization is normally low for airlines, we dedicated 13% of our capacity to fly exclusive non-stop leisure routes, which are ideal for Azul Viagens.

In 2025, the economic distress and travel disruptions that resulted from the COVID-19 pandemic and a catastrophic flood in 2024 which forced the temporary closure of Porto Alegre airport (one of our strategic airports), combined with a difficult macroeconomic environment led us to seek relief under the Voluntary Reorganization. Following confirmation of the Plan and our emergence from the Chapter 11 Cases on February 20, 2026, we implemented the principal restructuring measures contemplated by the Plan, which strengthened our capital structure and enhanced our liquidity position. See “Item 5. Operating and Financial Review and Prospects—Operating Results—Impact of the Voluntary Reorganization on our Results of Operations” and “Item 4.B Business Overview—Voluntary Reorganization.”

B.Business Overview

General

We are the largest airline in Brazil in terms of cities served, according to ANAC (Brazil’s National Civil Aviation Agency), with around 970 daily departures to 160 destinations, creating a network of more than 390 non-stop routes as of December 31, 2025. As the sole airline on 80% of our routes, we are the leading airline in 115 Brazilian cities in terms of departures according to ANAC, and carried about to 30 million passengers in the year ended December 31, 2025. In addition to having an extensive network, optimized fleet, and a high-quality product, we also have strategic revenue generating business units including our wholly-owned loyalty program Azul Fidelidade, our logistics solutions business Azul Cargo and Azul Viagens, our tourism travel business.

Brazil is geographically similar in size to the continental United States and is currently the fifth largest market for domestic airline passengers in the world, according to Cirium. Since 2008, the number of domestic airline passengers carried in Brazil has increased by 102% to 101 million in 2025, according to ANAC.

We have the most extensive route network in Brazil, serving 160 domestic destinations, about twice as many as our main competitors Gol and LATAM, which served 65 and 59 destinations respectively as of December 31, 2025, according to data from those companies. We are the only provider of scheduled service to 80 of our domestic destinations and hold the leading position in four out of the 10 largest domestic airports in which we operate in terms of departures, according to ANAC. Through our network, we connect travelers to destinations exclusively served by us from our three hubs, which cater to the São Paulo, Belo Horizonte and Recife markets, all among the largest metropolitan areas in the country. Notably, we are the leading airline at Viracopos airport, one of the principal airports in the São Paulo area and the largest domestic hub in South America in terms of non-stop destinations served, with a 96% share of its 140 domestic daily departures as of December 31, 2025, according to data from ANAC.

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We operate a young, fuel-efficient fleet that we believe is better tailored for Brazil than those of our main competitors, as it allows us to serve markets with different demographics, ranging from large capitals to smaller cities. As of December 31, 2025, our passenger operating fleet in service totaled 155 aircraft. with an average age of 7.2 years (excluding Cessna aircraft), which is significantly younger than that of our main competitors. We believe that our diversified fleet is optimized to efficiently match capacity to demand. This enables us to offer superior connectivity as well as more convenient and frequent non-stop service to more airports than our main competitors, Gol and LATAM, which mainly operate larger aircraft.

A key driver of our profitability is our management team’s extensive experience in implementing a disciplined, low-cost operating model. Our optimized fleet yields lower trip costs than our main competitor, according to data published by the relevant company. With the recovery and the increase in the number of next-generation Airbus A320neos and Embraer E2s in our fleet in the coming years, we expect to maintain our market-leading low trip cost advantage. In addition, we believe our FTEs per aircraft were the lowest in Brazil as of December 31, 2025. We have built a strong brand by offering what we believe is a superior travel experience, based on a culture of customer service provided by a highly-motivated and well-trained team of Crewmembers. Our service features include advance seat assignment, leather seats, individual entertainment screens with free live television at every seat in all our Embraer jets and most of our A320neos, extensive legroom with a pitch of 30 inches or more, complimentary beverage and snack services, and free bus service to key airports we serve. In addition, we offer Wi-Fi service in some of our A320neo and E2 fleet and are currently installing it in additional aircraft. As a result of our strong focus on customer service, our NPS (Net Promoter Score) average in 2025 totaled 38.5. In 2020, Azul was awarded best airline in the world by TripAdvisor, the first time a Brazilian Flag Carrier ranked number one in the Traveler’s Choice Awards. We were also recognized as the 4th most on time airline in 2025, the 6th most on time airline in 2024 and the 2nd most on time airline in 2023, with on time rates of 85.2%, 82.4% and 85.7%, respectively, according to Cirium.

We continue to invest in and expand our loyalty program Azul Fidelidade, which had more than 20 million members as of December 31, 2025. Azul Fidelidade has been the fastest growing loyalty program in terms of members in Brazil for the past nine years compared to Smiles and LATAM Pass, the loyalty programs of Gol and LATAM respectively, according to information made publicly available by such companies. We believe that the Azul Itaucard Infinite is the best positioned co-branded credit card in the Itaucard portfolio, which was awarded the “Best credit card from Brazilian airlines” by Melhores Destinos in 2025. Given our network strength and the expected growth of passenger air travel, credit card penetration and usage and customer loyalty in Brazil, we believe that Azul Fidelidade is a key strategic asset for us. Given our network strength and the expected growth of passenger air travel, credit card penetration and usage and customer loyalty in Brazil, we believe that Azul Fidelidade is a key strategic asset for us.

In the year ended December 31, 2025, we generated net revenue of R$21.6 billion and a gain for the year of R$124.9 million.

Strengths and Opportunities

Our Competitive Strengths

We believe the following business strengths allow us to compete successfully:

Largest Network in Brazil

We have the largest network in Brazil in terms of departures and cities served, with around 970 daily departures to 160 destinations, creating a network of more than 390 non-stop routes as of December 31, 2025, according to ANAC. We believe our connectivity at large hubs allows us to consolidate traffic, serving larger and medium-sized markets as well as smaller cities that do not generate sufficient demand for point-to-point service. We believe that our extensive network coverage allows us to connect more passengers than our competitors, who serve significantly fewer destinations. As of December 31, 2025, we served 160 destinations in Brazil, compared to 65 for Gol and 59 for LATAM. In addition, we were market leader in 88% of our routes as of December 31, 2025. By comparison, as of December 31, 2025, Gol and LATAM were leading carriers in 13 and 21 cities in Brazil, respectively. In addition, the routes in which we hold a leadership position represent approximately 82% of our total ASKs.

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Our Optimized Fleet Enables us to Efficiently Serve our Target Markets

Our fleet strategy is based on optimizing the type of aircraft for the different markets we serve. Our diversified fleet of ATR, E-Jets and Airbus aircraft enables us to serve markets that we believe our main competitors, who fly mainly larger narrow-body aircraft, cannot serve profitably. We believe our current fleet of aircraft allows us to match capacity to demand, achieve high load factors, provide greater convenience and frequency, and serve low and medium density routes and markets in Brazil that are not served by our main competitors. Our domestic fleet consists of Embraer E-Jets which seat up to 136 passengers, fuel-efficient ATR aircraft which seat 70 passengers, next-generation Airbus A320neos which seat 174 passengers and Cessna Caravan which seat 9 passengers, while the narrow-body aircraft used by Gol and LATAM in Brazil have between 138 and 220 seats. We also operate Airbus A330s to serve international markets, E-Jets converted to dedicated freighters and two Airbus A321 freighter aircraft to support our cargo business.

Our fleet plan focuses on maintaining a trip cost advantage relative to our main competitors while also providing us with flexibility for growth into new markets both domestically and internationally. Based on our current firm orders, we expect to continuously transform our fleet adding next-generation E2 aircraft and A320neo aircraft mainly for domestic market and improving our international fleet with A330neo aircraft replacing older generation aircraft. These new generation aircraft are more fuel-efficient than older generation aircraft, and therefore we expect that our fleet plan will allow us to maintain market-leading trip costs and to reduce our CASK, both in absolute terms and relative to our main competitors.

Optimized Passenger Yields

We utilize a proprietary yield management system that is key to our strategy of optimizing yield through dynamic fare segmentation and demand stimulation. We target both business travelers, to whom we offer convenient flight options, and cost-conscious leisure travelers, to whom we offer low fares to stimulate air travel and to encourage advanced purchases. This segmentation model has enabled us to achieve a PRASK of R$39.28 cents in the year ended December 31, 2025, and R$39.15 in December 31, 2024. We believe our superior network and product offering allows us to attract high-yield and frequent business travelers.

According to ABRACORP, in 2025, we held a 31.5% share in terms of Brazilian revenue share.

Most Efficient Cost Structure in the Brazilian Market

We have leveraged our management team’s experience by implementing a disciplined, low-cost operating model to achieve our operational efficiencies. We believe we have achieved these operational efficiencies primarily through:

•optimized aircraft for markets and routes served;

•low cost of sales, distribution and marketing through direct-to-consumer marketing, e-commerce and associated use of social networking tools;

•lower costs due to single-class cabin configuration for our domestic flights;

•operation of a modern fleet with better fuel-efficiency and lower maintenance costs than previous generation aircraft;

•innovative and beneficial financial arrangements for our aircraft, as a result of being one of the largest customers for Embraer and ATR aircraft;

•investment in check-in technology to increase operating efficiencies; and

•creation of a company-wide business culture focused on driving down costs.

As a result, on December 31, 2025 our average cost per flight of our fleet was R$55,739.

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We have a scalable operating platform that features advanced technology such as ticketless reservations, an Oracle financial system, a mobile app, and electronic check-in kiosks at our main destination airports. We believe that our scalable platform provides superior reliability and safety and will generate economies of scale as we continue to expand.

High-Quality Customer Experience Through Product and Service-Focused Culture

We believe we provide a high-quality, differentiated travel experience and have a strong culture focused on customer service. Our Crewmembers are trained to be service-oriented, focusing on providing the customer with a travel experience that we believe is unique among Brazilian airlines. We provide extensive training for our Crewmembers that emphasizes the importance of both safety and customer service. We strive to hold our employees accountable to maintain the quality of our crew and customer service.

Our service features include advance seat assignment, leather seats, individual entertainment screens with free live television at every seat in all our jets, extensive legroom with a pitch of 30 inches or more, complimentary beverage and snack service, free bus service to key airports we serve (including between the city of São Paulo and Viracopos airport) and a fleet younger than that of our competitors. We also offer Wi-Fi services in most of our A320 neo and E2 fleet.

We focus on meeting our customers’ needs and in 2025 Azul was elected the fourth most on-time airline in the world, according to Cirium. We were the first Brazilian airline to achieve this recognition in 2022, awarded by Cirium, the world's leading reference for operational data in the airline industry. An airline is considered punctual when its flights land up to 14 minutes after the planned arrival time, and Azul has been recognized for meeting this goal in most of its almost 1,000 daily flights. We are very proud to show the world the excellence of Brazilian work.

Well-Recognized Brand

We believe we have been successful in building a strong brand by using innovative marketing and advertising techniques with low expenditures that focus on social networking tools to generate word-of-mouth recognition of our high-quality service. As a result of our strong focus on customer service, surveys that we have conducted indicate that, as of December 31, 2025, 71% of our customers would recommend or strongly recommend Azul to a friend or relative. In addition, we use the NPS (Net Promoter Score) metric to measure customer satisfaction and in 2025, our average score totaled 38.5. The strength of our brand has been recognized in a number of awards, most recently being named the “Best Domestic Airline” by Melhores Destinos’s Awards 2025 for the seventh consecutive year, named the “Best Brazilian Airline” by the Consumidor Moderno’s Award 2025 for the fourth consecutive year, being named “Best Regional Airline of South America” by SkyTrax’s World Airline Awards 2025 and being named “Mais Brasil Airline” by Secretaria Nacional de Aviação Civil’s Aviação Mais Brasil 2025 Awards.

In addition, as a result of our strong brand awareness and focus on customer service, our Azul Fidelidade loyalty program had more than 20 million members as of December 31, 2025 and has been recognized with various awards, including being named “Best National Loyalty Program” for fifth time by Melhores Destinos 2024 and winning the “Points and Advantage Club Programs” category by Reclame Aqui Awards 2024.

Experienced Management Team

We believe we benefit from our knowledgeable and experienced management team. Our senior management, which has senior airline experience both in Brazil and in the United States, includes:

•our Chairman and Founder David Gary Neeleman, a dual Brazilian and U.S. citizen, who has founded five airlines in three different countries, including JetBlue Airways and Breeze;

•our Chief Executive Officer, John Peter Rodgerson, who previously served as our Chief Financial Officer and our Investor Relations Officer, where he was responsible for implementing our financial strategy and cost structure since our inception. Mr. Rodgerson also served as Director of Planning and Financial Analysis at JetBlue Airways for five years, and as President of our main operating subsidiary – ALAB, from August 2019 to October 2022;

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•our Chief Financial Officer and Investor Relations Officer, Alexandre Wagner Malfitani, who previously served as the Head of our Azul Fidelidade loyalty program, and our Director of Finance and Treasurer. Before joining Azul, Mr. Malfitani held the position of Managing Director of Treasury at United Airlines, having also worked in the finance industry, including as a fund manager at Deutsche Bank and as a trader at Credit Agricole Indosuez;

•our Chief Revenue Officer, Abhi Manoj Shah, who has nearly 20 years of experience in the aviation industry and has previously held executive positions at JetBlue Airways and Boeing. He was responsible for developing our yield management, network planning and revenue structure. Mr. Shah also serves as President of our main operating subsidiary – ALAB, since October 2022; and

•our Chief Technical Officer, Daniel Tkacz, who has been part of the Azul crewmember team since 2009 and has over 20 years of experience in the airline industry. Throughout his career at Azul, he has served as a director of Planning and as Chief Commercial Officer.

Most of our senior management team has worked together for almost ten years and has been with us since our launch. All non-Brazilian individuals on the team are residents in Barueri, State of São Paulo, with permanent work visas. Certain of our principal directors and officers are or may be equityholders in our company, and all are motivated by participation in our stock-based incentive plans, which we believe aligns shareholders’ and management’s interests. Our management team has focused on establishing a successful working environment and employee culture. We believe the experience and commitment of our senior management team have been a critical component in our growth, as well as in the continuing enhancement of our operating and financial performance.

To align senior management interests with our results of operations, we provide a leadership incentive plan based on the achievement of pre-defined company performance targets including operating margin, customer satisfaction, Crewmember satisfaction, and on-time performance. Upon emergence from our Voluntary Reorganization, we also established a stock option plan for our leadership designed to reward performance and align the incentives of our executive management team, non-management members of our board of directors, other holders of our common shares and certain employees with our long-term strategic objectives, pursuant to which equity awards of up to 7% of our outstanding capital can be granted. See “Item 6.B. Management Compensation—MIP Approved on February 12, 2026.”

Principal Strategies

Adding Larger, More Fuel Efficient, Next-Generation Aircraft to our Fleet

We intend to continue adding next-generation, more fuel-efficient aircraft to our fleet replacing older generation aircraft. In addition to providing us with leading low seat costs, these aircraft have more seats contributing to an increase in revenue generated from connecting traffic, our loyalty business, our cargo business, and our travel package business. Based on our current firm orders, we expect to continuously transform our fleet adding next-generation E2 aircraft and A320neo aircraft mainly for our domestic routes and improving our international fleet with A330neo aircraft replacing older generation aircraft.

We have begun to introduce next-generation Airbus A320neos, which have 56 more seats than our current E-Jets for longer-haul leisure service in December 2016. At that time, we started flying between our main hub in Campinas and our other hub in Recife with our next-generation Airbus A320neos. This approximately three-hour flight provides us with a 29% lower seat cost than our current E-Jets and provides sufficient seat capacity to connect customers between both hubs.

We started to introduce the Embraer E2 to replace current generation E-Jets starting in the second half of 2019. The E2s have 18 additional seats and a 25% lower cost per seat and a 14% lower cost per trip compared to the E-Jets.

We believe that by applying this strategy we will continue improving our profitability going forward by reducing our cost per seat while expanding revenue.

Implementing Capacity Discipline Through Network Optimization and Selective Growth

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Our growth plan for the next five years has been modified as a result of our Voluntary Reorganization. However, we will continue to replace old-generation with next generation narrowbody aircraft. There is still capacity in underserved domestic markets and we intend to continue identifying and entering those with high growth potential based on profitability performance. We also are concentrating our flights in our hubs. We will continue to optimize connectivity within our hub structure by selectively increasing frequencies and deploying the appropriate gauge where demand supports it, but we expect growth to be selective and evidence-based, prioritizing route economics and network contribution. Fleet deployment remains a key lever because we expect a meaningful portion of our capacity evolution to come from upgauging (including replacement of smaller aircraft with larger next-generation aircraft where appropriate), while maintaining a balanced aircraft mix and slowing new deliveries as needed to align capacity with demand and profitability. We also intend to retain and utilize cost-efficient Embraer E-Jets (E1s) where they provide attractive unit economics and schedule flexibility in our network.

We also plan to pursue selective international growth that leverages our strongest domestic feed through our core hubs (including Campinas, Belo Horizonte and Recife) and focuses on high-demand international and leisure flows, supported by our partnership ecosystem. In addition, the strategic equity investments by United Airlines and American are expected to provide not only capital, but also industry expertise and commercial support as we execute this lower-risk plan focused on disciplined capacity deployment and improved financial performance.

Continue to Unlock Value from our Azul Fidelidade Loyalty Program

As a result of the growth of our network, we believe there is an opportunity to further unlock value from our Azul Fidelidade loyalty program. With more than 20 million members as of December 31, 2025, Azul Fidelidade sells loyalty points to business partners as well as directly to program members. Our current business partners include financial institutions such as Itaú, Santander, Livelo (Banco do Brasil’s and Bradesco’s loyalty joint venture), Inter, Caixa, Nubank, BTG Pactual and C6 Bank, and retailers (includingVia Varejo, Magazine Luiza, KMV and Satelital Brazil), and travel partners (including All Accor Cross Rewards as an exclusive partner in Latin America, Airport Park and AssistCard).

In September 2014, we launched an Azul-branded credit card in partnership with Banco Itaucard S.A. In addition, in December 2015, we launched Clube Azul Fidelidade, an innovative, subscription-based product through which members pay a fixed recurring amount per month in exchange for Azul Fidelidade points, access to promotions and other benefits. We also offer members the ability to buy points to complete the amount required for a reward, or pay a fee to renew expired points or transfer points to a different member’s account. We believe that our international flights and strategic partnerships with international carriers, including United and TAP, provide our Azul Fidelidade members with a broad range of attractive redemption options.

In October 2020, we also launched an Azul co-branded credit card, the Azul Itaucard Visa Infinite, which is the best positioned card in Itaú portfolio and offers the best benefit of any airline credit card in Brazil.

We offer last-seat availability to Azul Fidelidade members and have significant flexibility to price redemptions in a way that is competitive with other loyalty programs, thus helping to maximize Azul Fidelidade’s attractiveness. We actively manage the price of our redemptions, offering very competitive fares in points when seat availability is high and optimizing margin in peak, high-demand flights. We have also developed an exclusive, proprietary pricing system, which provides ample flexibility to price redemptions within a given flight. This allows us to sell seats using several combinations of points and money. It also allows us to customize pricing using a number of different factors, such as a member’s elite tier, membership in Clube Azul Fidelidade. We are confident that this proprietary system offers more flexibility than those of our main competitors, therefore allowing us to create promotions, stimulate cross-sell of other Azul Fidelidade products, and more accurately price redemptions to maximize profitability.

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In an effort to maximize the value creation potential of Azul Fidelidade, we have been managing the program through a dedicated team since mid-2015. On a standalone basis, Azul Fidelidade’s gross billings ex-airline totaled R$3,644.0 million in the year ended in December 31, 2025. Given the number of exclusive destinations we operate, our network strength, and the expected growth of passenger air travel, credit card penetration and usage and member loyalty in Brazil, we believe that Azul Fidelidade is a strategic business for us. As Azul Fidelidade is our wholly-owned subsidiary, all of the cash flows generated by this high-growth, high-margin business accrue to our shareholders in a tax-efficient manner. We plan to continue investing in Azul Fidelidade’s expansion and evaluating opportunities to unlock value for this strategic asset.

Continue to Increase Ancillary, Cargo and Other Revenue

We intend to continue growing our ancillary, cargo and other revenue, by both leveraging our existing products and introducing new ones. We intend to focus on deriving further value from our existing ancillary and other revenue streams, which represented R$51.47 per passenger as of December 31, 2025 and included revenue from bag fees, upgrades, other passenger related fees, cargo services, sales of advertising space in our various customer-facing formats, and commissions on travel insurance sales. As a result of the introduction of larger next-generation aircraft to our fleet, we expect to have more seat availability for our Azul Fidelidade loyalty program and our Azul Viagens travel package business as well as additional cargo capacity.

Other revenue streams are expected to be mostly driven by our logistics solutions business, Azul Cargo. In 2025, Azul Cargo net revenues increased by 12.9% when compared to 2024, reaching R$1.3 billion, mainly due an increase in international cargo revenue and the expansion of our diversified customer base with retailers, manufacturers, and e-commerce operators in Brazil. We ended 2025 with a 25.1% share of cargo volume transported in Brazil, resulting from our unique network and the capillarity support it provides to our cargo business. In addition, we intend to continue growing our ancillary services and other revenue streams, including Azul Viagens, our travel package business.

Continue to Establish and Extend Strategic Partnerships

As of December 31, 2025, we had codeshare agreements with United, TAP, JetBlue, Turkish Airlines, Ethiopian Airlines, Emirates, Air Canada, Copa Airlines, ITA Airways, Avianca Colombia and Air Europa as well as 31 interline agreements with a number of other international airlines, including Etihad Airways, Lufthansa, Swiss and Aerolineas Argentinas, allowing us to handle passengers traveling on itineraries that require multiple flights on multiple airlines, thereby widening our network. As part of our plans to expand globally, we have established strategic partnerships with United and TAP.

United is a Strategic Investor and a fundamental party in the transactions contemplated by the Voluntary Reorganization. As of the date hereof, United holds, directly and indirectly, 8.7% of our common shares outstanding on the date of this annual report. See “Item 4.B. Business Overview—Voluntary Reorganization.”

As part of TAP’s privatization process in 2016, a consortium of private investors (including our founder) acquired a stake in TAP, and we invested €90 million in exchange for bonds issued by a TAP bonds issuer that were convertible into a 41.25% economic interest in TAP. On March 14, 2019, we further acquired a fully-diluted economic stake of approximately 6.1% in TAP from Hainan Airlines (Hong Kong) Co. Limited for a purchase price of US$25 million.

On August 10, 2020, as informed at TAP’s extraordinary shareholders’ meeting, in light of the crisis caused by the COVID-19 pandemic, the Portuguese government negotiated a €1.2 billion aid package for TAP with the European Commission, conditioned upon, among other factors, the elimination of the right to convert the senior bonds into equity so that they would not be diluted by the Portuguese government’s financial contribution. On October 2, 2020, we concluded the sale of our equity participation in TAP as part of the restructuring effort led by the Portuguese government, raising approximately R$70 million in cash.

Notwithstanding the foregoing, we continue to maintain commercial partnerships with TAP and United through our interline and codeshare agreements. As a result of our existing interline and codeshare agreements with United and TAP, our customers have access to more than 400 additional destinations worldwide.

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We view these and possible future relationships with other airlines as strategic ways of allowing us to expand our network with connectivity throughout the United States, Europe and Asia without having to commit the full resources on our own. We believe that our existing and future customer base are increasingly taking advantage of the ability to fly internationally, and we aim to be able to offer our Brazilian customers a seamless ability to do so, whether by purchasing tickets on partner airlines on our website or through connected and complimentary schedules facilitating onward travel outside of Brazil. In addition to facilitating a more global network for us through these partnerships, we are exploring a variety of cooperative arrangements, including additional interline agreements, code-sharing, access to partner airlines’ frequent flyer programs and possible cobranding efforts. We believe that our strategic partnerships with United and TAP provide our Azul Fidelidade members with a broad range of attractive redemption options and enhance the overall value proposition of our loyalty program. We also see opportunities to leverage these relationships to facilitate greater operating efficiencies by utilizing partner expertise in maintenance, cargo transport and even possible pilot and crew training and redeployment, as well as redeployment of redundant or unneeded aircraft. We continuously explore opportunities with our partners to determine the most effective and beneficial ways to leverage these relationships for all parties.

We view our partnerships as critical to our global connectivity but also as a way to addressing macroeconomic pressures in Brazil. By working with our partners, we believe we have and can continue to adapt to changing economic conditions and do so swiftly in areas involving our fleet, crews and operating expenses. We expect to continue evaluating strategic partnership opportunities, including investments and acquisitions, that allow us to improve our network, offer more attractive benefits to our Azul Fidelidade members, enhance our brand and build loyalty and revenue.

Description of Our Products and Services

Our principal product is the scheduled air transportation of customers, which generates passenger ticket and non-ticket revenue. In addition, we generate revenue through our wholly-owned Azul Fidelidade loyalty program, our cargo transportation operations, and our travel and tourism operations.

Scheduled Air Transportation

We target business travelers by offering convenient and frequent service to numerous destinations, 85 of which we served exclusively as of December 31, 2025. We also target leisure travelers with our extensive route network and our segmented pricing model, offering low fares for advance purchases. In connection with our scheduled air transportation services, we generate passenger ticket revenue and other revenue, such as passenger related ancillary revenue, cargo revenue through our Azul Cargo business, and the sale of travel packages, through our Azul Viagens business.

Passenger Revenue

We believe our extensive network and our range of product offerings allow us to attract high-yield business travelers, who we believe make up the largest component of our ticket revenue and customers. According to ABRACORP, we held a 31.5% share in terms of Brazilian business-focused travel agency revenue and our average business-focused travel agency ticket price was the highest compared to our main competitors in the year ended December 31, 2025. We attribute this to our network connectivity, which provides business passengers with several connection options allowing them to more easily and conveniently reach their destinations, as well as to the fact that we are the only player in certain markets that are attractive to business travelers. Leisure travelers, by contrast, are typically more price sensitive than business travelers, but tend to be more flexible regarding flight schedules.

Passenger revenue also includes revenue derived from the sale of Azul Fidelidade points to third parties. For more information, see “Item 4.B. Business Overview—Azul Fidelidade Loyalty Program.”

In the year ended December 31, 2025, passenger revenue was R$19,997.7 million, representing 92.4% of our net revenue. Ancillary items such as bags, upgrades, itinerary changes and other air travel-related fees are recognized in passenger revenue.

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In addition to generating passenger revenue derived from the sale of tickets and Azul Fidelidade points, we generate ancillary revenue by selling travel insurance and by charging fees for certain services, such as checked baggage fees, cancellation fees, change fees, no-show fees, call center booking fees, online booking fees.

Other Revenue

Other revenue streams are expected to be mostly driven by our logistics solutions business, Azul Cargo. In 2025, Azul Cargo net revenues increased by 12.9%, reaching R$1.3 billion, due to the business growth in the fourth quarter, expanding our diversified customer base with retailers, manufacturers, and e-commerce operators in Brazil. We ended 2025 with a 25.1% share of cargo volume transported in Brazil.

We replaced two 737-400 freighter aircraft with two Airbus A321 freighters. We offer cargo transportation services to over 5,100 cities and communities, more than 2,300 of which we can deliver to in 48 hours, and we have around 350 cargo stores across Brazil that offer our cargo transportation services. We transport cargo by air and hire independent third parties to transport and deliver cargo to its final destination by ground transportation. While we are liable to our customers for proper cargo delivery, our agreements with such independent third parties provide for our right of recourse against them if any losses occur during the ground transportation.

We also derive revenue streams from our travel and tourism operations, Azul Viagens, which combine airfare, ground transportation and lodging options. The travel packages we offer are either pre-built or flexible and customized and can be purchased through our website or, as of December 31, 2025, at one of the 6,765 travel agencies that offer our travel products or at one of our more than 129 free-standing stores.

Other revenue was R$1.6 billion in 2025, representing 7.6% of our net revenue, respectively. Non-passenger related items including cargo, travel packages, and revenue from aircraft subleases are recognized under other revenue.

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Route Network

We offer flights to every region in Brazil and to select international destinations. The map below shows the destinations and routes we currently serve.

image (5).jpg

As of December 31, 2025, we served 160 destinations, including 144 cities across every region in Brazil, the largest number of destinations offered by a Brazilian airline and our flights represented 35.5% of the total domestic departures in the country, according to ANAC. Our main hub is in Campinas at Viracopos airport, approximately 100 kilometers (62 miles) from the city of São Paulo. From Viracopos airport, we provided non-stop service to 72 Brazilian cities accounting for 96% of that airport’s 140 daily domestic departures as of December 31, 2025.

The increase in flights from Campinas, our main hub, illustrates the success of our demand stimulation model. Throughout Brazil, our Campinas hub offers superior connectivity for passenger connections, with the highest number of non-stop services of any airport in the country, for the year ended December 31, 2025. As a result of our focus on underserved markets, we have been able to establish a successful platform that has seen a significant increase in demand at Viracopos airport over the last 15 years.

Our second largest hub is located at Belo Horizonte’s main airport, where we served 61 non-stop domestic destinations and had a 74% share of that airport’s 113 daily departures as of December 31, 2025. This hub serves Belo Horizonte, which is the capital city of Minas Gerais, the third wealthiest state in Brazil according to IBGE.

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We also have a hub in Recife, which serves 42 non-stop destinations. We had a 70% share of Recife’s airport’s 66 daily domestic departures as of December 31, 2025. Recife is one of the largest cities in the Northeast of Brazil, and this hub allows us to increase flight connectivity within the Northeast region to other parts of Brazil.

Our diversified network allows us to connect not only our main hubs but also strategic airports throughout Brazil located in, among other places, São Paulo (Guarulhos and Congonhas airports), Rio de Janeiro (Santos Dumont and Galeão airports), Porto Alegre, Cuiabá, Belém and Manaus.

Domestic Routes

The table below shows the number of non-stop domestic destinations offered by us and by our main competitors at select airports as of December 31, 2025:

Non-stop Domestic Destinations by Airport (December 31, 2025)

Airport	Azul	Gol	Latam	Azul Ranking
Campinas	72	3	1	1
Belo Horizonte	61	8	5	1
Recife	42	6	6	1
Rio de Janeiro (SDU+GIG)	11	30	22	3
Cuiabá	18	5	3	1
Porto Alegre	11	6	7	1
Curitiba	20	6	6	1
São Paulo (CGH)	18	42	30	3
São Paulo (GRU)	10	38	54	3
Belém	21	8	6	1

Source: ANAC and Azul

The table below shows our top ten cities served by average number of departures per day as of December 31, 2025.

Airport	Azul Average Number of Departures per Day	Azul Leadership Position (departures)
Campinas	140	1
Belo Horizonte (Confins)	113	1
Recife	66	1
Rio de Janeiro (Santos Dumont+GIG)	43	3
Curitiba	32	1
Porto Alegre	28	1
Cuiabá	15	1
São Paulo (Guarulhos)	26	3
São Paulo (Congonhas)	37	3
Belém	25	1

Source: Azul

Our focus on providing a large route network with convenient service has enabled us to become the market leader in 115 cities and 88% of our routes in terms of departures, being the only operating airline in 85 cities and the leader on 88% of our routes as of December 31, 2025. By comparison, as of December 31, 2025, Gol and LATAM were leading carriers in 13 and 21 cities in Brazil, respectively. In addition, the routes in which we hold a leadership position represent approximately 82% of our total ASKs and 86% of our total passenger revenue.

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The table below shows the number of cities we serve and the number of cities in which we are a market leader in terms of departures by cities served in comparison with Gol and LATAM, as of December 31, 2025.

Azul Route Position (Domestic, Dec 2025)	Domestic Cities Served	Cities where #1*	Number of Daily Departures
Azul	144	115	819
Gol	65	12	626
Latam	58	22	749

Source: ANAC and Azul

* Considers leadership in terms of number of departures

Our extensive network coverage allows us to offer more itineraries and connections than our competitors, which serve a lower number of destinations.

We believe our optimized fleet is uniquely tailored to the Brazilian market and to our growth strategy, allowing us to serve cities with different demographics ranging from large capitals to smaller cities throughout Brazil. For more information on our fleet, see “Item 4.B. Business Overview—Fleet.” As a result, we believe we effectively match capacity to demand by offering more convenient and frequent non-stop service than Gol and LATAM, which mainly fly larger aircraft within Brazil, and we believe are limited to serving only a subset of cities profitably due to infrastructure restrictions that do not affect certain of our aircraft. We believe we are effective in adjusting our capacity to meet demand by timing aircraft deliveries and maintenance schedules accordingly. We intend to continue to grow sustainably and profitably by further adding new domestic and international destinations, interconnecting the cities that we already serve and increasing frequency in existing markets.

International Routes

Our international expansion strategy is based on connecting our strong presence in various cities in Brazil through our hubs in Campinas, Belo Horizonte and Recife with our current long distance international destinations, including Fort Lauderdale, Orlando, Lisbon, Porto and Madrid, as well as selected destinations in South America. In addition, we serve other international destinations according to seasonal demand.

We believe our main hub in Campinas, which offers non-stop flights to 70 domestic destinations and is the largest domestic hub in South America in terms of destinations served is uniquely suited to serve our international routes due to our focused domestic route structure, both in terms of passengers and overall connectivity throughout Brazil. Once in Campinas, our international passengers are able to take advantage of our full domestic route structure to connect to every region in Brazil. In the United States, we already serve Fort Lauderdale and Orlando, Florida from Viracopos, Belo Horizonte and Recife.

To enhance our connectivity outside of Brazil, we have entered into codeshare and frequent flyer reciprocity agreements with United and TAP and other airlines and 31 interline agreements with several other international carriers. For more information on our codeshare arrangements and strategic partnerships, see “Item 4.B. Business Overview—Strategic Partnerships, Alliances and Commercial Agreements.”

In March 2016, we established a strategic partnership with TAP, further supporting our plans to expand globally. For more information regarding our investment in TAP, see “Item 4.B. Business Overview—Strategic Partnerships, Alliances and Commercial Agreements—TAP.” As a result of this strategic partnership, in June 2016, we successfully launched a non-stop codeshare flight between our and TAP’s main hubs, Campinas and Lisbon, respectively. As of December 31, 2025, TAP served over 80 destinations, including more than 10 destinations in Brazil, and therefore was the number one European carrier serving Brazil in terms of number of seats and flights. We believe our flight to Lisbon enhances our passenger connectivity between Brazil and Europe and allows our business and leisure passengers to take advantage of TAP’s network to access key destinations in Europe. Furthermore, we expect to continue taking advantage of our network connectivity by adding select destinations in South America to be served by our narrow-body aircraft.

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Customer Service

We believe that a high-quality product and exceptional service significantly enhance customer loyalty and brand recognition through word-of-mouth, as satisfied customers communicate their positive experience to others. Based on this principle, we have built a strong company culture focused on customer service that serves as the foundation of a differentiated travel experience. According to surveys we have conducted, as of December 31, 2025, 71% of our customers would recommend or strongly recommend Azul to a friend or relative. In addition, we use NPS (Net Promoter Score) to measure customer satisfaction, and in 2025 our score totaled 38.5.

Our service features include advance seat assignment, leather seats, individual entertainment screens with free live television at every seat in all our jets, extensive legroom with a pitch of 30 inches or more, complimentary beverage and snack service, free bus service to key airports we serve (including between the city of São Paulo and Viracopos airport). We also offer Wi-Fi services in most of our A320 neo and E2 fleet.

Crewmembers

Our Crewmembers are specifically trained to implement our values in their interactions with our customers, particularly through being service-oriented and taking individual initiatives, focusing on providing customers with a travel experience that we believe is unique among Brazilian airlines. We strive to instill our “customer comes first” and “can do” approach in all our Crewmembers, which is reflective of how we manage our business.

Product Features

We endeavor to provide our passengers with a differentiated travel experience focused on convenience and comfort. To serve this goal, we offer customers the following features:

•advance seat assignment;

•leather seats;

•individual entertainment screens with free live television at every seat in all our jets;

•extensive legroom with a pitch of 30 inches or more;

•complimentary beverage and snack service on domestic flights;

•free bus service to certain key airports we serve (including between the city of São Paulo and Viracopos airport); and

•four-seat “SkySofas,” offering full-length beds in certain economy class cabins.

On December 31, 2025, our bus transportation services between São Paulo and Viracopos airport had more than seven departures daily distributed through a single bus line leaving Congonhas airport in São Paulo, transporting an average of more than 8,000 passengers monthly.

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On-Time Performance

Our commitment to operating an on-time airline with a high-quality customer experience, which we believe is unique among Brazilian airlines, has resulted in us been ranked among the top ten most on-time low-cost carriers in the world since 2016.

The following table sets forth certain performance-related customer service measures for the periods indicated:

	For the year ended December 31,
	2025		2024		2023
On-Time Performance(1)	85.2	%	82.4	%	85.7	%
Completion Rate(2)	99.1	%	98.5	%	98.6	%
Mishandled Bag Rates(3)	5.13		4.99		3.83		Source: Cirium and Azul
---	---
(1)	Percentage of our scheduled flights that were operated by us and that arrived on time (within 15 minutes).
(2)	Percentage of our scheduled flights that were operated by us, whether or not delayed (i.e., not cancelled).
(3)	Number of bags mishandled per 1,000 passengers.

Strategic Partnerships, Alliances and Commercial Agreements

As part of our plans to expand globally, we have established strategic partnerships that allow us to improve our overall network, expand our international connectivity, offer more attractive benefits to our Azul Fidelidade customers, enhance our brand and build customer loyalty and revenue. These strategic partnerships provide for expanded cooperation through commercial cooperation agreements, codeshare and interline arrangements, as well as marketing initiatives, loyalty program reciprocity or benefit sharing, enhanced service levels at airports and equity and debt investments in us by our partners, or by us in our partners.

Our commercial cooperation agreements establish broad frameworks for cooperation in such areas as code-sharing, interlining, marketing, service and aircraft and engine maintenance, among other areas. Interline agreements are entered into among individual airlines to handle passengers traveling on itineraries that require multiple airlines, allowing passengers to utilize a single ticket and to check their baggage through to their final destination. Code-share agreements differ from interline arrangements in that they allow airlines to identify a flight with an airline’s code even though the flight is operated by another airline, which enhances marketing and customer recognition.

We have entered into a commercial cooperation, a codeshare and frequent flyer reciprocity agreements with United and TAP and have entered into another nine codeshare and 31 interline agreements with several other international carriers, including Etihad Airways, Lufthansa, Swiss and Aerolíneas Argentinas. We believe these strategic relationships allow us to increase our load factor on flights departing from Brazilian airports operated by our partners and expand our brand exposure internationally for our Brazil-based and international customers. Our codeshare agreements with United, TAP, JetBlue, Turkish Airlines, Ethiopian Airlines, Emirates, Air Canada, Copa Airlines, ITA Airways, Avianca Colombia and Air Europa allow us to sell flights to the main destinations served by these carriers, contributing to the growth of our international operations and offering our passengers additional connectivity beyond Brazil. Furthermore, our relationships with other carriers allow us to expand our cargo operations by offering these services beyond the locations served by our own aircraft.

As a result of these arrangements and relationships, our customers have access to more than 400 additional destinations worldwide. We believe that our strategic relationships with our partner airlines provide our Azul Fidelidade members with a broad range of attractive redemption options and allow us to leverage our Azul Fidelidade program beyond our own network. We continue exploring joint ventures and other arrangements with our strategic partners to determine the most effective and beneficial ways to expand our business and increase profitability through these relationships.

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United

Our alliance with United enhances the reach of our network and creates additional connecting traffic, as both we and United cross-sell each other’s flights on our websites. This arrangement provides customers flying on both airlines with a seamless reservation and ticketing process, including boarding pass and baggage check-in to their final or any other destination. United is a principal member of StarAlliance, but Azul currently has no plans to join such alliance.

In addition, United is a Strategic Investor and a fundamental party in the transactions contemplated by the Voluntary Reorganization. As of the date hereof, United holds, directly and indirectly, 8.7% of our common shares outstanding on the date of this annual report. See “Item 4.B. Business Overview—Voluntary Reorganization.”

We expect that our overall relationship with United, including the code-sharing, commercial and other arrangements that are either in place or being discussed by us, will increase international travel by Azul customers to the United States and other international destinations that we do not serve but which are served by United. We also expect that such relationship will increase traffic of United customers to and across Brazil via our network of domestic locations beyond the limited airports served by United in Brazil.

TAP

TAP is the national carrier of Portugal and is a leading carrier between Europe and Brazil. We have had a long relationship with TAP since our inception.

TAP was wholly-owned and operated by the Portuguese government until June 2015, when it was privatized. At that time, Atlantic Gateway, SPGS, Lda. (an entity that was jointly owned by our founder, Hainan and another European investor) owned 45% of TAP’s voting shares, employees held a 5% interest, and the Portuguese government had an ownership of 50% of the voting shares. On March 14, 2019, we acquired a 6.1% economic stake in TAP for US$25 million.

In connection with TAP’s privatization process, we invested €90 million in 7.5% bonds due March 2026, secured by an interest in TAP’s loyalty program, convertible at our option into newly issued TAP equity securities without any further payment by us.

On July 3, 2020, TAP announced an agreement with the Portuguese government in exchange for financial support in the amount of €1.2 billion. The agreement consists of the sale of Azul's indirect stake in TAP of 6.1%, for approximately R$65 million, and elimination of the right to convert the TAP Bonds held by the Company in an aggregate principal amount of €90 million maturing in 2026, according to the terms and conditions of the transaction, which was approved by Azul shareholders at an extraordinary general meeting held on August 10, 2020. All other contractual conditions of the senior bonds were required to be maintained, including the status of senior creditor, annual interest rate of 7.5%, the right to the constitution of guarantees agreed on the respective terms and conditions, such as TAP's loyalty program. As of the date hereof, the TAP Bonds are unsecured.

TwoFlex

On February 21, 2020, our wholly-owned subsidiary ALAB and TwoFlex announced that they have entered into a certain Quota Purchase Agreement under which Azul agreed to acquire the Brazilian regional carrier TwoFlex for the total purchase price of R$123 million. TwoFlex, rebranded “Azul Conecta” is a domestic airline based in Jundiaí, Brazil, founded in 2013, and currently offers regular passenger and cargo service to more than 70 destinations in Brazil, of which only three regional destinations were previously served by Azul. Azul Conecta’s fleet is composed of 23 owned Cessna Caravan aircraft, a regional turboprop with a capacity of 9 passengers. The transaction was approved without restrictions by the Administrative Council for Economic Defense (CADE) on March 27, 2020 and on May 14, 2020, Azul announced the completion of the acquisition process of TwoFlex and the purchase price payments were completed in 2022.

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Revenue Management

Our revenue management model is focused on effective pricing and yield management, which are closely linked to our route planning, and our sales and distribution methods.

The fares and the number of seats we offer at each fare are determined by our internally developed, proprietary, proactive yield management system and are based on a continuous process of analysis and forecasting. Past booking history, load factors, seasonality, the effects of competition and current booking trends are used to forecast demand. Current fares and knowledge of upcoming events at destinations that will affect traffic volumes are also included in our forecasting model to arrive at optimal seat allocations for our fares on specific routes. We use a combination of approaches, taking into account yields and flight load factors, depending on the characteristics of the markets served, to design a strategy to achieve the maximum revenue by balancing the average fare charged against the corresponding effect on our load factors.

Our model of fare segmentation seeks to maximize revenue per seat through dynamic inventory adjustment depending on demand. By increasing price segmentation, we are able to ensure that we continue to attract and retain high-yield business traffic including last-minute seat availability for late-booking business travelers, which is integral to our revenue management, as well as leisure travelers who usually pay lower fares for tickets purchased in advance.

Utilizing the appropriate aircraft for a specific market enables us to better match capacity to demand. As a result, we believe we are able to enter new markets, cater to underserved destinations with high growth potential and provide greater flight frequency than our main competitors. With this model, we optimize revenue through dynamic fare segmentation, targeting both business travelers, who appreciate the convenience of our frequent non-stop service, and cost conscious leisure travelers, many of whom are first-time or low-frequency flyers, and for whom we offer low fares to stimulate air travel and encourage advance purchases.

We utilize a proprietary yield management system that is key to our strategy of optimizing yield through dynamic fare segmentation and demand stimulation. We target both business travelers, to whom we offer convenient flight options, and cost-conscious leisure travelers, to whom we offer low fares to stimulate air travel and to encourage advanced purchases. We believe our superior network and product offering allows us to attract high-yield and frequent business travelers.

Azul Fidelidade Loyalty Program

Our wholly-owned loyalty program Azul Fidelidade, which was launched in May 2009, aims to enhance customer loyalty and brand recognition. Azul Fidelidade had more than 20 million members as of December 31, 2025. Azul Fidelidade members earn at least one point and up to four points per each real spent in tickets on Azul.

Redemptions of points for one-way tickets start at 3,000 points and go up for more expensive flights. Azul Fidelidade also offers a points plus cash option, in which tickets can be purchased using a combination of cash and Azul Fidelidade points. Periodically, as a promotional tool, we may offer awards for fewer than 3,000 points. We believe that with a system that awards at least as many points as Brazilian reais spent, customers perceive they are also receiving a higher reward for their purchases. At the same time, we believe that the variable amount of points required to redeem awards gives us flexibility in exercising discretion over the costs we incur in relation to these redemptions.

We offer last-seat availability to Azul Fidelidade members and have significant flexibility to price redemptions in a way that is competitive with other loyalty programs, thus helping to maximize Azul Fidelidade’s attractiveness. We actively manage the price of our redemptions, offering very competitive fares in points when seat availability is high and optimizing margins in peak, high-demand flights. We have also developed an exclusive, proprietary pricing system, which provides ample flexibility to price redemptions within a given flight. This allows us to sell seats using several combinations of points and money. It also allows us to customize pricing using a number of different factors, such as a member’s elite tier, membership in Clube Azul Fidelidade. We are confident that this proprietary system offers more flexibility than those of our main competitors, therefore allowing us to create promotions, stimulate cross-sell of other Azul Fidelidade products, and more accurately price redemptions to maximize profitability.

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Most Azul Fidelidade points expire two years after issuance. Frequent flyers achieve “Azul Fidelidade Topázio” (Topaz) status when they accumulate 6,000 qualifying points or 6 segments, “Azul Fidelidade Safira” (Sapphire) status once they accumulate 10,000 qualifying points or 10 segments, “Azul Fidelidade Diamante” (Diamond) status once they accumulate 12,000 qualifying points and 12 segments during a given calendar year or spend R$25 thousand on air fares or other air related expenses such as upgrades and additional baggage, pet fees and seat assignment. There is also the newest tier “Azul Fidelidade Diamante Unique” (Unique Diamond) that can be achieved by accumulating 26,000 qualifying points and 26 segments or R$50 thousand on air fares or other air related expenses. Topázio, Safira, Diamante or Diamante Unique status is valid during the rest of the year of qualification and the entire following year, and provides the following benefits, among others: bonus points, check-in privileges at major airports like Viracopos, Santos Dumont, Confins, Brasília and others, priority boarding, higher baggage allowances, and dedicated telephone and e-mail services.

We have also created a new group of Azul Fidelidade customers by invite only, Azul One, through which the members have access to exclusive benefits, differentiated customer service and customized experiences. Invitations will be made at the Company’s discretion, once a year based on the customer’s flight history and frequency, their preference for premium products and other aspects of their relationship with Azul.

Since the program’s inception, Azul Fidelidade members have generally demonstrated a willingness to pay higher average fares than those paid by non-members. We believe this is in part because of high customer satisfaction, increased passenger loyalty and because many of our business travelers, who frequently purchase more expensive, last-minute tickets, are typically also Azul Fidelidade members.

Our current Azul Fidelidade business partners, which offer Azul Fidelidade members options to accrue and redeem points, include financial institutions such as Itaú, Santander, Livelo (Banco do Brasil’s and Bradesco’s loyalty joint venture), Inter, Caixa, Nubank, BTG Pactual and C6 Bank, and retailers (Via Varejo, Magazine Luiza, KVM and Satelital Brazil), and travel partners (including All Accor Cross Rewards as an exclusive partner in Latin America, Airport Park and Assist Card).

In September 2014, we also launched an Azul-branded credit card in partnership with Banco Itaucard S.A. In addition, in December 2015, we launched Clube Azul Fidelidade, an innovative subscription-based product through which members pay a fixed recurring amount per month in exchange for Azul Fidelidade points, access to promotions and other benefits. We also offer members the ability to buy points to complete the amount required for a reward, or pay a fee to renew expired points or transfer points to a different member’s account. Finally, we believe that our international flights and loyalty program partnerships with international carriers, including United, TAP, Emirates and Copa provide our Azul Fidelidade members with a broad range of attractive redemption options.

To maximize the value creation potential of Azul Fidelidade, we have been managing the program through a separate, dedicated team since mid-2015. On a standalone basis, Azul Fidelidade’s gross billings excluding the airline totaled R$3,644 million for the year ended December 31, 2025, R$3,427 million for the year ended December 31, 2024 and R$2,692 million for the year ended December 31, 2023. We believe Azul Fidelidade has significant growth potential.

Given the number of exclusive destinations we operate, our network strength, the expected growth of passenger air travel, credit card penetration and usage and member loyalty in Brazil, we believe that Azul Fidelidade is a key strategic asset for us. We plan to continue investing in Azul Fidelidade’s expansion and evaluating opportunities to unlock value for this strategic asset.

A sample of the key operating statistics demonstrating Azul Fidelidade’s growth are set forth below:

	2025	2024	2023
Gross billings ex-airline (in millions of reais)	3,644	3,427	2,692
Total members (in millions)	20.1	18.2	16.6
Total partners	80	102	103	74	Azul S.A.
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Marketing

A core pillar of our strategy is celebrating and investing in Brazilian culture. Through sponsorship of major cultural events such as the Festival Folclórico de Parintins (city of Parintins’ folk festival), São João festivities and Carnival, we actively support traditions that define the country’s identity. These initiatives position us not only as an airline, but as a company that contributes to Brazil’s development and cultural vitality.

We also introduced a dedicated campaign for our loyalty program Azul Fidelidade, designed to educate customers on how to better use their points and maximize benefits. By simplifying communication, encouraging smarter redemption and increasing engagement, we strengthened long-term relationships and expanded customer loyalty.

In addition, our strategic partnership with Disney, launched in 2021, created a unique experience for our customers through our “magical fleet,” featuring aircraft inspired by beloved characters such as Mickey, Minnie, Donald, Daisy and Goofy. Beyond brand visibility, this collaboration significantly strengthened our tourism ecosystem and positioned our tour operator Azul Viagens as one of the largest sellers of Disney vacation packages in Brazil.

Across all initiatives, we pursue high marketing impact with efficiency, leveraging digital platforms, onboard media, experiential activations and strategic partnerships. Together, these strategies position our brand as the leader in emotional connection with people - combining national pride, world-class collaborations and meaningful customer engagement to build lasting relationships.

Sales and Distribution

We currently sell our products through six primary distribution channels: (i) our website, (ii) our mobile app, (iii) our call center, (iv) airport stations, (v) Azul Viagens freestanding stores, and (vi) third parties such as travel agents, including through their websites. Direct internet bookings by our customers represent our lowest cost distribution channel.

We intend to continue working to increase sales through online channels, in particular sales through our website and our mobile app, as these sales are more cost-efficient and involve lower distribution costs than sales through travel agencies. In conjunction with Navitaire, a provider of host reservation services and other ancillary services, including data center implementation services, network configuration and design services, we developed a direct connection to travel agencies using online portals that bypass expensive distribution through GDS, resulting in a considerably lower indirect distribution cost. This allows travel agencies to use common internet programming schemes, which have almost fixed low costs that do not vary by sales, to develop their front end, mobile and internet applications with a direct connection to our reservation system. In connection with sales booked through travel agents, we pay incentive commissions to travel agents who attain our sales targets rather than upfront commissions.

We maintain a high-quality call center, staffed solely with our Crewmembers, as we believe that having a high-quality call center is crucial to our culture focused on customer service. We charge a fee for reservations made through our website and call center to offset its operating costs.

Fleet

As of December 31, 2025, Azul had a passenger operating fleet of 153 aircraft and a passenger contractual fleet of 199 aircraft, with an average aircraft age of 7.2 years excluding Cessna aircraft.

Our operating fleet excluding Cessna Caravan aircraft has an average age of 7.2 years, which is significantly younger than the average of our main competitor. We believe operating a young fleet leads to better reliability, greater fuel efficiency and lower maintenance costs. Our Embraer E-Jets seat up to 118 customers, our next-generation Airbus A320neos accommodate 174 passengers and our fuel-efficient ATR aircraft seat 70 customers, while the aircraft used by our two principal competitors in Brazil have between 144 and 220 seats. As of December 31, 2025, the average trip cost of our fleet was R$55,739.

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In addition to leveraging the strength of our domestic network and maximizing the growth potential of our loyalty program and cargo operations, in December 2016, we began adding next-generation Airbus A320neo aircraft to our fleet with lower seat and trip costs to serve longer-haul leisure and peak hour focus-city to focus-city service. For example, on long-haul flights such as a flight between Campinas and Salvador, the trip cost flying a next-generation Airbus A320neo is approximately only 5% higher than the trip cost of an E-195. However, as the next-generation Airbus A320neo has 56 more seats than the E-195, its CASK is 29% lower. As a result, by adding next-generation aircraft to our fleet, we expect to maintain market-leading trip costs and to reduce our CASK, both in absolute terms and relative to our main competitors.

The following tables set forth the composition of (i) our contractual fleet, which consists of aircraft that are contractually leased or owned by us and; (ii) our operating fleet, which consists of aircraft that are being operated by us, including spare aircraft, for the periods indicated.

Total Contractual Fleet	Number<br>of seats		As of December 31,
		2025		2024		2023		2022		2021		2020		2019
Embraer aircraft
E-190/195	106-118		40		45		47		55		57		67		70
E-195-E2	136		46		32		20		14		9		9		4
ATR aircraft
ATR 72	68-70		42		40		44		44		42		39		33
Airbus aircraft
Airbus narrowbody	174-214		64		59		55		52		49		45		41
Airbus widebody	242-298		7		13		12		16		14		13		10
Cessna Caravan	9		26		27		27		27		17		17		—
Boeing 737 (Freighter)	—		2		2		2		2		2		2		2
Total Contractual Fleet			227		218		207		210		190		192		160	Total Operating Fleet	Number<br>of seats	As of December 31,
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		2025		2024		2023		2022		2021		2020		2019
Embraer aircraft
E-190/195	106-118		43		30		42		43		47		53		55
E-195-E2	136		18		28		20		14		9		7		4
ATR aircraft
ATR 72	68-70		27		32		39		40		33		33		33
Airbus aircraft
Airbus narrowbody	174-214		60		58		55		52		47		45		38
Airbus widebody	242-298		5		12		11		12		11		11		10
Cessna Caravan	9		23		23		24		19		17		17		—
Boeing 737 (Freighter)	—		2		2		—		2		2		2		2
Total Operating Fleet			178		185		191		182		166		168		142

As of December 31, 2025, 39 aircraft of our fleet were owned or debt-financed and 188 were financed under leases. Our owned aircraft and debt-financed aircraft were financed through credit facilities with different creditors, almost all of which was denominated in U.S. dollars as of December 31, 2025.

Based on our current firm orders, we have contractually assumed the commitment to acquire 61 aircraft, 52 directly from manufactures and nine from lessors.

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Embraer

We were the first and currently are the only airline in Brazil to operate Embraer E-Jets. We believe that our successful launch of the Embraer E-Jets in the Brazilian market is a result of the significant experience of most of our senior management team, who were trained in operating and maintaining E-Jet aircraft in the United States. We believe this experience provides us with a significant advantage over any competitor that may intend to reproduce our model.

We have a strong and close partnership with Embraer, which is headquartered in São José dos Campos, São Paulo, approximately 100 km from our headquarters in the city of Barueri, state of São Paulo, and approximately 150 km from our main hub in Campinas, São Paulo. Our Embraer E-Jets have a two-by-two cabin layout with no middle seats, and our aircraft are configured to offer standard seats with 31 inches of legroom and premium seats called “Espaço Azul” with 34 inches of legroom. Our over-wing exit seats (four per aircraft) offer a spacious 39 inches of legroom. Our first generation of Embraer E-Jets (the “E1s”) are fuel-efficient, with fuel consumption averaging approximately 20% less than a Boeing 737 series, according to Embraer, and thus offering significantly lower trip costs than larger narrow-body aircraft. Embraer E-Jets continue to feature state-of the-art fly-by-wire technology, which continues to provide operating safety while reducing pilot workload and fuel consumption.

The new generation of Embraer E-Jets (the “E2s”) have 18 additional seats, accommodating up to 136 passengers, and offering 26% lower cost per seat and 14% lower trip cost compared to the E1s.

ATR

We are one of the largest ATR operators in the world and ATR is the world’s largest manufacturer of 50-to-70-seat turboprop aircraft. ATR turboprop aircraft provide significantly lower operating costs than jets, with fuel consumption averaging approximately 45% per trip less than a comparably sized jet. The ATR 72-600 is the newest member of the ATR family known for its high efficiency, dispatch reliability and low fuel burn. It features a new glass cockpit, communications and flight management system. Like Embraer E-Jets, ATR aircraft have a two-by-two layout with no middle seats, and our aircraft are configured to offer 30 inches of legroom, which is comparable to our Embraer E-Jets. We began operating ATR aircraft in March 2011 for two strategic purposes: to serve short-haul direct routes between smaller destinations where jet aircraft would be less profitable, and to feed customer traffic from secondary markets into our main hubs. As of December 31, 2025, we had 27 ATRs in our existing network.

Airbus

As part of our strategy to maintain a young and efficient fleet, we expect to progressively add next-generation Airbus 320neo family aircraft to our fleet up to 2029. The next-generation Airbus A320neo family replaces the current A320ceo family, featuring a new engine option and other improvements such as aerodynamic refinements, large curved winglets (sharklets), weight savings, and a rearranged cabin that accommodates up to 174 passengers with larger luggage spaces, and an improved air purification system. Our A320neos are equipped with CFM International LEAP-1A engines and have approximately 15% less fuel consumption and less noise production when compared to the A320ceos, as well as an increase in range of approximately 500 nautical miles.

We began operating the Airbus A330-200 aircraft (the “A330ceo”), configured up to 272 seats, in December 2014, and currently serving Fort Lauderdale, Orlando, Lisbon, Porto and Madrid with these aircraft. According to Airbus, the A330 aircraft delivers better economics than competing aircraft, meets higher environmental standards, and provides greater passenger comfort. We also have Airbus A330-900neo aircraft (the “A330neo”). This aircraft comes with 298 seats in a high-density configuration. The cabin interior is divided into 34 business class, 108 “Economy Extra,” and 156 economy seats. The A330neo has the most advanced passenger cabin today dubbed “Air Space by Airbus,” bringing together an enhanced experience for passengers and optimum performance based on comfort, ambience, service and design. Moreover, the A330neo reduces fuel consumption by 14% per seat compared to the A330ceo, making it the most cost-efficient, medium range widebody aircraft in the market.

We expect to add next-generation E2 aircraft replacing older generation aircraft, bringing much more comfort to our customers and more efficiency in terms of fuel consumption and CO₂ emission, resulting in a reduction in the cost per seat and helping us to achieve carbon neutrality by 2045.

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Fuel

Fuel costs are our largest operating expense. Fuel accounted for 33.0%, 34.6% and 34.9% of our total operating expenses for the years ended December 31, 2025, 2024 and 2023, respectively. Aircraft fuel prices are composed of a variable and a fixed component. The variable component is set by the refinery and reflects international price fluctuations for oil and the Brazilian real/U.S. dollar exchange rate. This variable component is re-set monthly in the Brazilian market, as opposed to daily in North America and Europe. The fixed component is a spread charged by the supplier and is usually a fixed cost per liter during the term of the contract.

We purchase fuel from a number of distributors in Brazil, principally from Raízen Combustíveis Ltda., Air BP Brasil Ltda. and Vibra Energia (formerly BR Distribuidora). All such companies are authorized by the National Petroleum Agency (Agência Nacional do Petróleo), or ANP, to market products derived from oil for aviation throughout Brazil, with whom we have agreements to purchase all of our jet fuel needs in certain locations, usually under long term contracts. For our international flights departing from outside of Brazil, we purchase fuel from local providers.

International oil prices, which are denominated in U.S. dollars, are volatile and cannot be predicted with any degree of certainty as they are subject to many global and geopolitical factors. For more information on the fuel-related risks we face, see “Item 3.D. Risk Factors—Risks Relating to our Business and the Brazilian Civil Aviation Industry—Substantial fluctuations in fuel costs or the unavailability of fuel, which we primarily source from a single supplier, could have an adverse effect on us”.

Airlines often use West Texas Intermediate, or WTI, crude or heating oil future contracts to protect their exposure to jet fuel prices. In order to protect us against volatile oil prices, we have entered into derivative future contracts in the past and may do so from time to time. We also have the possibility of negotiating customized hedging products directly with fuel distributors, with the purpose of locking in the cost of the jet fuel we will consume in the future, and protect ourselves against any fuel price or exchange rate risk.

Moreover, building on our operations team’s significant experience with the E-Jet and Airbus aircrafts, we operate an active fuel conservation program involving reducing taxi times, taxiing using a single engine, and managing the aircraft’s load balance, angle of attack and cruising airspeed for optimal fuel-efficiency. We have a robust program to reduce the auxiliary power unit (APU) utilization during transit time and we are working together with the relevant authorities to optimize the air space to reduce our flown distance.

The following chart summarizes our fuel consumption and our fuel costs for the periods indicated.

	For the Year Ended December 31,
	2025		2024		2023
Liters consumed (in thousands)	1,427,847		1,324,982		1,291,297
Aircraft fuel (R$ in thousands)	5,710,291		5,583,503		5,890,485
Average price per liter (R$)	4.00		4.21		4.56
Percent increase (decrease) in price per liter	(5.10)	%	(7.68)	%	(16.18)	%
Percent of operating expenses	33.0	%	34.6	%	34.9	%

Airports and Other Facilities and Properties

Airports

Currently, a significant number of Brazil’s public airports are currently managed by INFRAERO, an airport operator wholly-owned by the Brazilian government, or by private concession holders. Brazil’s airline industry has grown significantly over the past years and, as a result, some of Brazil’s airports face significant capacity constraints.

78	Azul S.A.

Airlines and service providers may lease areas within federal, state or municipal airports, such as hangars and check-in counters, cargo terminals, ticket counters and back offices, subject to concessions or authorizations granted by the authority that operates the airport – which may be federal, the state, the municipality or a private concession holder, as the case may be. No public bid is required for leases of spaces in passenger terminal, although federal typically conducts processes similar to a public bidding process if there is more than one applicant, for cargo terminals or hangars. In other cases, the use may be granted by a simple authorization or permission issued by the authority that operates the airport. In the case of airports operated by private entities, the use of concession areas is subject to a commercial agreement between the airline and the airport operator.

With respect to our international facilities, we have entered into lease agreements or other occupancy agreements directly with the applicable local airport authority on varying terms dependent on prevailing practice at each airport. It is customary in the airline industry to have agreements that automatically renew. Our terminal passenger service facilities of ticket counters, gate space, operations support area and baggage service offices generally have agreement terms ranging from less than one year to five years. These agreements can contain provisions for periodic adjustments of rental rates, landing fees and other charges applicable under the type of lease and the extension of the concession term. Under these agreements, we are responsible for the maintenance, insurance, utilities and certain other facility-related expenses and services.

In 2011, the Brazilian government started to grant the operation of certain airports in Brazil by way of concessions following public bids. Between 2011 and 2019, 22 airports have been privatized after bidding procedures, including our three hubs, Viracopos, Confins and Recife airports. The concessions for these airports have terms of between 20 and 30 years. In April 2021, the Brazilian government auctioned off another 22 airports located in the Southern, Mid and Northern regions of the country.

Following the concession for the operation of Viracopos airport, our largest hub, in February 2012, a series of new investments for Viracopos airport have been made by Aeroportos Brasil, a private consortium that won the bid to operate Viracopos airport. In April 2016, Aeroportos Brasil transferred all operations to a new passenger terminal, which is approximately six times larger than the old terminal. Total investments at Viracopos airport totaled approximately R$3.0 billion between 2012 and 2016.

As a result of the transfer of our operations to the new passenger terminal at Viracopos airport, we signed a “Terminal Transfer Incentive Agreement” with Aeroportos Brasil which established a detailed construction schedule for this new terminal and gave us certain rights to impose penalties in the event of noncompliance. Due to the fact that Aeroportos Brasil has not complied with certain contractual obligations under this agreement, we have retained 40% of the airport landing fees from February 2017 until May 2018. As a result of this retention, Aeroportos Brasil filed a collection action against us, which was settled in May 2018 and, consequently, the retention of airport landing fees was resolved. Pursuant to the settlement agreement, we agreed to finish some certain areas of the construction of the new terminal at Viracopos Airport using the airport landing tariffs retained from Aeroportos Brasil. For more information on this proceeding, see “Item 8.A. Consolidated Statements and Other Financial Information —Legal Proceedings.”

On March 19, 2020, Aeroportos Brasil applied to ANAC for the rebidding of Viracopos airport as part of its judicial recovery plan. The Brazilian government authorized the rebidding process on July 17, 2020, and deadlines for completing the licensing process and auction were subsequently extended to July 16, 2024. In April 2021, a consortium named GCA submitted a feasibility study for the new bidding process, which was approved by ANAC and forwarded to the Brazilian Federal Court of Accounts (Tribunal de Contas da União). The process was suspended in early 2022 but resumed in December 2022. In August 2023, Aeroportos Brasil requested to discontinue the rebidding process and retain control of the terminal. The Ministry of Ports and Airports proposed a consensual solution in December 2023, which was initially accepted but discontinued in October 2024 due to lack of agreement on compensation terms. Negotiations resumed with a new deadline of June 2, 2025, as established by the Brazilian Federal Court of Accounts. The rebidding process was not concluded by this deadline, and the Brazilian Federal Court of Accounts subsequently declared the deadline lapsed. As a result, ANAC may resume all proceedings and measures that had been stayed, including potential forfeiture of the concession agreement. As of the date of this annual report, we have no further updates on this matter.

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Our second largest hub is Confins airport, the main airport in Belo Horizonte, whose concession was granted to private operators in 2013. In 2016, this concession concluded the construction of a new passenger terminal increasing Confins airport’s capacity to up to 22 million passengers per year. We are the leading carrier at Confins airport with a 74% share of its domestic departures to 61 destinations in 113 domestic daily flights as of December 31, 2025.

In July 2014, ANAC enacted a resolution establishing new procedures to allocate slots in airports operating at full capacity. Through such allocation, we received 26 new slots at Congonhas airport. In November 2014, we started operating 13 daily flights from Congonhas airport to some of our most profitable markets including Belo Horizonte, Porto Alegre, and Curitiba, leveraging the connectivity we have in these cities and expanding our flights available to São Paulo passengers. In August 2019 ANAC announced a temporary distribution of 41 slots in Congonhas airport previously operated by Avianca Brasil, of which 15 slots were allocated to us. As a result, we adjusted our flight schedules at Congonhas airport and since September 2019, we started operating a shuttle service between Congonhas and Rio de Janeiro and between Congonhas and Belo Horizonte ceasing to operate flights to Porto Alegre and Curitiba. In 2022, Azul achieved an important advance in its presence in Congonhas. With the new rules for slot distribution defined in Resolution No. 682/2022 and the increased capacity in Congonhas operations, Azul increased its number of slots at this airport from 26 to 84. As a result, Azul started to offer more scheduled flights from Congonhas to important destinations such as Brasília, Porto Alegre, Curitiba, Belo Horizonte, Recife and Rio de Janeiro as of March 26, 2023.

We built a hub in Recife to increase flight connectivity within the Northeast region of Brazil. Recife has the largest GDP of Brazil’s Northeast region according to IBGE and is our closest Latin American hub for non-stop flights to both Europe and the United States. Our Recife hub serves 42 destinations. We had a 70% share of Recife’s airport, and 66 daily domestic departures as of December 31, 2025. Our diversified network allows us to connect not only our main hubs but also strategic destinations throughout Brazil such as São Paulo (Guarulhos and Congonhas airports), Rio de Janeiro (Santos Dumont and Galeão airports), Porto Alegre, Cuiabá and Manaus.

Other Facilities and Properties

Our principal corporate offices and headquarters are located in the city of Barueri, state of São Paulo, where we lease 9,241.43 square meters under three lease agreements that expire in December of 2035. We also lease a 900 square foot office complex in Fort Lauderdale, United States.

We also lease four hangars totaling 29,560.64 square meters for our full capacity maintenance center in Belo Horizonte, with lease expirations up to 2035. We also lease a hangar in Manaus totaling 3,133.20 square meters and one in Cuiabá totaling 2,535.71 square meters for line maintenance of E-Jets and ATR with leases expiring in 2028 and an indefinite period, respectively. We also lease a hangar in Campinas totaling 92,219.86 square meters, with the lease expiring in 2042. Our pilot and cabin crew training facility, UniAzul, located at Viracopos Airport has 14,576 square meteres is under a lease that expires in 2027. UniAzul is located less than one mile from Viracopos Airport, our main hub. This facility provides training services to both our own Crewmembers, including pilots, and third parties on a commercial basis. At UniAzul, we train all of our Crewmembers, including pilots, flight attendants and maintenance technicians. As part of our extensive training program at UniAzul, we operate two E-Jet flight simulators, one ATR flight simulator and two A320 flight simulators, which are fully flight capable, a technology that we believe none of our main competitors have. We also provide training and grant access to our on-site flight simulators to third parties, including TAP, Embraer and the Brazilian Air Force. We have plans to expand the training programs offered at UniAzul through partnerships with technical schools and universities.

Competition

Domestic

Airlines in Brazil mainly compete based on routes, fares, flight frequency, capacity, airport presence and operating rights, service reliability, brand awareness, loyalty programs and customer service.

Air travel in Brazil historically has been concentrated in a limited number of hubs located in the country's largest cities.

80	Azul S.A.

Additionally, we believe that markets with a history of underserved demand, typically located in less populated areas of the country, cannot be profitably served by the larger aircraft in the Boeing 737 and Airbus A320 families—which make up the core fleets of our main competitors—and are better served by the smaller, lower-cost aircraft we operate, such as Embraer E-Jets and ATRs.

With the growth of the Brazilian airline sector, we may face increased competition from our main competitors and from charter airlines, as well as new market entrants who lower their fares to attract passengers in some of our markets.

The two largest airlines in Brazil in terms of RPK (Revenue Passenger Kilometers) are Gol and LATAM. Both Gol and LATAM operate similar hub-and-spoke networks that require passengers on many of their routes to connect through São Paulo, Rio de Janeiro, or Brasília. The main competitive factors on routes served by more than one airline include: ticket fares, total cost, flight availability, aircraft type, passenger amenities, number of destinations served from a city, customer service, punctuality, reputation and safety record, codeshare agreements and frequent flyer programs.

The table below shows the historical market shares on domestic routes based on the number of departures:

Domestic Market Share — Number of Departures	2025		2024		2023
Latam	32.8	%	30.5	%	30.0	%
Gol	28.5	%	26.1	%	27.4	%
Azul	35.5	%	37.0	%	36.2	%

Source: ANAC

Due to our business model, which is based on stimulating demand in underserved markets, we believe we are less susceptible to the effects of fare competition involving our main competitors that operate out of São Paulo airports. As of December 31, 2025, 16% and 14% of our domestic network overlapped with that of Gol and LATAM, respectively. In Campinas, our main hub, only 3 out of 71 domestic destinations had direct overlap with Gol or LATAM as of December 31, 2025.

While Gol, LATAM, or any other airline may enter markets we currently serve exclusively or in which we hold a large share, we believe our comprehensive connectivity allows us to avoid competition in several markets in which we operate, especially from competitors operating larger aircraft like Gol and LATAM, since serving these markets profitably with larger aircraft is more difficult.

Before we began operations, Gol and LATAM controlled more than 90% of the Brazilian aviation market. From 2008 to 2015, the market grew significantly, partly due to (i) our entry, which stimulated demand, and (ii) organic market growth, with more people using air travel. As a result, although Gol and LATAM lost market share after our entry, the number of passengers transported by both companies increased after that time. In December 2025, we held a 29.1% share of the domestic RPK market, according to ANAC.

The table below shows the number of domestic destinations served by the main Brazilian airlines on the indicated dates:

	Number of Domestic Destinations<br><br>Served For the year ended on 31 December
	2025	2024	2023
Azul	160	160	160
Gol	65	65	68
LATAM	59	59	53	Azul S.A.	81
---	---

In the domestic market, in addition to other airlines, we also compete with other forms of transportation, primarily interstate bus services. Due to the absence of rail transportation in Brazil, bus services have traditionally been the most economical option for long-distance travel for a large portion of the Brazilian population. We believe our low-cost business model has given us the flexibility to price fares in a way that stimulates demand for air travel among passengers who previously traveled long distances primarily by bus. In particular, we believe many of our fares are competitive with the cost of road travel on many of our routes, sometimes comparable to or even cheaper than bus fares to the same destination. Additionally, promotional fares for certain flights during specific periods or when booked in advance directly compete with interstate bus fares on those routes.

International

We currently are the only carrier in Viracopos airport that offers non-stop service to the United States and Europe. As we expand our international services to select international destinations, our pool of competitors may increase and we may face competition from Brazilian, North American, South American and other foreign airlines that are already established in the international market and that participate in strategic alliances and codeshare arrangements. In addition, non-Brazilian airlines may decide to enter or increase their schedules in the market for routes between Brazil and other international destinations, which would also drive up competition.

In 2010, ANAC approved regulations regarding international fares for flights departing from Brazil to the United States and Europe, which gradually removes the previous minimum fares. In 2010, ANAC approved the continuity of bilateral agreements providing for open skies policies with other South American countries, as well as a new open skies policy with the United States. The open skies policy with the United States was approved by the Brazilian National Congress in March 2018. In March 2011, Brazil also signed an open skies agreement with Europe, which was initially expected to come into force in 2014 but still lacks the necessary approvals from the Brazilian executive branch in order to be considered and ratified by the Brazilian National Congress. These new regulations should increase the number of passengers in South America and may enable the expansion of our international services.

During 2025, our market share on international operations of Brazilian airlines in routes to/from Brazil based on RPKs:

International Market Share—Airline	RPK	Market Share
LATAM	31,826,027,150	65.32	%
Azul	10,065,507,436	20.66	%
GOL	6,818,237,262	13.99	%
Other	11,595,219	0.03	%
Total	48,721,367,067	100.0	%

Source: ANAC

Maintenance

Safety is our core value. Aircraft maintenance, repair and overhaul are critical to the safety and comfort of our customers and the optimization of our fleet utilization. Our maintenance policies and procedures are regulated by FAA, EASA and ANAC requirements, and our aircraft maintenance programs are approved by ANAC and are based on manufacturers’ maintenance planning documents and recommendations. We employ our own experienced qualified technicians to perform line maintenance services rather than relying on third-party service providers. All technicians are certified by ANAC and meet stringent qualification requirements. Our maintenance technicians undergo extensive initial and ongoing training provided by UniAzul and by our aircraft and engine manufacturers to ensure the safety and continued airworthiness of our aircraft. Our training programs are all approved by ANAC.

We have developed a technical operations organization structure and a Continuous Analysis and Surveillance System, or CASS, aimed at achieving the highest level of safety, airworthiness, customer-worthiness, dependability, quality and cost efficiencies of our aircraft fleet.

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With this in mind, we have established an engineering and quality assurance department that oversees the compliance of all airworthiness requirements, and provides oversight of all maintenance activities in accordance with ANAC regulations and our CASS. Our engineering technical services set the standards and specifications for maintaining our aircraft and engines, monitor the performance reliability of the aircraft systems, engine and components, perform root-cause analyses of defects, and forecast long-term and short-term maintenance activities. We have also implemented aircraft and engine health monitoring programs to determine preventative or corrective actions. The newer generation aircraft and engines are able to transmit over ten times more performance data to the airline and aircraft manufacturer engineers, contributing to a higher reliability performance and improved safety. Our engineering and quality assurance Crewmembers are trained and qualified in technical and airworthiness management with relevant aircraft type training and certification.

Aircraft maintenance and repair consists of routine and non-routine maintenance work and is divided into two general categories: line maintenance and base maintenance.

Line maintenance consists of routine, scheduled daily and weekly maintenance checks on our aircraft, including pre-flight, daily and overnight checks, any diagnostics and routine repairs and any unscheduled items on an as needed basis. All of our line maintenance is currently performed by our own experienced and certified technicians, primarily in Campinas, Porto Alegre and Belo Horizonte, in addition to other airports we serve.

Base maintenance consists of more complex tasks that cannot be accomplished during an overnight visit and require well-equipped facilities, such as hangars. Base maintenance checks are performed following a pre-scheduled agenda and work scope for major checks. The scheduled interval for such major checks is set forth in the ANAC Approved Maintenance Program, and is based on the number of hours flown, landings and/or calendar time. Base airframe maintenance checks (which do not cover engine performance and overhaul shop visits) may normally take from one week to one month to be accomplished, depending on the manpower requirements of the work package, and typically are required approximately every 18 months. Engine performance and overhaul shop visits are performed approximately every three years.

We currently perform all base airframe maintenance checks for our ATR aircraft and most of the E-Jets base airframe maintenance at our full-capability maintenance facility in Belo Horizonte and outsource certain base airframe maintenance checks for our E-Jets, Airbus A320neos and A330s to FAA, EASA and ANAC certified maintenance, repair and overhaul providers. Since April 2020, we are performing maintenance checks for our Airbus and E-Jet aircraft at our new full-capability maintenance facility in Campinas.

We hold concessions for three hangars at our ATR full-capability maintenance center in Belo Horizonte, where we perform airframe heavy checks, line maintenance, painting and interior refurbishment of our ATR aircraft. We also have one hangar in Manaus and Cuiabá for E-Jets and ATR line maintenance.

Our current strategy is to outsource all engine repair, performance restoration and overhaul shop visit maintenance to qualified third parties. As such, we have entered into the following long-term flight hour agreements with the following parties; most of such agreements require us to make monthly payments based on utilization and, in turn, these agreements transfer certain risks to the third party provider:

a)Rolls-Royce, the manufacturer of the Trent 700 and Trent 7000 engines installed on our A330 and A330neo wide-body aircraft fleet, respectively—Separate power-by-the-hour agreements, or Total Care, each effective throughout the period in which we operate each engine part of the agreement, which provides for comprehensive engine repair, performance restoration, overhaul, engine condition monitoring and diagnostics management of Trent 700 and Trent 7000 engines fleet.

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b)CFM International, a joint venture between GE and Safran Aircraft Engines, the manufacturer of the Leap 1A engines installed on our next-generation Airbus A320neo family fleet—A power-by-the-hour twelve year agreement, which provides for the repair, performance restoration, overhaul, engine conditioning monitoring and diagnostics management of each Leap 1A engine fleet. Under this agreement, GE had the obligation to develop its GE Celma plant in Petrópolis near Rio de Janeiro to perform our engine maintenance with full capability by 2020, which it has fulfilled. This will result in significant reduction in turnaround time and engine spares inventory, and will avoid the cost of shipping engines to the United States for maintenance.

c)Pratt & Whitney, the manufacturer of the PW1900G engines installed on the E2 aircraft fleet—A power-by-the-hour twelve year agreement for each engine effective from the delivery date of the first aircraft and covering the repair, performance restoration, overhaul, engine conditioning monitoring and diagnostics management of the engine fleet.

To support the maintenance of our aircraft, we have entered into component flight hour services program agreements with various industry-leading specialists in the supply, exchange, repair, and lease of commercial aircraft repairable spares. These programs provide us with comprehensive inventory solutions for component repair, on-site inventory and access to spare parts exchange pools for our ATR, E-Jets, and Airbus aircraft fleets. Such programs allow us to optimize our component maintenance costs, improve our cash flow forecasting and achieve the high standards of component reliability required to maximize our aircraft availability. These agreements require us to make monthly payments based on flight hours, and in turn, the agreements transfer certain risks related to the supply and repair of component parts to the third-party service provider.

We have entered into the following long-term component flight hour agreements with the following parties:

a)ATR — An agreement expiring in 2033 which covers the component repair, on-site inventory and access to a spare parts exchange pool for our ATR72-600 aircraft fleet.

b)Embraer — E2 aircraft fleet is supported by an agreement expiring in 2033 which covers the component repair, on-site inventory and access to a spare parts exchange pool.

c)Airbus — Separate agreements for both the A320neo and A330 fleet expiring in 2028 and 2036, respectively, which cover the component repair, on-site inventory and access to a spare parts exchange pool.

Safety and Quality

We are committed to the safety and security of our customers and Crewmembers as well as certified by the IATA Operational Safety Audit – IOSA, an internationally recognized quality and safety evaluation system designed to assess the operational management and control systems of an airline. We maintain an Operational Safety Team, divided into four departments that report to a General Manager: (i) Operational Safety, (ii) Maintenance and Occupational Safety, (iii) Ground Operations Safety, and (iv) Crisis and Emergency Response. The General Manager itself reports directly to the Director of Quality and Safety. Other three areas report directly to the Director of Quality and Safety: (i) Safety Promotion and Training, (ii) Quality and Safety Performance, (iii) Security. All our safety and quality team members have significant experience in the aviation industry and some of them have previously worked for international airlines and aircraft manufacturers, which provides them not only knowledge of airline safety and quality systems, but also familiarity with the fleet we operate.

The Operational Safety and Safety Promotion and Training departments are responsible for safety programs such as managing Safety Reports (voluntary and mandatory), Human Factors, the Flight Data Monitoring – FDM, and Line Oriented Safety Audit – LOSA, which maximizes reactive, proactive, and predictive actions to achieve high levels of safety in our operations.

The Quality and Performance department conducts audits and inspections in all operational areas in accordance with the Quality Management System. These stringent standards and requirements are key to assuring the very highest levels of safety and quality throughout the operational areas.

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Maintenance and Occupational Safety strictly adheres to all activities related to the Safety Management System, or SMS, including the SMS standards established by ANAC, which follows the highest recognized safety standards in the world. The International Civil Aviation Organization ranks Brazil as Category 1 in flight safety standards, the same classification held by the United States and Canada. See “Regulation.” The area also guarantees the safety levels required by labor regulations.

The Security department focuses on the protection of aviation operations against acts of unlawful interference in compliance with TSA and ANAC security protocols, being also responsible for the security of executives and VIP customers, as well as physical and electronic security at administrative and operational facilities.

Ground Operations Safety is responsible for preventing incidents during transportation of all different goods we carry in our passenger flights and in our freighter fleet. The department is also in charge of setting rules and procedures for the safe transportation of goods, being dangerous goods or regular cargo, as well as keeping track of all safety related procedures regarding ground handling suppliers and their operations.

The Crisis and Emergency Response department is responsible for training and maintaining a Special Assistance Team – SAT, composed of volunteers that are trained for emergency responses. This department also conducts regular drills, trainings and relevant media training along with our Communications Office.

Together with all the major safety programs currently in place, all of our fleet is equipped with electronic flight bags, an information management device that helps flight crew to perform flight management tasks safely. We are also the only airline in Brazil with ownership of full flight simulators. We maintain our aircraft in strict adherence to the manufacturer’s specifications and all applicable safety regulations, performing routine daily line maintenance as well as other proactive maintenance practices. We are also part of Embraer’s and Airbus’ Aircraft Integrity Monitoring Program, which provides close monitoring of malfunction trends in aircraft’s systems and components. We also strive to comply with or to exceed most health and safety standards. In pursuing these goals, we maintain an active aviation safety program, in which all our personnel is expected to participate and take an active role in the identification, reduction and elimination of hazards and threats.

We also operate the largest maintenance facility in Latin America: our MRO hangar, built in our home base and major hub, Campinas – Viracopos Airport (VCP). We are capable of carrying out most of our major maintenance procedures there, following the most up to date maintenance standards, along with state of the art equipment to maintain and improve several aircraft systems. Together with our main hangar, we operate another maintenance facility at Belo Horizonte’s Pampulha Airport, which serves our ATR-72 and E-Jets fleet. We are also investing on a second location in Belo Horizonte located at the international airport for future development and expansion of our maintenance services capabilities.

Our ongoing focus on safety and quality is reflected in the training of our Crewmembers, who are provided with the appropriate tools and equipment required to perform their job functions in a safe and efficient manner. Safety in the workplace targets several areas of our operations, including flight operations, maintenance, flight dispatch and station operations.

Employees

We believe that the quality of our employees, whom we refer to as Crewmembers, promotes our success and growth potential. We believe we have created a strong service-oriented company culture, which is built around our values of safety, consideration, integrity, passion, innovation and excellence. We are dedicated to carefully select, train and maintain a highly productive workforce of considerate, passionate and friendly people who serve our customers and provide them with what we believe is the best flying experience possible. We reinforce our culture by providing an extensive orientation program for new Crewmembers and instill in them the importance of customer service and the need to remain productive and cost efficient. Our Crewmembers are empowered to not only meet our customers’ needs and say “yes” to a customer, but to also listen to our customers and solve problems.

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We communicate regularly with all of our Crewmembers, keeping them informed about events at our offices through town hall meetings and question and answer sessions and soliciting feedback for ways to improve cooperation and their work environment. We conduct an annual Crewmember survey and provide training for our leadership that focuses on Crewmember engagement and empowerment. In addition, each of our executives adopts a city and is responsible for meeting with Crewmembers on a periodic basis to be an additional source of corporate communication and assistance. Our executives also interact directly with our customers when traveling to obtain feedback and suggestions about the Azul experience.

We aspire to be the best customer service company in Brazil and, as a result, we believe our Crewmembers are more likely to recommend us as a place to work to a friend or relative. We have good relations with our Crewmembers and we have never experienced labor strikes or work stoppages.

We are focused on increasing the efficiency and productivity of our Crewmembers. As of December 31, 2025, we had 81 FTEs per aircraft. The following table sets forth the number of our Crewmembers per category and the number of FTEs per aircraft at the end of the periods indicated:

	At December 31,
	2025	2024	2023
Crewmembers
Pilots	2,054	2,298	2,219
Flight attendants	3,667	3,622	3,526
Airport personnel	3,302	3,643	3,706
Maintenance personnel	1,376	2,345	2,566
Call center personnel	937	991	1,017
Others	4,211	3,274	2,976
Total	15,547	16,173	16,010
End-of-period FTEs per aircraft	81	70	79

We provide extensive training for our Crewmembers that emphasizes the importance of safety. In compliance with Brazilian and international IATA safety standards, we provide training to our pilots, flight attendants, maintenance technicians, managers and administrators and customer service (airport and call center) Crewmembers. We have implemented employee accountability initiatives both at the time of hiring and on an ongoing basis in order to maintain the quality of our crew and customer service. We currently operate four flight simulators and have an extensive training program at UniAzul, our training facility adjacent to Viracopos airport. See “—Airports and Other Facilities and Properties—Other Facilities and Properties” and “—Safety and Quality.”

A national union represents all airline employees in Brazil. However, we do not have a direct collective bargaining agreement with any labor unions. Binding negotiations in respect of cost of living and salary increases are conducted annually between the national union and an association representing all of Brazil’s airlines. Work conditions and maximum work hours are regulated by federal legislation and are not the subject of labor negotiations. In addition, we have no seniority pay escalation. Since our FTEs per aircraft is lower than that of our main competitor, any wage increases have a lower impact on us, thus making labor costs less significant to our operations. As a result, we believe our results of operations are less affected by labor costs than those of our main competitor.

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Our compensation strategy is competitive and meant to retain talented and motivated Crewmembers and align the interests of our Crewmembers with our own. Salaries and benefits paid to our Crewmembers, include, among others, health care, dental care, child care reimbursement, life insurance, funeral assistance, psychosocial assistance under our Anjo Azul program, school aid (granted to expatriate executive officers only), housing allowance (granted to expatriate executive officers only), salary-deduction loans, bonuses, pension plans, transportation tickets, food allowances and meal vouchers. We believe that we have a cost advantage compared to industry peers in salaries and benefits expenses due to high employee productivity measured by the average number of employees per aircraft. We also benefit from generally lower labor costs in Brazil, when compared to other countries, which is somewhat offset by lower productivity due to government requirements over employee labor conditions and taxes on payroll.

To motivate our Crewmembers and align their interests with our results of operations, we provide a leadership incentive plan based on the achievement of pre-defined company performance targets (Programa de Recompensa). In connection with the implementation of the Voluntary Reorganization, we have agreed to the terms of the MIP, which was approved at our extraordinary shareholders’ meeting (assembleia geral extraordinária) held on February 12, 2026. The MIP is designed to reward performance and align the incentives of our executive management team, non-management members of our board of directors, other holders of our common shares and certain employees with our long-term strategic objectives. . See “Item 6.B. Management Compensation—MIP Approved on February 12, 2026.”

Insurance

We maintain insurance policies as required by law and the terms of our aircraft leasing agreements. Our insurance coverage for third party and passenger liability is consistent with general airline industry standards in Brazil and we insure our aircraft against physical loss and damage on an “all risks” basis. We maintain all mandatory insurances coverage for each of our aircraft and additional insurances coverage required by lessors, although liability for war and associated acts, including terrorism, is covered by the Brazilian government.

Environmental and Sustainability Practices

We are the first airline in the world to have its decarbonization target approved by the Science Based Targets initiative (SBTi) in August 2024. This milestone not only reflects our commitment to significantly reducing our carbon emissions, with the long-term ambition of achieving carbon neutrality by 2045, in line with sustainability efforts currently pursued by our peers in the global aviation industry. Our long-term target demonstrates our alignment with the Paris Agreement, and underscores our goal of driving measurable and impactful climate action.

In addition, Azul has been recognized in the S&P Global Sustainability Yearbook 2025 as an Industry Mover, achieving the highest improvement in sustainability scores among airlines globally. This recognition underscores our continuous efforts to enhance our environmental and sustainability performance and drive meaningful change within the sector.

Emissions efficiency remains a central focus for our sector. Our initiatives, which target to achieve net-zero emissions in the long-term, include operating the youngest and most fuel-efficient fleet in Brazil, implementing route optimization, and investing in next-generation aircraft models that significantly reduce fuel consumption and emissions. Our ongoing fleet transformation—replacing older aircraft with advanced, eco-efficient models—plays a vital role in these efforts, reducing our environmental footprint both per flight and on a passenger basis.

Our commitment to sustainability extends beyond environmental stewardship. Through Movimento Ara, our transformational project for connectivity, we provide freight discounts to entrepreneurs and cooperatives that work to preserve the Amazon rainforest. This initiative highlights the essential role aviation plays in enabling socio-economic development in Brazil and Latin America, particularly in remote regions. By connecting these communities to broader markets, we support sustainable economic growth while contributing to the preservation of one of the world’s most critical ecosystems.

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Seasonality

This demand increase occurs due to an increase in business travel during the second half of the year, as well as the Christmas season, Carnival and the Brazilian school summer vacation. Although business travel can be cyclical depending on the general state of the economy, it tends to be less seasonal than leisure travel, which peaks during vacation season and around certain holidays in Brazil.

The table below shows our average fare in reais for the periods indicated, reflecting our total passenger revenue divided by passenger flight segments for such periods:

	Average Fare (R)
Year Ended December 31,	First Quarter	Third Quarter	Fourth Quarter
2023	590.8	587.6	643.6
2024	604.4	588.6	629.9
2025	633.8	656.3	671.4

All values are in US Dollars.

Intellectual Property

Brands

We have registered, or applied for registration or renewed licenses for approximately 100 trademarks with the INPI including, among others, the trademarks “AZUL,” “TUDO AZUL,” “AZUL LINHAS AÉREAS BRASILEIRAS,” “AZUL FLEX,” “AZUL PROMO,” “AZUL VIAGENS,” “VOE AZUL,” and “AZUL CARGO EXPRESS.”. We have also registered / applied for approximately 20 trademarks outside Brazil, such as the European Union, Argentina, Chile and China.

Most of these trademarks are pledged as collateral to secure the Exit Notes.

We operate software products under licenses from our vendors, including Oracle, Trax, Sabre, Navitaire, Amadeus, Comarch, Lufthansa, Sita, Jeppesen, SmartKargo, Juniper, Adobe, Service Now, Microsoft and OneTrust. Under our agreements with Embraer, ATR and Airbus we use their knowledge and proprietary information to maintain our aircraft.

Patents

We possess no patents registered with or granted by the INPI.

Domain Names

We have also registered several domain names with NIC.br, Brazil’s internet domain name registry, and other domain registrars. The registered domains are, among others, “voeazul.com.br,” “flyazul.com,” “azulcargoexpress.com,” “azulviagens.com.br” and “tudoazul.com”, which are also pledged as collateral to secure the Exit Notes.

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Regulation

Overview

Under the Brazilian Constitution, air transportation is a public service. It is therefore subject to extensive governmental regulation and monitoring by several federal agencies and entities. The sector is regulated by the Brazilian Aeronautical Code, which covers air service concessions; airport infrastructure and operations; flight safety; airline certification; leasing, taking security, disposal, registration and licensing of aircraft; crew training; inspection and control of airlines; public and private air carrier services; civil liability; and penalties for infringement.

Brazil has signed and ratified the Warsaw Convention in 1929, the Chicago Convention of 1944, the Geneva Convention of 1948, the Montreal Convention of 1999 and the Cape Town Convention of 2001, the leading international conventions relating to worldwide commercial air transportation activities.

The National Civil Aviation Policy (Política Nacional de Aviação Civil), or PNAC, which was adopted in 2009, sets out the main governmental guidelines and policies that apply to the Brazilian civil aviation system. The PNAC encourages all regulatory bodies to issue regulations on strategic matters such as safety, competition, environmental and consumer issues, and to inspect, review and evaluate the activities of all operating companies.

Regulatory Bodies

The chart below illustrates the main regulatory bodies together with their responsibilities and reporting lines:

The Ministry of Ports and Airports (Ministério dos Portos e Aeroportos) supervises civil aviation services and activities in Brazil and is responsible for issuing governmental policies for the sector. The Ministry of Infrastructure reports directly to the President of Brazil and is responsible for the oversight of ANAC and INFRAERO.

ANAC, which was created in 2005, has full regulatory powers regarding the following:

•guiding, planning, stimulating and supporting the activities of public and private civil aviation companies in Brazil;

•regulating flight operations; and

•regulating economic issues affecting air transportation and airports, including air safety, certification and fitness, insurance, consumer protection and competitive practices.

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INFRAERO is a state-controlled airport operator that reports to the Ministry of Ports and Airports. It is responsible for managing, operating and controlling all government-operated federal airports (i.e., whose operations have not been delegated to private parties), including safety, operational conditions and infrastructure. With respect to specific privatized airports (Natal, Galeão, Confins, Guarulhos, Viracopos and Brasília), although INFRAERO still holds a minority stake in each of them, INFRAERO is no longer in charge of operations, which are now handled by their respective private operators.

The National Commission of Airport Authorities (Comissão Nacional de Autoridades Aeroportuárias), or CONAERO, which was created in 2011, is a consultative and deliberative forum composed of representatives from nine federal government agencies directly involved in the management of the country's airports, under the coordination of the Civil Aviation Secretariat. Its role is to coordinate the activities of the different entities and public agencies with respect to airport efficiency and safety.

The Department of Airspace Control (Departamento de Controle do Espaço Aéreo), or DECEA, reports indirectly to the Brazilian Minister of Defense. It is responsible for planning, administrating and controlling activities related to airspace, aeronautical telecommunications and technology, as well as military aviation. Its functions include approving and overseeing the implementation of equipment and navigation, meteorological and radar systems. The DECEA also controls and supervises the Brazilian Airspace Control.

The Brazilian Civil Aviation Council (Conselho de Aviação Civil), or CONAC, which was created in 2000, is an advisory body to the President of Brazil with authority to establish national civil aviation policies, to be adopted and enforced by the Aeronautics High Command and ANAC. CONAC establishes guidelines relating to following:

•the representation of Brazil in conventions, treaties and other activities related to international air transportation;

•airport infrastructure;

•the provision of funds to airlines and airports to further strategic, economic or tourism interests;

•the coordination of civil aviation;

•air safety; and

•the granting of air routes, concessions and permissions for commercial air transportation services.

Airport Infrastructure

Brazil currently has more than 3,900 private and public airfields. Airlines that operate regularly scheduled flights primarily use public airport infrastructure, with 98% of total passenger traffic passing through a network consisting of 52 airports.

A number of smaller regional airports in Brazil are under the control of state or municipal governments and are managed by local governmental entities or private players. INFRAERO is responsible for safety and security activities at the largest airports, including passenger and baggage screening, cargo security measures and airport security.

In 2011, the Brazilian government started to grant concessions for the operation of certain airports in Brazil through public biddings. Between 2011 and 2023, 59 airports have been privatized after bid concessions, including our three hubs, Viracopos, Confins and Recife. The concessions for these airports have terms of between 20 to 30 years.

Aeroportos Brasil, the holder of the concession to operate Viracopos airport, has announced its intention to return this concession to ANAC. Aeroportos Brasil’s judicial reorganization plan was approved by its creditors on February 14, 2020, provided that Aeroportos Brasil present its request for rebidding of Viracopos airport concession to the Brazilian federal government.

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On February 18, 2020, the debt restructuring court approved the judicial recovery plan and on March 19, 2020, Aeroportos Brasil filed an application to ANAC for the rebidding of Viracopos airport, in compliance with the judicial recovery plan. On July 17, 2020, the Federal Government enacted Decree No 10.427/2020, authorizing the rebidding of Viracopos airport. On June 14, 2022 CPPI Resolution 232 extended the deadline for completion of the Viracopos airport licensing process to July 16, 2024. On July 12, 2022, CPPI Resolution 243 revoked the second article of the previous CPPI Resolution, but the deadline for completing the Viracopos Airport licensing process remained unchanged.

In April 2021, the Grupo de Consultores em Aeroportos (GCA), a consortium made up of various private companies and a potential bidder in the auction, filed a feasibility study with the Brazilian government for a new bidding process for the concession at Viracopos airport. Public consultation on the feasibility study was held in October 2021. After ANAC approval of the feasibility study on March 8, 2022, it was sent to the Tribunal de Contas da União (TCU). At the beginning of 2022 the process was suspended due to discussions between the concessionaire and ANAC about the non-depreciated assets to be indemnified, but on December 12, 2022 the minister of the court authorized the resumption of the process.

In March 2019, the Brazilian government concluded an auction for the concession of 12 airports grouped into three regional blocks – Northeast, Midwest, and Southeast, including our third largest hub in Recife. In April 2021, the Brazilian government auctioned another 22 airports located in the Southern, Mid and Northern region of the country, concluding the 6th concession round. In August 2022, the Brazilian government auctioned another 15 airports located in the North, Southeast and Central West region of Brazil. This auction is the most important one because includes Congonhas airport.

Resolution No. 682, of June 2022 regulates airport coordination and defines rules for slot allocation at coordinated airports. Under this resolution, airports operating at a high level of occupancy of their capacity are deemed by ANAC “coordinated airports.” The following airports are currently deemed to be “coordinated airports” by ANAC: Congonhas, Guarulhos, Recife and Santos Dumont.

In July of 2014, ANAC enacted a resolution establishing new procedures to allocate slots in airports operating at full capacity. Through such allocation, we received 26 new slots at Congonhas airport. In November 2014, we started operating 13 daily flights from Congonhas airport to some of our most profitable markets including Belo Horizonte, Porto Alegre, and Curitiba, leveraging the connectivity we have in these cities and expanding our flights available to São Paulo passengers. In August 2019 ANAC announced a temporary distribution of 41 slots in Congonhas airport previously operated by Avianca Brasil, of which 15 slots were allocated to us. As a result, we adjusted our flight schedules at Congonhas airport and since September 2019, we started operating a shuttle service between Congonhas and Rio de Janeiro and between Congonhas and Belo Horizonte ceasing to operate flights to Porto Alegre and Curitiba. In 2023, Azul achieved an important advance in its presence in Congonhas. With the new rules for slot distribution defined in Resolution No. 682/2022 and the increased capacity in Congonhas operations, Azul increased its number of slots at this airport from 26 to 84. As a result, Azul offers scheduled flights from Congonhas to important destinations such as Brasília, Porto Alegre, Curitiba, Belo Horizonte, Recife and Rio de Janeiro.

Due to the exceptional Avianca situation, ANAC amended Resolution No. 682 in June 2022 to increase the competition in congested airports. The new rules were used for the definitive distribution of the 41 slots used by Avianca Brasil at Congonhas airport, which were allocated provisionally in 2019, as well as the slots that may arise from increased airport capacity. In addition, the secondary slot market was also created, through the possibility of slot assignments between airlines from different economic groups, which reduces access and exit barriers for airlines at airports with scarce infrastructure, allows for dynamic market solutions among the players themselves, which can promote increased efficiency in the use of slots.

Additionally, the Federal Senate Resolution No. 32 of November 16, 2023, authorized the Brazilian Development Bank (BNDES) to contract an external credit operation with the New Development Bank (NDB), with the guarantee of the Federative Republic of Brazil, in the amount of up to US$500 million, which we expect it may facilitate the financing of airport infrastructure projects and air services, contributing to the growth and modernization of the sector.

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Airlines and service providers may lease areas within federal, state or municipal airports, such as hangars and check-in counters, subject to concessions or authorizations granted by the authority that operates the airport—which may be INFRAERO, the state, the municipality or a private concession holder, as the case may be. No public bid is required for leases of spaces within airports, although INFRAERO may conduct a public bidding process if there is more than one applicant. In other cases, the use may be granted by a simple authorization or permission issued by the authority that operates the airport. In the case of airports operated by private entities, the use of concession areas is subject to a commercial agreement between the airline and the airport operator.

We have renewable concessions with terms varying from one to five years from INFRAERO and other granting authorities to use and operate all of our facilities at each of the major airports that we serve. Most of our concession agreements for passenger service facilities at our terminals, which include check-in counters and ticket offices, operational support areas and baggage service offices, contain provisions for periodic adjustments of the lease rates and the extension of the concession term. We have airport areas under concession and certain areas which concessions are being duly formalized in order to be renewed.

Air Transportation Service Concessions

With the "Voo Simples" (Simple Flight) program, the sector was made less bureaucratic with changes in Brazilian legislation and air services are no longer public services but are now considered economic activities of public interest subject to regulation by the civil aviation authority, in the form of specific legislation. Airports can be private or public, which can be operated directly by the government, by specialized companies of the Federal Public Administration, through agreements with states or municipalities, or by concession or authorization for third parties.

ANAC requires companies interested in operating air services to meet certain economic, financial, technical, operational and administrative requirements. The applicant must: (i) have a valid Airline Operating Certificate (Certificado de Operador Aéreo – “COA”); and (ii) comply with the ownership restrictions discussed below. ANAC has the authority to revoke a concession if the airline fails to comply with the Brazilian Aeronautical Code and any other relevant laws or regulations, including if the airline fails to meet specified service levels, ceases operations or declares bankruptcy.

ALAB’s first concession was granted on November 26, 2008 by ANAC and had a term of ten years. Therefore, on November 21, 2018, ALAB made a formal request to renew the concession. On December 6, 2018, ANAC published the renewal of concession contract for another 10 years. With the legislative changes made as part of the “Voo Simples” (Simple Flight) program, it is no longer necessary to obtain a concession to operate air services, but the regulatory requirements of ANAC and the maintenance of the COA remain. Azul's updated COA was issued on July 23, 2020, with unlimited validity, except in case of cancellation, suspension, or revocation for non-compliance with ANAC requirements. On December 23, 2022 ANAC certified Azul's compliance with all requirements for air service operation, after the agency's evaluation process.

Route Rights

Domestic routes

ANAC Resolution 682/2022, which came into effect on July 1, 2022, divided Brazilian airports into three levels: undeclared (level 1), facilitated (level 2), and coordinated (level 3). This new level division brought greater flexibility to airlines through the creation of the secondary slot market, respecting the norms and parameters established by ANAC, reducing access and exit barriers to airports with infrastructure scarcity, and facilitating the dynamics among the players themselves. In the case of coordinated airports, such as Congonhas, Guarulhos, Santos Dumont and Recife, the objective of this resolution was to align with international practices within the scope of the Worldwide Airport Slot Guidelines (WASG).

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International Routes

In accordance with Resolution No. 491, of September 10, 2018, rights regarding international routes and the corresponding transit rights depend on the bilateral air transport treaties between Brazil and the foreign government. Under these treaties, each government grants to the other the right to designate one or more domestic airlines to operate scheduled services between certain destinations in each country. Airlines are only entitled to apply for new international routes when they are made available under these agreements.

ANAC has the authority to grant Brazilian airlines approval to operate a new international route or change an existing route, subject to the airline having filed satisfactory studies to ANAC demonstrating the viability of the routes and fulfilling certain conditions with respect to the concession for the routes. A Brazilian airline that received ANAC approval to provide international services may address a request for approval of a new or changed route to the Air Services Superintendence of ANAC (SAS – Superintendência de Acompanhamento de Serviços Aéreos da ANAC). The Superintendence submits a non-binding recommendation to the president or ANAC, who may decide whether to approve the request.

An airline’s international route frequency rights may be terminated if the airline fails to maintain an Index of Frequency Utilization (Índice de Utilização de Freqüência), or IUF, of at least 66% of flights for any 180-day period, or if the airline does not initiate operations within a period of 180 days from the grant of the new route.

Resolution No. 491 also established that, after March 2019, low frequency international routes may be reallocated to different operators if an allocation request is made by another company and there are no other available frequencies to the country of destination. Low frequency routes are those with less than 50% of usage in the period of evaluation of 26 consecutive weeks.

In 2011, United States and Brazil reached an open-skies aviation agreement to liberalize the air services and traffic between both countries, including, among other things, removal of restrictions on pricing and additional scheduled and charter services to the congested airports of São Paulo and Rio de Janeiro. Both countries agreed to a transition period of five years; however, the agreement was only approved by the Brazilian National Congress in March 2018 and sanctioned by the President in office (Michel Temer) in June 2018.In addition, Brazil and United Kingdom reached a similar agreement in December 2018 that includes unlimited flight numbers, no restriction of routes, freedom of tariffs and of codeshare between airlines.

In 2022, ANAC signed a Memorandum of Understanding with Switzerland and Suriname for the exchange of 7th freedom of air traffic rights for cargo-only services. Open Skies type agreements have been obtained with Republic of Guinea, Suriname and Kenya and agreements are under negotiation with Saudi Arabia, Bahamas, Ethiopia, Morocco, India and Benin.

In December 2023, during an event held in Saudi Arabia, ANAC signed two new air services agreements, with Antigua and Barbuda and Uganda, as well as revising the agreements with Austria, Saudi Arabia, Italy and Iceland. Agreements with the Czech Republic and Oman were also discussed, as well as improvements to agreements with Turkey, Qatar and the United Arab Emirates.

In 2024, ANAC signed an ‘open skies’ agreement with its Argentinian counterpart, which provides for easier approval of cargo flights and the end of weekly frequency limits for flights between the two countries.

Domestic Slots Policy

A slot is a predetermined period of time during which the airline is allowed to take off or land at a specific airport. To obtain domestic slots, the airline must submit a request to ANAC, and ANAC will, in turn, distribute slots to the requesting airlines in accordance with the number of new slots available as per the slot allocation calendar defined by Resolution No. 682. Airlines may transfer slots with ANAC’s prior approval. An airline may lose its rights to its slots where service provision is below the quality determined by ANAC. In these cases, the slots are distributed to other airline companies by public tender.

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Currently, there are a four Brazilian ANAC “coordinated airports,” where slots are necessary to perform scheduled flights: Congonhas, Guarulhos, Santos Dumont and Recife. Other ten airports are subject to slot coordination procedures (coordination performed by their respective airport operators instead of ANAC).

Congonhas airport, which is the busiest domestic airport in Brazil, has a shortage of slots due to the lack of airport infrastructure to meet current demand. As a result, the number of new slots granted by ANAC at this airport is limited. New slots are awarded by public tender and generally only become available when they are taken from existing airlines as a result of disciplinary proceedings, or when airport capacity is increased. In the most recent distribution of slots, ANAC opened the public tender to all airlines that were qualified to bid. Airports in smaller and medium-sized markets, which are the focus of our growth strategy, do not require slots, which allows us greater flexibility in establishing our timetable when building out our route network.

In July of 2014, ANAC enacted a resolution establishing new procedures to allocate slots in airports operating at full capacity. Through such allocation, we received 26 new slots at Congonhas airport. In November 2014, we started operating 13 daily flights from Congonhas airport to some of our most profitable markets including Belo Horizonte, Porto Alegre, and Curitiba, leveraging the connectivity we have in these cities and expanding our flights available to São Paulo passengers. In August 2019 ANAC announced a temporary distribution of 41 slots in Congonhas airport previously operated by Avianca Brasil, of which 15 slots were allocated to us. As a result, we adjusted our flight schedules at Congonhas airport and since September 2019, we started operating a shuttle service between Congonhas and Rio de Janeiro and between Congonhas and Belo Horizonte ceasing to operate flights to Porto Alegre and Curitiba. As a result of the new rules for slot distribution defined in Resolution No. 682/2022 and the increased capacity in Congonhas operations, in 2023 Azul increased its number of slots at Congonhas airport from 26 to 84. As a result, Azul offers scheduled flights from Congonhas to important destinations such as Brasília, Porto Alegre, Curitiba, Belo Horizonte, Recife and Rio de Janeiro.

Import of Aircraft into Brazil

Any civil or commercial aircraft must be certified in advance by ANAC before being imported into Brazil. Once certified, the aircraft may be imported in the same way as other goods. Following import, the importer must register the aircraft with the Brazilian Aeronautical Registry (Registro Aeronáutico Brasileiro, “RAB”).

Registration of Aircraft

Brazilian aircraft must have a certificate of registration (certificado de matrícula) and a valid certificate of airworthiness (certificado de aeronavegabilidade), both of which are issued by the RAB after technical inspection of the aircraft by ANAC. The certificate of registration establishes that the aircraft has Brazilian nationality and serves as proof of its enrollment with the aviation authority. The certificate of airworthiness, which is generally valid for 15 years from the date of ANAC’s initial inspection, authorizes the aircraft to fly in Brazilian airspace, subject to continuing compliance with certain technical requirements and conditions. An aircraft’s registration may be cancelled if the aircraft is not in compliance with the requirements for registration and, in particular, if it has failed to comply with any applicable safety requirements specified by ANAC or the Brazilian Aeronautical Code.

All information relating to the contractual status of an aircraft, including title documents, leases and mortgages, must be filed with the RAB in order to update public records.

Fares

Brazilian regulations allow airlines to establish their own domestic fares without prior approval from the Brazilian government or any other authority. However, ANAC regularly monitors domestic fares. In particular, under regulations published in 2010, Brazilian airlines must report their monthly prices to ANAC by the last business day of each month.

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Baggage Charge

According to ANAC’s Resolution 400 of December 13, 2016 (General Conditions of Air Transport), which became effective on March 14, 2017 (but had its applicability and effects suspended until April 29, 2017) airlines are allowed to charge for checked baggage. On June 1, 2017, we started charging our passengers a fee for checked baggage and believe this will be an important source of revenue going forward. The legality of charging for checked baggage was confirmed by the Presidential veto of Provisional Measure MP 863/2018, which intended to prohibit charging for checked baggage.

During the legislative process to convert Provisional Measure No. 1,089/2021 into Federal Law No. 14,368/2022, the Brazilian Congress included a provision requiring airlines to offer free checked baggage to passengers. This provision was subject to a presidential veto, which remains pending review by the National Congress. The veto may be overturned by an absolute majority vote in a joint session of the Chamber of Deputies and the Federal Senate. If the veto is overturned, airlines would be required to provide free checked baggage allowance to passengers

General Conditions Applicable to Air Transportation

On December 14, 2016, ANAC approved Resolution No. 400, of December 2016, which sets forth certain general conditions applicable to air transportation. Resolution No. 400 became effective on March 14, 2017 for all flight tickets purchased on and after this date. This resolution establishes boarding documentation requirements, provides customers with a 24 hour post-purchase period to cancel a flight ticket without charge (as long as the flight is at least 7 days in advance), reduces repayment periods, increases the baggage allowance, allows for free passenger name corrections on flight tickets, guarantees return tickets in the event a one-way cancellation is made in advance for a domestic flight and simplifies the return and compensation process for lost baggage.

Restrictions on the Ownership of Shares in Air Transportation Service Providers

On December 13, 2018, the Brazilian Federal government issued Provisional Measure MP 863/2018, a new rule amending the Brazilian Aeronautical Code, which established that at least 80% of the voting stock of a company that holds a concession to provide scheduled air transportation services must be held directly or indirectly by Brazilian citizens, and the company must be managed exclusively by Brazilian citizens. MP 863/2018 allows foreign shareholders to hold up to 100% of the voting stock of Brazilian airlines companies and lifts the restriction on foreign management of domestic carriers. Thus, regardless of the company’s capital origin, as long as the legal entity is incorporated under Brazilian law, there are no restrictions on the foreign capital interest in such entities.

On June 17, 2019, Provisional Measure MP 863/2018 was converted into Law No. 13,842/2019, amending the Brazilian Aeronautical Code, and allowed 100% of the voting stock of a company that holds a concession to provide scheduled air transportation services to be owned by foreigners, which completely opened up the market to non-Brazilian citizens. Besides that, the leadership of companies that hold a concession to provide scheduled air transportation services can now be carried by foreigners and ANAC will not need to approve any acts of formation or changes to the corporate governance structure of such companies.

Environmental Regulation

Brazilian airlines are subject to various federal, state, and municipal laws and regulations related to the protection of the environment, including the disposal of waste, the use of chemical substances, air emissions and sound pollution, among others. These laws and regulations are enforced by various governmental authorities. If an airline fails to comply with these laws and regulations it may be subject to administrative and criminal sanctions, in addition to the obligation to remediate and/or compensate any environmental damage and/or to pay damages to third parties.

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In addition, under Brazilian law civil liability for environmental damage is strict (i.e., irrespective of fault or negligence), joint and several, meaning that we may be held liable for environmental damages caused by any third parties whom we hire, for example, to dispose of waste. Brazilian environmental law also provides for the “piercing of the corporate veil,” which imposes liability on a corporation’s controlling shareholders to reach the corporate assets if the liable legal entity lacks funds to repair the environmental damage. Accordingly, our corporate veil may be pierced for any environmental damage caused, directly or indirectly (e.g.: by means of a service provider), by ALAB and TRIP.

We seek to comply with all environmental legislation and all requirements of public authorities to avoid liabilities and limit additional expenses.

Environmental Licenses, Permits and Authorizations

Environmental licensing is the procedure through which activities that use natural resources, are potentially polluting, or may cause environmental degradation must obtain the appropriate licenses (preliminary license - LP, installation license - LI and operating license - LO) from Brazilian federal, state, or municipal authorities. This procedure contemplates the location, construction, installation, expansion, and operation of projects to ensure compliance with Environmental regulations.

Under Brazilian law, the authority to grant environmental licenses for facilities or activities within a state, among other activities, belongs to the state environmental authorities, unless the environmental impact would extend beyond the state border or impact any federal area, in which case the Brazilian federal environmental agency has jurisdiction. Municipal authorities have jurisdiction over the licensing of facilities or activities that have a local impact. Each state has the power to establish specific regulations regarding environmental licensing procedures, within the scope of general guidelines established by the Brazilian government.

Most of the requests for renewal of an environmental license must be filed at least 120 days before its expiration date. Provided that this deadline is complied with, the license is automatically extended until the environmental authority issues its decision.

The construction, implementation, operation, or expansion of any facility or activity that uses natural resources, is potentially polluting, or may cause environmental degradation – without the required license – or conducting such activities in violation of existing licenses, permits and authorizations, subjects the violator to administrative, criminal, and civil liability (in case of any environmental damage). Therefore, we may be held liable if we carry out any potentially polluting activity without a valid permit or in violation of the permit requirements.

We exercise caution in environmental matters and reserve the right to reject goods and services from companies that do not comply with our environmental protection standards.

Federal Technical Register

Federal Law No. 6,938/1981, along with IBAMA’s Instruction No. 13/2021 and IBAMA’s Instruction No. 6/2022 (and others), issued by the Brazilian Institute for the Environment and Renewable Natural Resources (Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais Renováveis, “IBAMA”), require that all legal entities engaged in potentially polluting activities be registered with the IBAMA’s Federal Technical Register of Potentially Polluting Activities and/or Users of Natural Resources (“CTF/APP”).

Under IBAMA’s Ordinance No. 149/2022, registration with the CTF/APP is mandatory for airlines that import new tires, have temporary storage facility for the collection of used or contaminated lubricating oil, transport radioactive material or waste, import motor vehicles for their own use, or perform air transport of forestry products that are subject to the issuance of a Forestry Origin Document (“DOF”).

Potentially polluting activities and activities that use natural resources, such as the manufacture and assembly of aircraft, besides being subject to the CTF/APP, are also subject to the quarterly payment of the Environmental Control and Inspection Fee (“TCFA”), to IBAMA, and are required to submit an annual report on the activities conducted by March 31 every year.

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The Federal Decree No. 6,514/2008 subjects entities with no CTF/APP registration to fines that range from R$50.00 to R$9,000.00, depending on the size of the enterprise and the economic capability of the offender. Failure to pay TCFA entails up to 20% (twenty percent) on the amount owed, as well as default interest of 1% (one percent) per month. Furthermore, failure to submit that annual report on the activities conducted subjects the company to fines of up to 20% (twenty percent) of the TCFA.

Currently, all our activities are subject to registration with IBAMA’s CTF/APP and are duly regular.

Waste

Federal Law 12.305/2010 sets forth the principles, objectives, and instruments of the National Solid Waste Policy (“PNRS”), as well as the guidelines, targets, and actions related to integrated and the environmentally sound management of solid waste, except for radioactive waste, which is governed by its own specific legislation. Brazilian legislation regulates the segregation, collection, storage, transportation, treatment, and final disposal of waste, and provides that whoever hires third parties for the waste management and its final disposal is jointly and severally liable with the service provider.

The PNRS provides for shared accountability throughout the product life cycle among manufacturers, importers, distributors, retailers, and consumers, to minimize the volume of solid waste and tailings generated, as well as reducing the impact on human health and environmental quality.

Therefore, manufacturers of some products shall implement a reverse logistics (logística reversa) system, which involves creating and implementing actions and procedures to ensure the collection and recovery of solid waste. This process is designed to facilitate the reuse of materials within manufacturing cycles or to guarantee their final environmentally responsible disposal. Such obligation applies to the Company as a consumer of lubricating oil, tires, etc. The reverse logistics systems of these products are currently being implemented in Brazil. Each part of the consumer chain has specific obligations with the goal of reducing the volume of the solid waste and mitigating adverse impacts on human health and the environment. Due to this obligation, the costs for proper waste management will probably increase in the coming years, because of the implementation of sectorial agreements and greater regulation.

Proper transportation, treatment, and final discharge of waste depend on the waste classification according to the applicable technical instructions. The Waste Management Plans describe management of solid waste and is part of the environmental licensing procedure.

The administrative penalties applicable to the improper discharge of solid, liquid, and gas waste, whether resulting in effective contamination, include, among others, an embargo of the activity or civil work and fines up to R$50,000,000. Furthermore, improper disposal of solid waste may impose obstacles for obtaining other environmental licenses, permits and authorizations, as well as criminal and civil liability.

Environmental Liability

The Brazilian Federal Constitution provides for three different types of environmental liabilities: (i) civil, (ii) administrative, and (iii) criminal. These liabilities may be applied separately and cumulatively. Any individual or legal entity (public or private) that directly or indirectly causes, by action or omission, any damage to the environment may be held liable for such damage, as well as for any violation of environmental regulation.

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As regards civil liability for environmental damage, Brazil’s National Environmental Policy (Federal Law 6.938/1981) provides for strict, joint and several liability for damages caused to the environment, irrespective of who directly or indirectly caused the damage or whether there was fault or negligence. This means that we can be held liable for any damage irrespective of fault, simply by demonstrating a cause-effect relationship between our activity (or our service provider’s) and the resulting damage. Public Attorneys’ offices, federal, state or municipal government, foundations, state-owned companies, and environmental or social protection associations are empowered to file public civil actions seeking compensation for environmental damages. The National Environmental Policy establishes joint liability among all the parties involved in polluting activity and that benefits directly or indirectly from it. Accordingly, the affected party or any of the other parties entitled to sue may choose to seek damages against any single responsible party, and the defendant is entitled to seek a right of recourse against all other parties involved in polluting activity. According to Brazilian Supreme Court, there is no statute of limitations for claims seeking compensation for environmental damages. Furthermore, based on the principle of “full reparation”, our corporate veil may be pierced to reach the corporate assets if the Brazilian legal entities lack funds to repair environmental damage for which they are liable.

Brazilian Federal Decree 6.514/2008 sets forth the infractions and administrative sanctions regarding environmental matters and the federal administrative procedure to investigate these infractions, which serves as a guideline for the state’s administrative procedure. Administrative sanctions include: (i) warnings; (ii) fines ranging from R$50.00 to R$50,000,000.00; (iii) daily fines; (iv) seizure of the animals, products, and subproducts of fauna and flora; (v) product destruction; (vi) product sales and manufacturing suspension; (vii) closure of the plant or construction; (viii) construction demolition; (ix) full or partial suspension of the activities; and (ix) restriction of rights.

Moreover, under the Environmental Crimes Act (Federal Law No. 9605/1998), criminal liability for environmental matters in Brazil extends to corporations as well as to individuals. Criminal liability requires proof of intent, and if a corporation is found criminally liable for an environmental violation, its officers, directors, managers, agents, or proxies may also be subject to criminal penalties. With respect to legal entities, Brazilian regulations relating to environmental crimes contemplate the following potential penalties, which can be cumulative: (i) fine; (ii) partial or total suspension of activities; (iii) temporary closure/interruption of a facility, work or activity; (iv) prohibition on bidding on government contracts or obtaining government subsidies, grants or donations from them; and (v) community service (such as funding of environmental programs and projects; execution of works to recover affected areas; maintenance of public spaces; and contributions to public environmental or cultural entities). The settlement of a civil or administrative lawsuit does not prevent criminal prosecution for the same violation.

Greenhouse Gas Emissions

Federal Law No. 15,042/2024 establishes the Brazilian Greenhouse Gas (“GHG”) Emissions Trading System (“SBCE”). The SBCE provides obligations for operators of facilities and GHG sources that emit more than 10,000 tCO2e (Tonnes of carbon dioxide equivalent) per year, and include (i) submitting a monitoring plan to the SBCE management body; (ii) submitting a report on GHG emissions and removals, in accordance with the approved monitoring plan; (iii) submitting a report on the periodic reconciliation of obligations set forth within the system; and others.

On May 15, 2024, Resolution 743/2024 was sanctioned in Brazil by the National Civil Aviation Agency, which regulates the monitoring and compensation of GHG emissions related to international operations, within the scope of CORSIA - Carbon Offsetting and Reduction Scheme for International Aviation, in order to comply with Volume IV of Annex 16 of the Convention on International Civil Aviation.

Brazil has signed the commitment to reduce CO2 emissions in international air transport, which aims to ensure carbon-neutral growth in Brazilian aviation as of 2027 and 100% offsetting of CO2 emissions by 2050. As far as climate change management is concerned, we are working on three fronts: monitoring, reduction and compensation.

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Federal Law No. 14.993/ 2024 provides for the promotion of sustainable low-carbon mobility and the capture and storage of CO2, having established, among other things, the National Sustainable Aviation Fuel Program (ProBioQAV), also known as SAF - Sustainable Aviation Fuel. The law stipulates that airline operators must reduce GHG emissions by at least 1%, starting in 2027, on domestic flights, through the use of SAF and other alternative means, with a gradual increase in this percentage until it reaches 10% in 2037.

Personal Data Protection

In Brazil, the rights to intimacy, private life, and the protection of personal data are safeguarded by the Federal Constitution of 1988 and the Brazilian Civil Code (Law No. 10,406/2002). Sector-specific laws also contain provisions on the subject, such as the Consumer Protection Code (Law No. 8,078/1990) and the Brazilian Civil Rights Framework for the Internet (Law No. 12,965/2014, regulated by Decree No. 8,771/2016). It is worth noting that the Brazilian Civil Rights Framework for the Internet applies to application and connection providers and aims at ensuring Internet neutrality and the confidentiality of private communications and of connection and access records. It also sets forth certain principles and rules regarding the privacy and protection of users’ personal data. The failure to comply with the provisions of the Brazilian Civil Rights Framework for the Internet may subject Azul, our subsidiaries and affiliates to sanctions and penalties, including compensation, which will be determined based on the severity of the violation and the economic condition of the offender, among other factors.

Laws on privacy and personal data protection have evolved in recent years to establish more objective rules on how the personal data of natural persons may be used by organizations.

Thus, until the enactment of the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados Pessoais, Law No. 13,709/2018), or the LGPD, there was no general statute establishing detailed rules on the processing of personal data, regardless of the medium in which the data is stored or the sector responsible for its use. The LGPD was published in the Federal Official Gazette on August 15, 2018 and was amended by Provisional Measure MP 869, issued by the President of Brazil in December 2018. The LGPD came into force in a staggered manner, (i) in December 2018, the articles relating to the creation of the Brazilian Data Protection Agency (Agência Nacional de Proteção de Dados), or the ANPD, and the Brazilian Council for the Protection of Personal Data and Privacy (Conselho Nacional de Proteção de Dados Pessoais e da Privacidade), or the CNPD – Article 55-A to Article 58-B; (ii) in September 2020, the other articles of the law, except those relating to the application of administrative sanctions; (iii) in August 2021, the articles dealing with administrative sanctions (Article 52 to Article 54). Furthermore, since the LGPD’s effectiveness, several regulations, directives and guidelines have been issued by the ANPD, including those concerning procedures in the event of data breaches affecting personal data and international data transfers.

The LGPD brings about major changes in activities involving personal data processing, with guiding principles and a set of rules to be observed in the collection, processing, storage, use, transfer, sharing and erasure of information concerning identified or identifiable natural persons.

The LGPD has a broad scope of application and extends to natural persons (provided the processing is for economic purposes) as well as to public and private entities, regardless of the country in which they are headquartered or where the data is hosted, provided that: (i) the data processing takes place in Brazil; (ii) the data processing activity aims to offer or provide goods or services to, or process data of, individuals located in Brazil; or (iii) the data subjects are located in Brazil at the time their personal data is collected.

The LGPD encompasses all operations that involve personal data, regardless of industry or business sector, and it is not limited to data processing activities carried out through digital media and/or the internet. In this context, the LGPD introduced a range of principles and obligations that require institutions to adopt governance and organizational measures to ensure compliance. For instance, organizations must appoint a data protection officer, conduct data mapping of all processing activities, carry out legitimate interest assessments, and adopt an effective privacy governance structure with policies on privacy, information security, data disposal and retention, among others. Furthermore, as required by the LGPD, organizations must only process personal data under an adequate legal basis and for legitimate purposes.

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The ANPD, was created in 2018, which will have equivalent activities to the European data protection authorities, exercising the triple role of (i) oversight, being able to issue norms and procedures, deliberate on the interpretation of the LGPD and request information to controllers and processors; (ii) supervisory and enforcement, in cases of noncompliance with the law, through an administrative process; (iii) regulatory, by issuing rules and procedures that detail its interpretation of the LGPD; and (iv) education, disseminating knowledge about the Act and security measures, stimulating standards for services and products that facilitate control of data subjects, and elaborating studies on national and international practices for the protection of personal data and privacy, amongst others.

In September 2025, the Provisional Measure No. 1,317/2025 was enacted to formally convert the ANPD into an autonomous regulatory agency linked to the Ministry of Justice and Public Security (MJSP). Since 2022, the ANPD had been operating under the special autarchy regime but was, during that period, institutionally linked to the Presidency of the Republic. Independent functional, technical, administrative, and financial authority had already been guaranteed under its former status, but now the ANPD has a governance structure consistent with Law No. 13,848/2019, the federal regulatory framework applicable to Brazilian agencies. This enhanced institutional structure is expected to increase the Agency’s capacity, promote greater predictability, and reinforce the enforcement environment applicable to entities that process personal data within the country.

In order to strengthen privacy controls and protect personal data in accordance with the LGPD and GDPR (European Union General Data Protection Regulation), Azul implemented the OneTrust platform in 2021. The OneTrust platform is designed to ensure the proper application of adequate processes and enhanced controls for managing data processing activities. Azul has also appointed a Data Protection Officer (DPO) and established a dedicated team focused on privacy and data protection matters. Additionally, an exclusive channel was made available on Azul’s official website to address data subjects requests and a privacy notice disclosed in compliance with the LGPD’s principles.

Concerning international data transfers, in January 2026, Brazil and the European Union mutually recognized that both jurisdictions provide an essentially equivalent level of protection for personal data. Under Article 45 of the GDPR and Article 33(I) of Brazil’s LGPD, countries may concurrently issue adequacy decisions allowing the free flow of personal data without the need for additional safeguards, such as Standard Contractual Clauses or Binding Corporate Rules, thereby streamlining cross border transfers between the two regions. In Brazil, the mechanism is further regulated by ANPD Resolution CD/ANPD No. 19/2024, which also outlines the other mechanisms approved to safeguard international data transfers and their respective rules. This mutual recognition enhances legal certainty, reduces compliance burdens for Azul, and strengthens bilateral cooperation in data protection by ensuring that transfers occur within a framework supported by robust regulatory guarantees.

Noncompliance with the LGPD or related regulations by Azul or any third parties processing personal data on our behalf, could result in the following administrative sanctions: (i) a warning, with an indication of a deadline for adopting corrective measures; (ii) a simple fine of up to 2% of the revenue in the previous fiscal year and daily fines, both limited to a total of BRL 50,000,000.00 (fifty million Brazilian reais) per violation; (iii) public disclosure of the violation, once duly investigated and confirmed, which may result in significant and immeasurable reputational damage; (iv) blocking of the personal data related to the violation until the situation is remedied; (v) deletion of the personal data related to the violation; (vi) partial suspension of the database related to the violation for up to six months, extendable for an equal period; (vii) suspension of the data processing activity related to the violation for up to six months, extendable for an equal period; and (viii) partial or full prohibition of activities related to the processing of personal data.

Simplification of bureaucracy affecting the industry

On June 14, 2022, Law No. 14,368/2022 was published, resulting from the conversion of Provisional Measure No. 1,089/2021. The regulation restructured the aviation sector aiming to modernize and reduce bureaucracy in processes and procedures, promoting greater efficiency in service delivery and encouraging market development.

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Among the main highlights of Law No. 14,368/2022 are the elimination of the differentiation between public and private air services, as well as the waiver of concession contracts for airlines. Additionally, it is no longer necessary to obtain authorization for the operation of foreign companies, nor is there a prior obligation for the construction of aerodromes. The regulation also simplified the registration of less complex aircraft in the RAB and facilitated the recognition of certifications issued by foreign authorities for imported aircraft.

Aircraft Repossession

On March 1, 2012, Brazil ratified the Cape Town Convention, which created a system of international registration of legal interests in aircraft and engines. This convention has been ratified and published by Presidential Decree 8008, dated May 15, 2013, and was regulated by ANAC through Resolution No. 309, of March 18, 2014.

The Cape Town Convention is intended to standardize transactions involving movable property. The treaty creates international standards for registration of ownership, security interests (liens), leases and conditional sales contracts, as well as various legal remedies for default in financing agreements, including repossession and provisions regarding how the insolvency laws of the signatory states will apply to registered aircraft and engines. The Convention provides specific remedies such as the Irrevocable Deregistration and Export Request Authorization, which allows recovery of the aircraft in case of default and insolvency. The Brazilian Aeronautical Registry (Registro Aeronáutico Brasileiro – RAB) has been appointed as the responsible authority regarding the international registry in Brazil.

Although the Cape Town Convention has been duly internalized into the Brazilian legal system with the status of an ordinary law, further specific rules relating to the export of aircraft in accordance with the Cape Town Convention, especially upon enforcement of an Irrevocable Deregistration and Export Request Authorization in an event of default under financing or lease agreements, are pending further regulations to be issued by the Government of Brazil. The lack of regulations, at this state, is not likely to prevent export of aircraft in accordance with the Cape Town Convention entirely, but may represent an increase in the time required for actual export of aircraft.

Government Insurance

In response to substantial increases in insurance premiums to cover risks related to terrorist attacks following the events of September 11, 2001 in the United States, the Brazilian government enacted Law No, 10,744/2003, authorizing the government to assume civil liability to third parties for any injury to goods or persons, whether or not passengers, caused by terrorist attacks or acts of war against Brazilian aircraft operated by Brazilian airlines in Brazil or abroad. This statutory coverage is limited to an amount of US$1 billion. In addition, under the above mentioned legislation, the Brazilian government may, at its sole discretion, suspend this assumption of liability at any time, provided that it gives seven days’ notice of the suspension. Brazil is currently the sole jurisdiction worldwide still providing such statutory coverage to its registered fleet.

We maintain all other mandatory insurance coverage for each of our aircraft and additional insurance coverage as required by lessors. See “Item 4.B. Business Overview—Insurance.”

U.S. and International Regulation

Operational Regulation

The airline industry is heavily regulated by the U.S. government. Two of the primary regulatory authorities overseeing air transportation in the United States are the DOT and the FAA. The DOT has jurisdiction over economic issues affecting air transportation, such as unfair or deceptive competition, advertising, baggage liability and disabled passenger transportation. The DOT has authority to issue permits required for airlines to provide air transportation. We hold an open skies foreign air carrier DOT permit authorizing us to engage in scheduled air transportation of passengers, property and mail to and from certain destinations in the United States.

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The FAA is responsible for regulating and overseeing matters relating to air carrier flight operations, including airline operating certificates, aircraft certification and maintenance and other matters affecting air safety. The FAA requires each commercial airline to obtain and hold an FAA air carrier certificate and to comply with Federal Aviation Regulations 129 and 145. This certificate, in combination with operations specifications issued to the airline by the FAA, authorizes the airline to operate at specific airports using aircraft approved by the FAA. As of December 31, 2017 ALAB has FAA operations specifications approved as Part 129 to use Airbus A330-200 in scheduled flights to the U.S. We have also obtained the necessary FAA authorization to fly to Fort Lauderdale and Orlando. We hold all necessary operating and airworthiness authorizations, certificates and licenses and are operating in compliance with applicable DOT, FAA and applicable international regulations, interpretations and policies.

Customs and Border Protection

Our service to the U.S. is also subject to U.S. Customs and Border Protection, or CBP (a law enforcement agency that is part of the U.S. Department of Homeland Security), immigration and agriculture requirements and the requirements of equivalent foreign governmental agencies. Like other airlines flying international routes, from time to time we may be subject to civil fines and penalties imposed by CBP if unmanifested or illegal cargo, such as illegal narcotics, is found on our aircraft. These fines and penalties, which in the case of narcotics are based upon the retail value of the seizure, may be substantial. We have implemented a comprehensive security program at our airports to reduce the risk of illegal cargo being placed on our aircraft, and we seek to cooperate actively with CBP and other U.S. and foreign law enforcement agencies in investigating incidents or attempts to introduce illegal cargo.

Security Regulation

The TSA was created in 2001 with the responsibility and authority to oversee the implementation, and ensure the adequacy, of security measures at airports and other transportation facilities in the United States. Since the creation of the TSA, airport security has seen significant changes including enhancement of flight deck security, the deployment of federal air marshals onboard flights, increased airport perimeter access security, increased airline crew security training, enhanced security screening of passengers, baggage, cargo and employees, training of security screening personnel, increased passenger data to CBP and background checks. Funding for passenger security is provided in part by a per enplanement ticket tax (passenger security fee) of $5.60 per one-way trip in air transportation that originates at an airport in the U.S., except that the fee imposed per round trip shall not exceed $11.20. The TSA was granted authority to impose additional fees on air carriers if necessary to cover additional federal aviation security costs. Pursuant to its authority, the TSA may revise the way it assesses this fee, which could result in increased costs for passengers and/or us. We cannot forecast what additional security and safety requirements may be imposed in the future in the United States or in the EU, or the costs or revenue impact that would be associated with complying with such requirements. The TSA also assess an Aviation Security Infrastructure Fee on each airline.

Voluntary Reorganization

Prior to the Chapter 11 Cases, our capital structure included a combination of bonds and other indebtedness issued in the international capital markets and the local Brazilian debt markets, as well as obligations owed to lessors and OEMs. These obligations spanned various maturities, currencies, priority levels and collateral packages, and involved a broad range of financial institutions, capital markets investors and lessors.

We operate in a highly capital-intensive industry and rely on financing and working capital to acquire aircraft and support operations. This business model makes us sensitive to changes in macroeconomic conditions and market demand. In addition, our cost and revenue profile heightens our exposure to currency volatility: while we generate a significant portion of our cash flows in Brazilian reais, we incur substantial expenses and liabilities—such as interest expense and aircraft lease obligations—primarily denominated in U.S. dollars. In the years preceding the COVID-19 pandemic, we experienced significant growth and expanded our route network and operations. Since 2020, however, like other airlines, we have faced a combination of demand shocks and broader macroeconomic and industry-specific headwinds that have strained liquidity and operating performance.

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Beginning in 2020, the COVID-19 pandemic had a significant adverse effect on the global aviation industry, including us. The pandemic resulted in travel restrictions, reduced passenger demand and periods of market disruption. In April 2020, we reduced planned capacity by approximately 93% compared to pre-pandemic levels. The pandemic also contributed to significant volatility in Brazilian and international financial markets, including with respect to exchange rates and interest rates, which in turn affected our costs and financing profile.

In 2024, we faced heightened volatility in commodity prices and foreign exchange markets, including significant depreciation of the Brazilian real against the U.S. dollar. At the same time, elevated inflation, higher interest rates and supply chain disruptions—particularly those affecting aircraft and engine maintenance—contributed to increased operating and financing pressures. Our total indebtedness increased significantly compared to 2019 levels, reflecting the financing requirements of the post-pandemic operating environment. In addition, Brazil’s broader political and economic uncertainty contributed to fluctuations in inflation expectations and interest rates, which impacted consumer demand and our cost of capital.

During this period, aircraft and engine manufacturers and their suppliers also experienced disruptions that affected aircraft and engine availability globally, including delivery delays, manufacturing constraints, maintenance backlogs and performance issues across certain aircraft and engine platforms. These disruptions limited fleet growth and replacement options, increased competition for available aircraft and engines and contributed to higher leasing and maintenance costs. We estimate that OEM- and supply-chain-related disruptions resulted in an adverse total revenue impact of approximately R$3,700.0 million in 2024.

In April and May 2024, severe flooding in the State of Rio Grande do Sul disrupted economic activity and transportation infrastructure in the region. The event affected a significant number of municipalities and resulted in operational disruptions for airlines serving the area, including us. During the disruption, we suspended service on more than 12 routes and adjusted our network and operations in response to reduced demand and infrastructure constraints. We estimate that these disruptions affected approximately 10% of our operations during the relevant period and contributed to increased costs and operational complexity, including with respect to customer claims and other contingencies.

Customer litigation in Brazil represents an ongoing operating consideration for Brazilian airlines, including us, due to the volume and frequency of legal and administrative claims relating to consumer protection and passenger rights. As is common for companies operating in Brazil, we face a significant number of lawsuits and administrative proceedings initiated by individual plaintiffs. As of the commencement of the Chapter 11 Cases, approximately 85,000 litigation claims were pending against us and our subsidiaries that filed for the Chapter 11 Cases (the “Debtors”). The volume of such claims increased our costs, required management attention and contributed to uncertainty in forecasting and liquidity planning.

In response to the economic and operating pressures described above, we pursued a series of restructuring and capital-raising initiatives between 2020 and 2025. In addition to accessing the Brazilian and international capital markets, we negotiated with lessors, suppliers, vendors and airport operators to obtain concessions and other commercial accommodations. We also sought to enhance network economics through route and capacity adjustments and, where applicable, renegotiated certain commercial terms with counterparties, including through changes in service levels, passenger volumes and equipment deployment.

While these efforts provided incremental liquidity and temporary relief, they were undertaken amid continued operating pressures and a highly leveraged balance sheet. Ultimately, the cumulative effect of these challenges, together with the limitations of out-of-court solutions, led us, on May 28, 2025, to commence the Chapter 11 Cases as a comprehensive in-court Voluntary Reorganization to implement a broader recapitalization and deleveraging transaction, with the support of our key stakeholders, including a group of supporting bondholders (the “Backstop Commitment Parties”), AerCap, our largest aircraft lessor (representing the majority of our lease liabilities) and the Strategic Partners. The Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan on December 19, 2025 (the “Confirmation Date”). On February 20, 2026 (which we refer to herein as the Effective Date), the Plan became effective and we emerged from the Chapter 11 Cases.

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The Voluntary Reorganization contemplated by the Plan significantly strengthened our financial position and enhanced our long-term competitiveness. Upon emergence from the Chapter 11 Cases, we reduced total funded debt by approximately US$1.1 billion and reduced aircraft lease liabilities by nearly 40%, resulting in an estimated reduction of more than 50% in annual interest expense compared to pre-Chapter 11 levels and an approximately one-third reduction in recurring aircraft leasing obligations.

The Voluntary Reorganization process was completed in less than nine months — a substantially shorter timeframe than many other airline restructurings — and we continued operating approximately 800 flights per day throughout the Chapter 11 Cases without operational disruption.

Despite the Voluntary Reorganization, we achieved our 2025 operational targets and delivered record performance, carrying 32 million customers in 2025, the highest number in our history. We were recognized as the fourth most on-time airline in the world in 2025 according to Cirium. As of December 31, 2025, we served around 160 destinations through more than 390 non-stop routes and operated a fleet of almost 180 aircraft.

With our emergence from the Chapter 11 Cases, we remain focused on delivering high-quality service to our customers and generating sustainable returns for our investors. Our business is supported by a highly diversified operating model — including Azul Cargo, Azul Viagens and the Azul Fidelidade loyalty program — a modern and fuel-efficient fleet comprised of approximately 80% next-generation aircraft, strong brand recognition in Brazil, and international strategic partnerships.

The Voluntary Reorganization was implemented through a series of coordinated steps designed to strengthen our balance sheet, streamline our fleet and reposition our capital structure, including: (i) a comprehensive global settlement with AerCap and its affiliates, our largest aircraft lessor counterparty (the “AerCap Global Settlement”); (ii) the assumption, amendment or rejection of selected aircraft lease agreements to improve commercial terms and enhance operational flexibility (the “Fleet Restructuring”); (iii) a US$671 million senior, secured, superpriority, priming debtor-in-possession credit facility (the “DIP Facility”) and subsequent refinance thereof through the issuance of the Exit Notes; (iv) the conversion of approximately US$1.8 billion of 1L Notes Claims, Convertible Debentures Claims and 2L Notes Claims into Equity (the “Equitization of 1L/2L Claims”); (v) a new governance structure; (vi) the establishment of a trust for the benefit of certain holders of general unsecured claims (the “GUC Trust”), which received, holds and administers assets including cash holdings, GUC Warrants and contingent value rights (together, the “GUC Assets”) on behalf of the beneficiaries of the GUC Trust; (vii) a US$850 million equity issuance, including US$650 million backstopped by the Backstop Commitment Parties, US$100 million provided by United and US$100 million provided by additional committed investors (the “Additional Investment Holders”) pursuant to an equity offering in Brazil (the “Equity Rights Offering”), as well as a US$100 million investment to be provided by American upon the exercise of the American Warrants; (viii) the Additional Investment Warrants; and (iv) the adoption of a new governance structure, including the Conversion. Each of these elements is summarized below.

AerCap Global Settlement

As part of the Plan, we entered into the AerCap Global Settlement on August 13, 2025. The AerCap Global Settlement resolved substantially all pre-petition disputes, amended or reaffirmed our aircraft and engine lease obligations with AerCap, provided for AerCap’s participation in our DIP Facility, and established the treatment of AerCap’s claims under the Plan.

Under the AerCap Global Settlement, approximately US$46 million of AerCap’s existing secured debt was rolled into our DIP Facility, and AerCap received DIP Facility liens, and super-priority administrative claims on a pari passu basis with other rolled-up DIP Facility claims, subject to customary voting and consent rights. In addition, AerCap received full access to DIP Facility reporting, budgets, business and fleet plans prepared in connection with the Plan process, subject to applicable confidentiality restrictions. Upon our emergence from the Chapter 11 Cases, AerCap’s rolled-up DIP Facility claim received the same treatment as other DIP Facility claims under the Plan.

AerCap was further granted a general unsecured claim against each of us and ALAB in the aggregate amount of US$541.9 million with treatment substantially similar to the treatment provided to our other general unsecured creditors under the Plan.

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The AerCap Global Settlement established the treatment of AerCap’s leases and related agreements. All aircraft and engine leases beneficially owned or managed by AerCap were either assumed or assumed as amended pursuant to section 365 of the U.S. Bankruptcy Code. With respect to leases that were amended, we agreed to incorporate a customary covenant restricting the incurrence of certain first-lien secured indebtedness, consistent with market practice and the terms of our Exit Notes.

The AerCap Global Settlement further provides AerCap with the right to designate a non-voting observer to our board of directors (the “Board Observer”) for so long as AerCap or its affiliates remain a lessor or lease manager for any aircraft we lease from AerCap. The Board Observer may be reviewed by our board every two years following nomination, has no voting rights, and does not participate in deliberations in which Aercap may have an actual or potential conflict of interest.

The AerCap Global Settlement includes broad mutual releases. AerCap released us from all claims relating to pre-petition periods, subject to customary carve-outs for post-petition obligations, and we released AerCap from all pre-petition claims and disputes relating to aircraft, leases and related documents, in each case subject to customary carve-outs. Collectively, these arrangements provided stability to our post-emergence fleet structure and materially contributed to the successful implementation of the Plan.

Fleet Restructuring

As part of the Plan, we implemented the Fleet Restructuring, which aligned our fleet composition and lease profile with our post-emergence network and profitability objectives, reduced above-market lease rates, extended or re-balanced aircraft tenors where appropriate, and removed underperforming or sub-scale aircraft types from our fleet. These measures allowed us to normalize our lease cost structure relative to current market conditions, simplify maintenance and parts inventories, and position our fleet for more efficient capacity deployment across our domestic and international operations. The resulting fleet profile provides greater flexibility to adjust utilization and aircraft rotations in response to demand, fuel prices and broader macroeconomic conditions.

DIP Facility and Exit Notes

As part of the Plan, the Debtors obtained Bankruptcy Court approval for a senior, secured, superpriority, priming debtor-in-possession credit facility (which we refer to herein as the DIP Facility) in an aggregate original principal amount of up to US$1,571.0 million, which provided post-petition liquidity to support operations during the Chapter 11 process and to fund certain restructuring-related transactions.

The DIP Facility was structured to include (i) up to US$1,460.0 million of new-money commitments and (ii) up to US$111.0 million of “roll-up” amounts. The new-money commitments consisted of (x) up to US$671.0 million of new-money working capital financing, (y) US$676.0 million of new-money financing to repay US$525.0 million aggregate principal amount of Azul Secured Finance floating-rate superpriority notes due 2030; and (z) US$113.0 million of new-money financing to repay R$600.0 million aggregate principal amount of Azul Secured Finance II 13.5% Brazilian real-denominated secured notes due 2025 (in each case, as set forth in the DIP Facility documentation and the initial approved budget). The roll-up amounts consisted of (x) up to US$46.0 million of AerCap secured obligations and (y) up to US$65.0 million of Convertible Debentures secured obligations, in each case rolled into the DIP Facility pursuant to the terms of the DIP Facility documentation and the applicable Bankruptcy Court orders.

On February 6, 2026, Azul Secured Finance issued the Exit Notes at an issue price to investors of 99.028% of the principal amount thereof. The Exit Notes are guaranteed by the other Exit Notes Obligors. The Exit Notes are secured by first‑priority liens on a collateral package comprising certain receivables generated by Azul Fidelidade (our loyalty program), Azul Viagens (our travel package business) and Azul Cargo (our cargo business), as well as certain brands, domain names and other intellectual property used by our airline business, Azul Fidelidade, Azul Viagens and Azul Cargo, as well as shares and/or quotas (as applicable) of certain of our subsidiaries. We used the proceeds of the offering of the Exit Notes to repay the outstanding principal amount under the DIP Facility notes, and to support the implementation of the Plan, optimize our capital structure and enhance our liquidity position.

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The offering of the Exit Notes and the related guarantees was not registered under the Securities Act or under any other federal or state securities laws of the United States and was conducted pursuant to exemptions from, or through transactions not subject to, the registration requirements of the Securities Act, including pursuant to Rule 144A under the Securities Act and Regulation S under the Securities Act (“Regulation S”).

On February 20, 2026, we prepaid in full US$1,443,879,142.17 in aggregate principal amount of its DIP Facility notes at a mandatory prepayment price of approximately 100.8% of the principal amount thereof, plus accrued and unpaid interest thereon.

Equitization of 1L/2L Claims

Prior to the Confirmation Date, the holders of 1L Notes Claims and 2L Notes Claims assigned their claims to the relevant Creditors’ Entity in exchange for equity interests therein. These assignments were deemed effective upon entry of the Confirmation Order, resulting in each Creditors’ Entity becoming the sole holders of the applicable claims, with each creditor’s interest in the relevant Creditors’ Entity proportional to the principal amount contributed.

On January 6, 2026, our shareholders approved amendments to our bylaws at an extraordinary general shareholders’ meeting (assembleia geral extraordinária) to increase our authorized capital. These amendments removed limitations on the number of common shares issuable within our authorized capital and enabled the issuance of the common shares and preferred shares required to be issued for the purposes of the Equitization of 1L/2L Claims.

In order to implement the Equitization of 1L/2L Claims Pursuant to the Plan, the Company conducted a primary public offering of common shares and preferred shares pursuant to the automatic registration procedure under Resolution 160 of the CVM (the “Equitization Offering”). The claims subject to the Equitization of 1L/2L Claims were used to subscribe for the common shares and preferred shares issued in the Equitization Offering. The Equitization Offering was conducted with priority subscription rights granted to existing shareholders of the Company.

The Equitization Offering was launched on December 22, 2025 and closed on January 9, 2026. Pursuant to the Equitization Offering, the Company issued 723,861,340,715 common shares and 723,861,340,715 preferred shares at a price of approximately R$0.00013527 per common share and a price of R$0.01014509 per preferred share. The Equity Offering was also accompanied by the issuance of warrants to subscribe for common shares and preferred shares of Azul to subscribers who subscribed for shares in the Equitization Offering. On January 14, 2026, the Company issued 7,018,994,185,085 preferred shares and 10,390,846,154,360 common shares in satisfaction of the warrant exercises at an exercise price of approximately R$0.00006655 per preferred share or common shares. Any unexercised warrants issued in connection with the Equitization Offering have expired worthless and are no longer outstanding. As a result of the Equitization Offering, approximately US$1.6 billion of first lien and second lien secured claims against the Debtors were converted into equity of the Company. In aggregate, the common shares and preferred shares issued by us as described in this paragraph, after giving effect to the Conversion, represent approximately 14.4% of our outstanding common shares on the date of this annual report.

The Equitization Offering was not registered under the Securities Act or under any other federal or state securities laws of the United States and was conducted pursuant to exemptions from, or through transactions not subject to, the registration requirements of the Securities Act, including pursuant to Section 1145 of the Bankruptcy Code and Regulation S.

Approximately US$200 million of first lien secured claims against the Debtors arose from Convertible Debentures Claims. On January 7, 2026, at a debentureholders’ meeting, holders of the Convertible Debentures approved the mandatory conversion of the Convertible Debentures (the “Debenture Conversion”) as contemplated by the Plan. On January 19, 2026, the Company issued 102,087,603,241,650 common shares pursuant to the Debenture Conversion, which number of common shares was calculated to reflect the impact of the Conversion and the First Reverse Share Split, which is the equivalent of 1,361,168,043,222 common shares following the First Reverse Share Split (or approximately 2.5% of our outstanding common shares on the date of this annual report).

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The number of shares issued pursuant in the Equitization Offering was calculated to deliver the Plan-mandated allocations: (i) 97% of the common shares to holders of 1L Notes Claims and Convertible Debentures Claims; and (ii) 3% to holders of 2L Notes Claims, in each case, subject to dilution upon the Equity Rights Offering. Only principal amounts were considered for allocation purposes.

Following completion of the Equitization Offering and subsequent steps, the common shares held by the Creditors’ Entities were registered directly in the names of the underlying holders of 1L Notes Claims and 2L Notes Claims. After giving effect to the Conversion and the First Reverse Share Split (i) the holders of the 1L Notes Claims and the 2L Notes Claims (other than the Convertible Debentures Claims) held 7,891,051,625,734 common shares (or approximately 14.4% of our outstanding common shares as of the date hereof), and (ii) the holders of Convertible Debentures Claims held 1,361,168,043,222 common shares (or approximately 2.5% of our outstanding common shares as of the date hereof).

Governance Changes

As part of our Voluntary Reorganization, we implemented a new corporate governance framework designed to strengthen oversight, enhance strategic decision-making and better align the interests of our stakeholders with our long-term performance. The new governance structure includes revised bylaws, amended board composition, enhanced roles and responsibilities for our board of directors and executive officers, the establishment of an autonomous and independent statutory Strategy Committee, updated shareholder rights provisions, and a management incentive plan aligned with our post-emergence objectives.

In addition, as part of the governance and capital structure simplification implemented pursuant to the Plan, we transitioned to a single-class share structure. Prior to completion of the Voluntary Reorganization, our share capital consisted of common shares (which were primarily held by our founder and Chairman of the Board) and non-voting preferred shares (except for certain limited matters), with preferred shares convertible into common shares at a ratio of 75 common shares for one preferred share. At an extraordinary general meeting (assembleia geral extraordinária) held on January 12, 2026, our shareholders approved the Conversion, which became effective on January 15, 2026. As a result, our entire issued share capital now consists solely of common shares, each carrying one vote, and only common shares are listed on the B3.

To further rationalize our capital structure and reduce the number of outstanding shares following the Conversion, we effected the First Reverse Share Split at a ratio of 75 pre-split common shares for one post-split common share, which was approved at an extraordinary general meeting (assembleia geral extraordinária) held on February 12, 2026 and became effective on February 18, 2026. The First Reverse Share Split did not change the amount of our share capital. A corresponding reverse share split of our ADSs was implemented as a result of the First Reverse Share Split (the “ADS Reverse Share Split”).

These changes are intended to support our capital structure, improve accountability and transparency, and position us to execute our business plan following our emergence from the Chapter 11 Cases. The principal elements of this new governance framework are described in more detail under “Item 6.A. Directors and Senior Management—Board of Directors,” “—Board of Executive Officers” and “—Strategy Committee,” “Item 6.B. Management Compensation —Management Incentive Plan” and “Item 10.B. Memorandum and Articles of Association.”

General Unsecured Creditors

The treatment of general unsecured creditors in the Chapter 11 Cases varied based on the size of their claims. Creditors with general unsecured claims equal to or less than US$12.5 million were entitled to receive a pro rata share of a US$3.0 million cash pool. In contrast, general unsecured creditors with claims greater than US$12.5 million (the “Eligible Unsecured Holders”) were entitled by default to receive a pro rata share of a US$20.0 million cash pool (the “Cash-Out Pool”). However, Eligible Unsecured Holders had the option to elect participation in the GUC Trust, which was established on February 19, 2026 for their benefit, by selecting this option in their ballot when voting on the Plan. Eligible Unsecured Holders who elected to participate in the GUC Trust received their pro rata interest in the assets held by the GUC Trust. For those Eligible Unsecured Holders who did not elect to participate in the GUC Trust, their entitlement was limited to a distribution from the Cash-Out Pool, in accordance with the terms set forth in the Plan.

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The GUC Trust received, and now holds and administers, the following assets:

•US$2.5 million in cash holdings;

•1,231,164,424,677 GUC Warrants to purchase 1,231,164,424,677 common shares (or ADSs representing such common shares), which number of common shares is equal to 2.2% of our total outstanding common shares on the Effective Date (taking into account all common shares issued as part of the Voluntary Reorganization, including those issued through the Equitization Offering and the Equity Rights Offering, and any shares issued upon the exercise of preemptive rights under these offerings, but excluding shares issued under our MIP). The GUC Warrants are exercisable at any time during the five-year period following the Effective Date, with an exercise price equal to the Brazilian reais equivalent on the exercise date to US$0.0000694306713902942 per common share set based on an equity valuation of US$3.8 billion, such exercise price being subject to certain adjustment events; and

•a non-transferable contingent value note providing for annual payments of US$6.5 million for each of the fiscal years ending December 31, 2027, 2028 and 2029, subject satisfying the following financial metrics for the relevant fiscal year:

◦generating consolidated EBITDAR (i.e., EBITDA adjusted according to our business plan following emergence from the Chapter 11 Cases) of at least R$8,549.0 million for 2027, R$9,160.0 million for 2028, and R$9,537.0 million for 2029;

◦having unrestricted cash and cash equivalents of at least R$3,238.0 million as of December 31, 2027, R$5,122.0 million as of December 31, 2028, and R$6,967.0 million as of December 31, 2029 (with such amounts increased by the amount of any proceeds received by us from the TAP Bonds at any time prior to the end of the relevant fiscal year); and

◦having a maximum net debt to EBITDAR ratio of 2.48x in 2027, 2.00x in 2028, and 1.68x in 2029 (with such ratio being adjusted to reflect the amount of any proceeds received by us from the TAP Bonds at any time prior to the end of the relevant fiscal year),

provided that

◦on the date upon which there are no disputed Claims remaining in class 6 of the Plan, which shall be no later than April 20, 2026, the Annual CVR payment shall be reduced on a pro rata basis to the extent not all the Eligible Unsecured Holders elect to participate in the GUC Trust, provided that such reduction shall be made in consultation with the US Bank, National Association (the “GUC Trustee”); and

◦if any annual payment is not made with respect to any fiscal year as a result of the failure to satisfy the minimum cash test and/or the maximum net debt to EBITDA ratio test (i.e. the EBITDAR test for the relevant annual payment was satisfied), then we shall be required to re-test the minimum cash test and the maximum net debt to EBITDA test as of the end of each fiscal year through to and including the fiscal year ending December 31, 2030 (with the conditions tested using the 2029 thresholds specified above), except that if the 2027 annual payment is not made, then the catch-up obligation only applies until December 31, 2029. If all the conditions are satisfied, we shall be required to make a catch-up annual payment in addition to the annual payment for the most recently ended fiscal year.

The GUC Trust has the sole authority and power to distribute its net assets to its beneficiaries based on their pro rata interests in the GUC Trust. The Trust will make these distributions in accordance with the Plan, the Confirmation Order, and the GUC Trust agreement. All payments will be made only to the extent that the GUC Trust has sufficient assets to do so, after accounting for any reserves the GUC Trustee may establish as necessary under the Plan.

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The GUC Trust will manage its reserves and make distributions from the net assets of the Trust. Any reserve accounts that the GUC Trustee establishes will be used to ensure that future liabilities are met, including potential adjustments to the distribution amounts as required by the Plan. Once the GUC Trust has completed its distributions and resolved all outstanding claims, it will enter a process of liquidation and dissolution. This process will be overseen by the GUC Trust trustee, who will ensure that any remaining assets of the GUC Trust are appropriately distributed and that all legal obligations are satisfied. Once all assets have been distributed and all necessary administrative tasks are completed, the GUC Trust will be formally dissolved.

Following the expiry of the preemptive rights exercise period, around the date of this annual report, we will issue the relevant GUC Warrants to the GUC Trust and issue GUC Warrants to any existing shareholders that validly exercised their preemption rights to subscribe for GUC Warrants.

Equity Rights Offering

The Equity Rights Offering was launched on February 3, 2026 and closed on February 20, 2026 pursuant to the Plan and related agreements, including the backstop commitment agreement, dated July 31, 2025, as amended and restated on November 4, 2025 and February 17, 2025 (the “Backstop Commitment Agreement”), the equity investment agreements dated November 7, 2025, as amended and restated on February 17, 2025 (the “Equity Investment Agreements”), and the additional investment agreement dated February 17, 2026 (the “Additional Investment Agreement”). See “—Backstop Commitment Agreement—Equity Investment Agreements—Additional Investment Agreements.”

In total, the Equity Rights Offering generated cash proceeds of R$4,987,045,576.68, funded by the Backstop Commitment Parties, United, and other participants, upon the issuance of 45,477,707,683,900 common shares (or approximately 82.8% of our outstanding common shares on the date of this annual report) at a price of R$0.000109656646388772000 per common share.

As detailed below, the investment of American into Azul is expected to be made pursuant to the American Warrants. See “—Equity Investment Agreements—American Warrants.”

Common shares were required to be subscribed for cash or, for certain lenders and noteholders under our DIP Facility, by delivering DIP Facility notes. Settlement of common shares subscribed through the exchange of claims occurred outside the B3 settlement systems via procedures administered by our share registrar. Cash subscribers settled through the B3’s systems.

As part of the aforementioned number of common shares issued in the Equity Rights Offering, (i) United acquired 4,775,816,000,000 common shares (or approximately 8.7% of our outstanding common shares as of the date hereof) for a subscription price equivalent to US$100 million pursuant to Equity Investment Agreement entered with United, (ii) the Additional Investment Holders acquired 4,847,450,307,051 common shares (or approximately 8.8% of our outstanding common shares on the date of this annual report) for a subscription price equivalent to US$100 million pursuant to the Additional Investment Agreement, and (iii) R$44.1 million of gross proceeds was provided to the Company through the exercise of preemption rights by existing shareholders). As described below, the investment by American into the Company is to be made pursuant to the American Warrants. See “Equity Investment Agreements—Additional Investment Agreements—American Warrants.”

The offering was conducted under CVM Resolution 160, the Level 2 rules of B3 and applicable ANBIMA standards, with concurrent ADS offerings to non-Brazilian investors under U.S. securities laws. It comprised a priority tranche for shareholders of record and an institutional tranche for professional and foreign investors. Following the Equitization of 1L/2L Cliams, former holders of 1L Notes Claims, Convertible Debentures and 2L Notes Claims became shareholders and received priority rights in the Equity Rights Offering. As required by the Plan, such holders waived those rights as needed to permit the guaranteed institutional allocations, but could participate in the institutional tranche.

The Equity Rights Offering was not registered under the Securities Act or under any other federal or state securities laws of the United States and was conducted pursuant to exemptions from, or through transactions not subject to, the registration requirements of the Securities Act, including pursuant to Section 4(a)(2) of the Securities Act and Regulation S.

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In connection with the settlement of the Equity Rights Offering, the Company established two series of restricted ADSs pursuant to a restricted ADS letter agreement (common shares), dated as of January 5, 2026 (the “Restricted ADS Letter Agreement”), that was entered into in connection with the deposit agreement (as defined below). Common shares that were offered and sold in the Equity Rights Offering (i) outside the United States to certain investors that were not U.S. persons pursuant to Regulation S are represented by Regulation S restricted ADSs (“Regulation S Restricted ADSs”), and (ii) to certain professional investors in the United States in reliance on Section 4(a)(2) of the Securities Act are represented by Rule 144A restricted ADSs (“Rule 144A Restricted ADSs”). The terms of the Restricted ADS Letter Agreement provide for customary transfer restrictions in connection with the Regulation S Restricted ADSs and the Rule 144A Restricted ADSs (together, the “Restricted ADSs”) that the restrict the circumstances in which common shares underlying the Regulation ADSs can be withdrawn from the ADS program. The Regulation S Restricted ADSs (and the common shares represented thereby) shall cease to be restricted securities within the meaning of Rule 144(a)(3) under the Securities Act with effect from April 1, 2026 (which date is 40 days following the settlement of the Equity Rights Offering). Neither the Rule 144A Restricted ADSs nor the common shares represented thereby were, when issued, of the same class as securities listed on a national securities exchange registered under section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

Backstop Commitment Agreement

In connection with the Plan and to ensure the successful execution of the Equity Rights Offering, we entered into the Backstop Commitment Agreement with the Backstop Commitment Parties on July 31, 2025, which was amended and restated on November 4, 2025 and February 17, 2026. Under the Backstop Commitment Agreement, the Backstop Commitment Parties committed, on a firm-commitment basis, to purchase up to US$650 million of common shares to ensure full subscription of the Equity Rights Offering. As consideration, the Backstop Commitment Parties received a 14% backstop fee payable in common shares at a 30% discount to the Plan equity value.

In the aggregate, the Backstop Commitment Parties subscribed for US$650 million of common shares in the Equity Rights Offering. See “—Equity Rights Offering.”

Equity Investment Agreements

On November 7, 2025, we entered into separate Equity Investment Agreements each of the Strategic Investors, which were amended and restated on February 17, 2026, pursuant to which the Strategic Investors committed to make an aggregate US$200 million equity investment in us.

Pursuant to the amended and restated Equity Investment Agreement with United, United funded its US$100 million equity commitment in connection with the Equity Rights Offering. United subscribed for US$100 million of common shares, corresponding to 4,775,816,632,216 common shares issued in the Equity Rights Offering. See “—Equity Rights Offering.”

Pursuant to the amended and restated Equity Investment Agreement with American, American’s US$100 million equity commitment is expected to be funded through the exercise of the American Warrants. See “—American Warrants.”

The Equity Investment Agreements, as amended and restated, contain provisions customary for transactions of this type, including representations and warranties, covenants and mutual indemnifications.

Additional Investment Agreement

On February 17, 2026, we entered into the Additional Investment Agreement with the Additional Investment Holders, pursuant to which such parties agreed to make incremental equity investments in connection with the Equity Rights Offering. In the aggregate, the Additional Investment Holders subscribed for US$100 million of common shares, corresponding to 4,847,450,307,051 common shares issued in the Equity Rights Offering. See “—Equity Rights Offering.”

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The Additional Investment Agreement contain provisions customary for transactions of this type, including representations and warranties, covenants and mutual indemnifications.

American Warrants

On February 17, 2026, we and American entered into a warrant agreement, pursuant to which American agreed to subscribe for the American Warrants for an aggregate subscription price of R$1.00, subject to the satisfaction or waiver of certain conditions. Brazilian Corporations Law requires us to grant preemptive rights to its existing shareholders which, upon exercise, will entitle each shareholder the right to purchase a certain number of additional warrants, based on their pro rata equity stake in our share capital

We agreed to issue the American Warrants to American no later than two business days following the conclusion of the statutory preemptive rights period (and in any event not more than 50 days following the Effective Date). The American Warrants shall entitle American to subscribe for up to an aggregate of 4,775,816,307,051 common shares (or up to 8.7% of our common shares outstanding on the date of this annual report) for an aggregate exercise price of up to US$100 million, subject to the terms and conditions of the aforementioned agreements. The terms of the warrant agreement provide that American shall be mandatorily required to exercise the American Warrants within 15 business days upon receipt of the approval of the investment by CADE, subject to the terms and conditions of the warrant agreement.

Following the expiry of the preemptive rights exercise period, around the date of this annual report, we will issue the relevant American Warrants to American and issue American Warrants to any existing shareholders that validly exercised their preemption rights to subscribe for American Warrants.

Additional Investment Warrants

On February 17, 2026, we, United and certain of our existing creditors (the “Additional Investment Warrant Holders”) entered into entered into a warrant agreement, pursuant to which United Airlines and the Additional Investment Warrant Holders agreed to subscribe for the Additional Investment Warrants for an aggregate subscription price of R$1.00 per initial holder, subject to the satisfaction or waiver of certain conditions. Brazilian Corporations Law requires us to grant preemptive rights to its existing shareholders which, upon exercise, will entitle each shareholder the right to purchase a certain number of additional warrants, based on their pro rata equity stake in our share capital.

We agreed to issue the Additional Investment Warrants to United and the Additional Investment Warrant Holders no later than two business days following the conclusion of the statutory preemptive rights period (and in any event not more than 50 days following the Effective Date). The Additional Investment Warrants shall entitle (i) United to subscribe for an aggregate of up to 716,372,446,058 common shares (or up to 1.3% of our common shares outstanding on the date of this annual report) for an aggregate exercise price of up to US$15 million, and (ii) the Additional Investment Warrant Holders to subscribe for an aggregate of up to 477,581,630,701 common shares (or up to 0.9% of our common shares outstanding on the date of this annual report) for an aggregate exercise price of up to US$10 million (which is equivalent to approximately US$0.00002094 per common share), in each case subject to the terms and conditions of the aforementioned warrant agreement. The Additional Investment Warrants shall be exercisable, in whole or in part, by United and the Additional Investment Warrant Holders during the exercise period which commences on the issue date and ends on the date that is one year from the date that the Additional Investment Warrants are issued by us.

Following the expiry of the preemptive rights exercise period, around the date of this annual report, we will issue the relevant Additional Investment Warrants to United, issue the relevant Additional Investment Warrants to the Additional Investment Holders and issue Additional Investment Warrants to any existing shareholders that validly exercised their preemption rights to subscribe for Additional Investment Warrants.

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C.Organizational Structure

Following the implementation of our Voluntary Reorganization, our shareholding structure became more dispersed and, as a result of the Conversion, we no longer have a controlling shareholder. As of the date of this annual report, our principal shareholders are set forth under “Item 7.A. Major Shareholders and Related Party Transactions—Major Shareholders”.

We operate as a holding company and own 100% of our two principal subsidiaries: (i) ALAB; and (ii) IntelAzul S.A. (formerly Tudo Azul S.A.). The following organizational chart sets forth, in summary form, our shareholding structure and our material direct or indirect subsidiaries as of the date of this annual report:

ALAB is our original operating subsidiary through which we operate all of our flight activities. ALAB wholly owns Azul Finance LLC and Azul Finance 2 LLC, subsidiaries incorporated in Delaware for the purpose of acquiring next-generation Airbus A320neos from Airbus and E-Jets from Embraer, as well as Azul Finance 3, LLC, a subsidiary incorporated in Delaware in connection with our engine maintenance finance entered into with AerCap. ALAB also wholly owns Azul SOL LLC, a subsidiary incorporated in Delaware, through which ALAB holds the option to purchase six E-Jets under a lease structure, and Blue Sabia LLC, a wholly-owned subsidiary incorporated in Delaware, which subleased certain aircraft to Portugalia – Companhia Portuguesa de Transportes Aéreos, S.A., a subsidiary of TAP.

In addition, ALAB wholly owns Azul Viagens, a subsidiary organized in Brazil, which sells travel packages offered by our Azul Viagens business unit. Azul Viagens., since March 2023, wholly owns ATSVP – Viagens Portugal, Unipessoal LDA., an entity incorporated in Portugal, which is currently in the regularization stage to enable the expansion of the activities of the Azul Viagens business unit in Europe.

112	Azul S.A.

ALAB wholly owns TwoFlex (rebranded Azul Conecta Ltda.), a domestic airline based in the city of Jundiaí, State of São Paulo, Brazil, which offers sub-regional domestic passenger and cargo service in Brazil, increasing our connectivity. ALAB is also the Managing Partner of Azul Investments, Azul Secured Finance and Azul Secured Finance 2, limited liability partnerships incorporated in Delaware for the issuance of debt securities in the United States. ALAB also wholly owns a non-operating subsidiary, Cruzeiro Participações S.A., located in Brazil.

ALAB wholly owns Canela Investments, a limited liability company incorporated in Delaware, which is the parent company of our aircraft operating companies that finance aircraft in U.S. dollars. Canela Investments wholly owns Canela Turbo Three and Canela 336 LLC, limited liability companies incorporated in Delaware.

We either acquire aircraft using financing obtained in the United States in U.S. dollars, or in Brazil, in reais, or lease them from third parties. Each aircraft that we purchase through financing in U.S. dollars is owned by a separate subsidiary of Canela Investments. Each subsidiary of Canela Investments owns one such aircraft and leases it to ALAB, whereas aircraft that we purchase through financing in Brazilian reais are held directly by ALAB. Aircraft that we lease from third parties under leases are owned by our relevant counterparty and leased to ALAB.

Azul Saira LLC., a wholly-owned subsidiary of ALAB and a co-lessor in the sublease contract entered with Breeze Airways, was established on December 7, 2020, in the United States.

We, ALAB, IntelAzul and Azul Viagens, own 100% of the issued ordinary shares in the capital of Azul IP Cayman HoldCo, an exempted company incorporated with limited liability under the laws of the Cayman Islands, except for a single special share by a special shareholder with limited voting rights. Azul IP Cayman HoldCo owns 100% of the issued ordinary shares in the capital of Azul IP Cayman Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands, except for a single special share by a special shareholder with limited voting rights.

D.Property, Plant and Equipment

We lease all of our facilities at each of the airports we serve. Our leases for our terminal passenger service facilities, which include ticket counter and gate space, operations and maintenance support area, baggage service offices, generally have terms ranging from one to three years and contain provisions for periodic adjustments of lease rates. We expect to either renew these leases or find alternative space that would permit us to continue providing our services. We also are responsible for maintenance, insurance and other facility-related expenses and services. We have also entered into use agreements at each of the airports we serve that provide for the non-exclusive use of runways, taxiways and other facilities. Landing fees under these agreements are based on the number of landings and weight of the aircraft.

Our primary corporate offices and headquarters are located in the city of Barueri, state of São Paulo, where we lease 9,241.43 square meters under three lease agreements that expire in December of 2035.

We also lease four hangars totaling 29,560.64 square meters for our full capability maintenance center in Belo Horizonte, with expirations up to 2035. We also lease one hangar in Manaus totaling 3,133.20 square meters and one in Cuiabá totaling 2,535.71 square meters for E-Jets and ATR line maintenance with leases expiring in 2026 and an undetermined period, respectively. We also lease one hangar in São Paulo, Congonhas Airport totaling 13,657.43 square meters with leases expiring in 2026. We also lease one hangar in Campinas totaling 92,219.86 square meters, with the lease expiring in 2042. Our training facility for pilot and cabin crew education, UniAzul, located at Viracopos airport has 14,576 square meter is under a lease agreement that expires in 2027. We also lease a 900 square foot office complex, located in Fort Lauderdale within the airport area.

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We also lease 9 cargo terminals in Brazil. We lease one cargo terminal in São Paulo, Congonhas Airport totaling 251,475 square meters with the lease expiring in 2026. We lease one cargo terminal in Belo Horizonte, Confins Airport totaling 61,470 square meters with the lease expiring in 2028. We also lease a cargo terminal in Fortaleza, totaling 133,664 square meters with the lease expiring in 2026. We also lease one cargo terminal in Manaus, totaling 83,740 square meters with the lease expiring in 2027. We also lease one cargo terminal in Ribeirão Preto totaling 136,591 square meters with the lease expiring in 2028. We also lease a cargo terminal in Recife, totaling 433,873 square meters with a lease expiring in 2028. We also lease 3 cargo terminals in Campinas, totaling 644,675 square meters with leases expiring in 2028.

We have also entered into a lease agreement for an office complex in Fort Lauderdale, United States.

Property and equipment are recorded at acquisition or construction cost (which include interest and other financial charges) and are depreciated to estimated residual values over their estimated useful lives using the straight-line method. Under International Accounting Standard, or IAS 16 “Property, Plant and Equipment,” major engine overhauls are treated as a separate asset component with the cost capitalized and depreciated over the period to the next overhaul. In estimating the lives and expected residual values of our airframes and engines, we primarily have relied upon actual experience with the same or similar aircraft types and recommendations from third parties. Subsequent revisions to these estimates, which can be significant, could be caused by changes to our maintenance program, changes in utilization of the aircraft, governmental regulations related to aging aircraft.

We evaluate annually whether there is an indication that our property and equipment may be impaired. Factors that would indicate potential impairment may include, but are not limited to, significant decreases in the market value of long-lived assets, a significant change in the long-lived asset’s physical condition, and operating or cash flow losses associated with the use of long-lived assets. An impairment loss exists when the book value of an asset unit exceeds its recoverable amount, which is the higher of fair value less selling costs and value in use. The calculation of fair value less selling costs is based on information available of sales transactions regarding similar assets or market prices less additional costs for disposing of assets.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.Operating Results

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this annual report, as well as the data set forth in “Item 3.A. Selected Financial Data.” The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report particularly in “Item 3.D. Risk Factors.”

Principal Factors Affecting Our Financial Condition and Results of Operations

We believe our operating and business performance is driven by various factors that affect the global and Brazilian economy, the Brazilian airline industry, trends affecting the broader Brazilian travel industry, and trends affecting the specific markets and customer base that we target. The following key factors may affect our future performance. In 2025, we continued to experience some challenges as the weakening Brazilian real, significant OEM and supply chain issues, and higher-than-expected fuel prices. However, despite the challenges, we grew as an airline during 2025, kept our reach to 160 destinations, improved our punctuality from being the 10th most punctual airline in the world to being the 4th, according to Cirium. In 2025 the demand for our products and services remained extremely strong, our capacity and traffic increased 10% and 12% respectively. Through our strong operations, we now have the ability to focus on our growth and margin expansion for the next several years. We continue to see exciting opportunities in our passenger, loyalty, vacations and logistics businesses.

114	Azul S.A.

Financial markets have been negatively impacted by the current macroeconomic trends, including high interest rates, rising inflation, and more recently, the imposition of tariffs by the United States on foreign countries, and concerns regarding the escalation of geopolitical tensions and armed conflicts. Uncertainty remains and potential impacts on the broader economy, and our business, our business partners, and/or industry as a whole may be adversely impacted in ways that we cannot predict at this time.

Brazilian Economic Environment

As most of our flight operations are within Brazil, our revenues and profitability are affected by conditions in the Brazilian economy. Our operations and the airline industry in general are particularly sensitive to changes in economic conditions. Unfavorable economic conditions, such as high unemployment rates and a constrained credit market, can reduce spending for both leisure and business travel. Unfavorable economic conditions can also impact our ability to raise fares to counteract increased fuel, labor, and other expenses, and generally increase our credit rank, particularly with respect to our trade receivables.

The following table shows data for real GDP, inflation and interest rates in Brazil, the Brazilian real/U.S. dollar exchange rate and crude oil prices for and as of the periods indicated.

	As of and for the Years ended December 31,
	2025		2024		2023
Real growth in gross domestic product	2.5	%	3.4	%	2.9	%
Inflation (IGP-M)(1)	(1.05)	%	6.54	%	(3.18)	%
Inflation (IPCA)(2)	4.26	%	4.83	%	4.46	%
Long-term rates – TLP (average)(3)	8.66	%	5.30	%	6.55	%
CDI Rate (average)(4)	14.33	%	10.88	%	13.04	%
SOFR 3-month (average)	4.2	%	3.4	%	5.5	%
Period-end exchange rate—reais per US$ 1.00	5.50		6.19		4.90
Average exchange rate—reais per US$ 1.00(5)	5.58		5.39		5.00
Average depreciation of the real vs. US$	(3.5)	%	(7.8)	%	(3.3)	%
WTI crude price (average US$ per barrel during period)	65.39		94.53		77.66
Unemployment rate(6)	5.1	%	6.6	%	7.8	%	Source: FGV, IBGE, Central Bank, Bloomberg and Energy information administration
---	---
(1)	Inflation (IGP-M) is the general market price index measured by the FGV.
(2)	Inflation (IPCA) is a broad consumer price index measured by the IBGE.
(3)	TJLP was replaced by TLP and is the Brazilian long-term interest rate (average of monthly rates for the year).
(4)	The CDI Rate is an average of inter-bank overnight rates in Brazil (daily average for the period).
(5)	Average of the exchange rate on each business day of the year.
(6)	Average unemployment rate for year as measured by IBGE.

According to IBGE, the Brazilian economy grew 2.5% in 2025 mainly due to the recovery of the agricultural sector, followed by an increase in the services and industry. In comparison, GDP grew by 3.4% in 2024 and 2.9% in 2023, representing a continued recovery from the impacts of the COVID-19 pandemic which contributed to a 3.3% decrease in GDP in 2020.

In terms of passenger demand as measured by RPKs, according to ANAC, grew by 10.8% compared to 2024, while the supply ASK (Available Seat Kilometers) increased by 10%. In the comparison between December 2025 and December 2024, demand grew by 11.7%, while supply increased by 10.1%.

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Impact of Airline Industry Competition

The airline industry is highly competitive. The principal competitive factors in the airline industry are fare pricing, flight schedules, flight times, aircraft type, passenger amenities, number of routes served from a city, customer service, safety record and reputation, brand recognition, code-sharing relationships, and loyalty programs and redemption opportunities. Price competition occurs on a market-by-market, route-by-route and flight schedule basis through price discounts, changes in pricing structures, fare matching, target promotions and loyalty program initiatives.

As of December 31, 2025, 16% and 14% of our domestic network overlapped with that of Gol and LATAM, respectively. At Viracopos airport, our primary hub, only 3 out of 71 domestic destinations faced direct competition from Gol or LATAM as of December 31, 2025.

In addition, we were the sole airline on 80% of our routes, we are the leading airline in 115 Brazilian cities in terms of departures and carried approximately 32 million passengers in the year ended December 31, 2025.

Effects of Aviation Fuel Costs

Aviation fuel costs have been subject to wide fluctuations in recent years. Fuel availability and pricing are also subject to refining capacity, periods of market surplus and shortage, and demand for heating oil, gasoline and other petroleum products, as well as meteorological, economic and political factors and events occurring throughout the world, which we can neither control nor accurately predict. We attempt to mitigate fuel price volatility through commodity forward agreements with banks or a fixed price agreement with Vibra Energia (formerly BR Distribuidora). See “Item 5.A. Operating Results —Principal Components of Our Results of Operations—Operating Expenses.” Our fuel hedging practices are dependent upon many factors, including our assessment of market conditions for fuel, the pricing of hedges and other derivative products in the market and applicable regulatory policies. Petrobras, the leading player in the Brazilian oil industry and the parent company of Vibra Energia, has a strategy to equalize aviation fuel prices to international fuel prices every month. There are also regional differences based on logistical issues and different regional taxes.

Seasonality

Our operating revenue and results of operations are substantially dependent on overall passenger traffic volume, which is subject to seasonal and other changes in traffic patterns. Therefore, our operating revenue and results of operations for any interim period are not necessarily indicative of those for the entire year. We generally expect demand to be greater in the first, third and fourth quarters of each calendar year compared to the second quarter of each year. This demand increase occurs due to an increase in business travel during the second half of the year, as well as the Christmas season, Carnival and the Brazilian school summer vacation. Although business travel can be cyclical depending on the general state of the economy, it tends to be less seasonal than leisure travel, which peaks during vacation season and around certain holidays in Brazil.

The table below shows our average fare in reais for the periods indicated, reflecting our total passenger revenue divided by passenger flight segments for such periods:

	Average Fare (R)
Year Ended December 31,	First Quarter	Third Quarter	Fourth Quarter
2023	590.80	587.60	643.63
2024	604.40	588.60	629.90
2025	633.80	656.25	671.41

All values are in US Dollars.

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Effects of Exchange Rates, Interest Rates and Inflation

Our results of operations are affected by currency fluctuations. For the year ended December 31, 2025, 79.3% of our revenue was domestic and therefore denominated in reais while 45.2% of our operating expenses were either payable in or affected by the U.S. dollar, such as aviation fuel, certain flight hour maintenance contract payments and aircraft insurance. We also have certain aircraft debt denominated in U.S. dollars, see “Item 5.B. Liquidity and Capital Resources—Loans and Financings.” We use short-term arrangement to hedge against exchange rate exposure related to our aircraft lease and other rent payment obligations.

We also have assets denominated in foreign currency, including security deposits, maintenance reserves, cash and equivalents, among other assets, providing us with a natural hedge against our U.S. dollar denominated liabilities to the extent that such assets are denominated in U.S. dollars. In addition, our aircraft, engines, and spare parts are commercialized in U.S. dollars.

Inflation also had, and may continue to have, effects on our financial condition and results of operations. For the year ended December 31, 2025, approximately, 21.1% of our operating expenses, including salaries, catering and ground handling expenses were impacted by changes in inflation.

The Central Bank determines the base interest rate in order to manage inflation. Variations in interest rate affect primarily our long-term obligations subject to variable interest rates, including our loans and financing. As of December 31, 2025, we had R$23,059.6 million in current and noncurrent loans and financing of which 2.9% were indexed by the CDI rate, or interbank interest rate. In addition, interest rates also affect our financial income to the extent that we have investments indexed to the CDI Rate. The Central Bank has changed the base interest rate several times over the past years in order to keep inflation within its targets.

Principal Components of Our Results of Operations

Operating Revenue

Our operating gross revenue is primarily derived from transporting customers in our aircraft. For the year ended December 31, 2025, 92.4% of our gross revenue was derived from passenger revenue, and 7.6% was derived from other revenue.

For the year ended December 31, 2025, 79.3% of our revenue was domestic and therefore denominated in Brazilian reais. Passenger revenue is recognized either upon departure of the scheduled flight or when a purchased ticket expires unused, including revenue related to the redemption of Azul Fidelidade points for Azul flights. Cargo revenue is recognized when transportation is provided. Passenger revenue depends on our capacity, load factor and yield. Capacity is measured in terms of ASKs, which represents the number of seats we make available on our aircraft multiplied by the number of kilometers these seats are flown. Load factor, or the percentage of our capacity that is actually used by paying customers, is calculated by dividing RPKs, which represents the number of kilometers flown by revenue passengers, by ASKs. Yield is the average amount that one passenger pays to fly one kilometer. We use RASK, or revenue divided by ASKs, and PRASK, or passenger revenue divided by ASKs, as our key performance indicators, because we believe they enable us to evaluate the balance between load factor and yield. Since our first year of operations, we have maintained a significant RASK and PRASK premium compared to our competitors given our higher load factors and yields. We expect that our strategy will enable us to maintain that premium in the future.

Our revenues are net of certain taxes, including state-value added tax, the Tax on Circulation of Goods and Services (Imposto sobre Circulação de Mercadorias e Serviços), or ICMS; federal social contribution taxes, including the Social Integration Program (Programa de Integração Social), or PIS; and the Social Contribution to Social Security Financing (Contribuição Social para o Financiamento da Seguridade Social), or COFINS. ICMS does not apply to passenger revenue. The average rate of ICMS on cargo revenues varies by state and ranges from 4% to 19%. In respect of passenger transportation revenues, the applicable rates of PIS and COFINS are 0.65% and 3%, respectively, due to a specific rule which enforces the use of the cumulative system of PIS and COFINS on these revenues. The remaining revenue related to air transportation activity is levied at rates of 1.65% and 7.60%, respectively. The Municipal Tax on Services (Imposto Sobre Serviços), or ISS, is a municipal tax assessed at rates varying from 2% to 5% of our service rendered revenues.

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The air transportation business is volatile and highly affected by economic cycles and trends. Fluctuations in aviation fuel prices, customer discretionary spending, fare initiatives, labor actions, pandemics such as COVID-19, weather and other factors have resulted in significant fluctuations in revenues and results of operations in the past.

ANAC, the Brazilian civil aviation agency, may adopt regulations that influence our ability to generate revenue as it is responsible for approving the concession of landing rights slots, entry of new companies, launch of new routes, increases in route frequencies and lease or acquisition of new aircraft. Our ability to grow and to increase our revenues is dependent on approvals for new routes, increased frequencies and additional aircraft by ANAC.

Operating Expenses

We are committed to maintaining a low-cost operating structure, and we seek to keep our expenses low by operating a young and efficient fleet with a single-class of service on domestic routes, maintaining high employee productivity, investing significantly in technology, utilizing our fleet efficiently and deploying low-cost distribution processes.

Our largest operating expense is aviation fuel, which represented 33.0% of our total operating expenses in 2025, 34.6% of our total operating expenses in 2024 and 34.9% in 2023. Aircraft fuel prices in Brazil are much higher than in the United States, as the Brazilian infrastructure needed to produce, transport and store fuel is expensive and aviation fuel prices are controlled by a concentrated number of suppliers. Our aviation fuel expenses are variable and fluctuate based on global oil prices. Since global prices are denominated in U.S. dollars, our aviation fuel costs are also subject to exchange rate fluctuations between the real and U.S. dollar.

During the year ended December 31, 2025, the fuel price per liter decreased 5.1%, from R$4.21 per liter for the year ended December 31, 2024 to R$4.00 per liter for the year ended December 31, 2025.

We attempt to mitigate fuel price volatility related to global changes in fuel prices through commodity forward agreements with banks and also have the option to enter into hedge agreements with Petrobras. The Petrobras hedging product available to us enables us to lock in the cost of the jet fuel we will consume in the future, thereby offering a more tailored hedge than WTI or heating oil futures, which are not perfectly correlated to jet fuel. In addition, Petrobras offers us the option to lock the jet fuel price in reais, thereby hedging our exposure not only to fuel prices, but also to the Brazilian real/U.S. dollar exchange rates.

In addition, local taxes applicable to the sale of jet fuel are high, ranging from —% to 18.0%. Different states in Brazil apply different rates of value-added tax to fuel, requiring us to continually adjust our fuel prices to optimize fuel uplift. Several states in Brazil offer a value-added fuel tax relief or subsidy to airlines that provide better connectivity between cities within the state and other domestic or international destinations. Given the size of our network and diversified fleet, we believe we pay lower value-added fuel tax rates compared to our main competitors.

Salaries and benefits paid to our Crewmembers, include, among others, health care, dental care, child care reimbursement, life insurance, funeral assistance, school aid (granted to expatriate executive officers only), housing allowance (granted to expatriate executive officers only), bonuses, pension plans, transportation tickets, food allowances and meal vouchers. We believe that we have a cost advantage compared to industry peers in salaries and benefits expenses due to high employee productivity measured by the average number of employees per aircraft. We had 81 FTEs per aircraft as of December 31, 2025. We also benefit from generally lower labor costs in Brazil, when compared to other countries, which is somewhat offset by lower productivity due to government requirements over employee labor conditions and taxes on payroll.

Landing fees include airport charges for each landing and aircraft parking, connecting fees as well as aeronautical and navigation fees. Most of these fees vary based on our level of operations and the rates are set by INFRAERO, DECEA and private airports.

Traffic and customer servicing includes the cost of airport facilities, ground handling expenses, customer bus service and inflight services and supplies. During the pandemic, due to Anvisa’s orientation, we suspended the inflight service. We provide complimentary bus services between a limited number of locations and certain strategic airports, such as transportation from the city of São Paulo to Viracopos airport, and we believe that the additional customers we attract by offering this service more than offset its cost.

118	Azul S.A.

Our advertising and publicity expenses include commissions paid to travel and cargo agents, fees paid to credit card companies and advertising associated with the sale of our tickets and other products and services. We believe that our distribution costs are lower than those of our competitors because a higher proportion of our customers purchase tickets directly through our website instead of through traditional distribution channels, such as ticket offices, and we have comparatively fewer sales made through higher cost global distribution systems. We employ low-cost, innovative marketing techniques, focusing on social networking tools (Instagram, Facebook, Twitter, YouTube and Instagram) and generating word of mouth recognition, including visibly branded complimentary bus service and buzz marketing moments to enhance brand recognition and provide promotions directed at our customers. We believe that we have an advantage compared to industry peers in advertising and marketing expenses and expect this advantage will remain in the future.

Our maintenance and repair expenses consist of line maintenance checks and certain maintenance fees based on number of hours flown to access spare parts to repair aircraft and engines. Our fleet is the youngest compared to our main competitors, with an average age of 7.2 years, excluding our Cessna Caravan aircraft as of December 31, 2025. As the aircraft age, our maintenance expenses tend to increase.

At the initial recognition of aircraft or right-of-use assets, Azul allocates the total cost of the aircraft between major components; airframe, engines, auxiliary power unit (“APU”), or propeller landing gear, heavy maintenance and structural checks. The useful economic life is the period extending up to the next heavy maintenance or structural check or the remaining useful life of the aircraft/engines or lease contract, whichever is shorter. Azul has maintenance contracts for its engines that cover all significant maintenance events. Azul has "power-by-the-hour" type contracts, which stipulate a rate for maintenance per hour flown, which are paid in accordance with the total hours flown when maintenance occurs. Subsequent heavy maintenance events and structural checks, which increase the useful lives of the assets, are capitalized and recognized as property and equipment or in addition to the right-of-use assets, according to the underlying asset. Subsequently they are depreciated during the respective period of use or until the end of the lease. Repairs and other routine maintenance are recognized in maintenance expenses during the period in which they are incurred.

Depreciation and amortization expenses include the depreciation of all fixed assets we own or right-of-use assets, including amortization of capitalized maintenance expenses.

Other operating expenses, net consist of general and administrative expenses, purchased services, equipment rental, communication costs, professional fees, travel and training expenses for crews and ground personnel, provisions for legal proceedings, interrupted flights and all other overhead expenses.

Slightly over half of our expenses, such as fuel and maintenance, fluctuate with changes in the exchange rate between the real and the U.S. dollar. We currently enter into arrangements to hedge against increases in fuel prices.

Financial Results

Our financial income includes interest earned on our cash and cash equivalents (which bear interest indexed to the CDI Rate) and short-term investments. Our financial expenses include interest expense on lease liabilities, aircraft debt, loans and financings and working capital facilities, which are exposed to foreign currency fluctuations. The balances of derivative financial instruments include gains or losses on our derivatives not designated for hedge accounting. Foreign currency exchange is the net gain or loss on our assets and liabilities related to the appreciation or depreciation of the real against the U.S. dollar and has limited impact on our cash position.

Taxes

We account for income taxes using the liability method. We record deferred tax assets only when, based on the weight of the evidence, it is more likely than not that the deferred tax assets will be realized. Deferred taxes are recorded based on differences between the financial statement basis and tax basis of assets and liabilities and available tax loss and credit carryforwards. In assessing whether the deferred tax assets are realizable, our management considers whether it is more likely than not that some or all of the deferred tax assets will be utilized. We consider all available evidence, both positive and negative, in determining future taxable income on a jurisdiction by jurisdiction basis.

Azul S.A.	119

We and our subsidiaries had net operating loss carryforwards of R$26,352.2 million for the year ended December 31, 2025, represented by income tax losses and negative basis of social contribution.

Critical Accounting Policies and Estimates

For this discussion, see our audited consolidated financial statements included elsewhere in this annual report.

Impact of the Voluntary Reorganization on our Results of Operations

In 2025, our results of operations and financial condition were significantly affected by the implementation of our Voluntary Reorganization under the Chapter 11 Cases. See “Item 4. Information on the Company—Business Overview—Voluntary Reorganization.” The Voluntary Reorganization was driven primarily by the economic distress and travel disruptions that resulted from the COVID-19 pandemic and a catastrophic flood in 2024 which forced the temporary closure of Porto Alegre airport (one of our strategic airports), combined with the effects of customer litigation, a difficult macroeconomic environment. including the effects of global inflation, as well as OEM disruptions. These events materially reduced demand, increased operational disruptions and tightened liquidity, ultimately leading us to seek relief under the Chapter 11 Cases.

Following extensive negotiations with our key financial stakeholders, the Bankruptcy Court entered the Confirmation Order on December 19, 2025, and we emerged from the Chapter 11 Cases on the Effective Date. Upon emergence, we consummated all material transactions contemplated by the confirmed the Plan, including: (i) the AerCap Global Settlement; (ii) the Fleet Restructuring; (iii) the entry into new Exit Financing Facilities that replaced our DIP Facility and reprofiled our capital structure; (iv) the Equitization of 1L/2L Claims, pursuant to which the 1L Notes Claims, the Convertible Debenture Claims, and 2L Notes Claims were exchanged for common shares; (v) a new governance structure; (vi) the establishment of the GUC Trust for the benefit of general unsecured creditors, which received, holds and administers the GUC Assets on behalf of the beneficiaries of the GUC Trust; (vii) the Equity Rights Offering, with the subscription and payment in cash of common shares by the Backstop Commitment Parties, United, and the Additional Investment Holders and (viii) the American Warrants (pursuant to which American is expected to fund its committed equity investment through the exercise thereof after the Effective Date in accordance with its terms) and the Additional Investment Warrants, each of which provides for potential additional capital and liquidity, which provided new capital and liquidity. See “Item 4.B. Business Overview—Voluntary Reorganization.” With the exception of our DIP Facility and certain interim transactions, the aforementioned transactions were implemented after December 31, 2025 and accordingly are not reflected in our financial results for the year ended December 31, 2025.

These transactions required the application of significant accounting judgments under IFRS, including the measurement and derecognition of liabilities, recognition of new financial instruments, valuation of common shares issued upon emergence, and the reassessment of useful lives, lease terms and right-of-use assets in connection with our updated fleet plan. The Voluntary Reorganization also resulted in material gains and losses recognized in our consolidated statements of operations, including reorganization items, fair value adjustments and extinguishment of debt.

As a result, our financial statements for the year ending December 31, 2026 (and interim periods within that) will reflect the substantial one-time effects of the Voluntary Reorganization as well as the initial impacts of our simplified post-emergence capital structure, fleet profile and cost base.

120	Azul S.A.

Results of Operations

General

We believe we have created a robust network of profitable routes by stimulating demand through frequent and affordable air service. We expect that most of our domestic capacity growth will come from replacing smaller aircraft with larger, fuel efficient, next generation aircraft that have a lower seat cost. We also expect to continue adding select routes and cities that we believe possess high demand and growth potential and are either not served or underserved by other airlines. We expect to continue leveraging the strong connectivity we have created in Brazil to benefit from the addition of select international destinations in the United States and Europe. In addition, we believe that we will continue benefiting from additional revenue streams coming from our Azul Fidelidade loyalty program, our cargo, and our travel package businesses.

The following chart includes certain operating information that evidences the evolution of our business between 2008 through December 31, 2025:

			Total Aircraft at End of Period
As of	Cities Served	FTEs	Owned	Leased	Total(1)
December 31, 2008(1)	3	712	3	2	5
December 31, 2009(1)	17	1,535	8	6	14
December 31, 2010(1)	28	2,940	14	13	27
December 31, 2011(1)(2)	43	4,329	22	27	49
December 31, 2012(1)	100	8,914	50	74	124
December 31, 2013(1)	103	9,848	56	81	137
December 31, 2014(1)	106	10,501	46	107	153
December 31, 2015(1)	102	10,533	46	106	152
December 31, 2016(1)(3)	102	10,311	39	100	139
December 31, 2017(1)(3)	104	10,878	27	120	147
December 31, 2018(1)(3)	110	11,807	20	123	143
December 31, 2019(3)	116	13,189	19	147	166
December 31, 2020(4)	112	11,946	34	158	192
December 31, 2021(5)	147	12,485	37	155	192
December 31, 2022(6)	158	13,543	40	172	212
December 31, 2023(6)	167	15,248	40	169	209
December 31, 2024(1)	152	15,367	38	182	220
December 31, 2025(1)	144	15,547	39	188	227	(1)	Includes aircraft held under finance and operating leases.
---	---
(2)	Includes operating information resulting from the TRIP acquisition since November 30, 2012.
(3)	Includes aircraft subleased to TAP, 15 as of December 31, 2019 and 13 as of December 31, 2020.
(4)	Includes 13 aircraft subleased to TAP and 1 subleased to Breeze Airways.
(5)	Includes 6 aircraft subleased to TAP and 3 subleased to Breeze Airways.
(6)	Includes 3 aircraft subleased to Breeze Airways.		Azul S.A.	121
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Comparison of the year ended December 31, 2025 to the year ended December 31, 2024

	Years Ended December 31,		Percent<br>Change
	2025	2024
	(in thousands of reais)
Passenger revenue	19,997,726	18,123,135	10.3	%
Other revenues	1,642,667	1,403,073	17.1	%
Total revenue	21,640,393	19,526,208	10.8	%
Aircraft fuel	(5,710,291)	(5,583,503)	2.3	%
Salaries and benefits	(2,693,363)	(2,722,872)	(1.1)	%
Airport taxes and fees	(1,266,186)	(1,074,818)	17.8	%
Auxiliary services for air transport	(956,933)	(872,481)	9.7	%
Maintenance	(824,058)	(789,222)	4.4	%
Advertising and publicity	(915,442)	(889,224)	2.9	%
Depreciation and amortization	(3,013,375)	(2,563,982)	17.5	%
Impairment and onerous contracts	—	143,790	(100.0)	%
Insurance	(100,401)	(79,588)	26.2	%
Renegotiations - Chapter 11	181,893	—	100.0	%
Breakage - GUC	1,724,867	—	100.0	%
Restructuring costs - Chapter 11	(871,028)	—	100.0	%
Other	(2,874,606)	(1,703,676)	68.7	%
Total expenses	(17,318,923)	(16,135,576)	7.3	%
Operating profit	4,321,470	3,390,632	27.5	%
Financial income	904,083	239,058	278.2	%
Financial expenses	(10,295,119)	(5,247,414)	96.2	%
Derivative financial instruments, net	986,521	317,729	210.5	%
Foreign currency exchange, net	4,207,915	(7,890,179)	(153.3)	%
Financial result	(4,196,600)	(12,580,806)	(66.6)	%
Income (loss) before income tax and social contribution	124,870	(9,190,174)	(101.4)	%
Current income tax and social contribution	(12)	(723)	(98.3)	%
Deferred income tax and social contribution	—	39,526	(100.0)	%
Income (loss) for the year	124,858	(9,151,371)	(101.4)	%	122	Azul S.A.
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The table below sets forth the breakdown of our operating revenues and expenses on a per-ASK basis for the periods indicated:

	For the Year Ended December 31,	Percent<br>Change
	2025
	(per ASK in R cents)
Total revenue:
Passenger revenue	39.28	0.3	%
Cargo and other revenue	3.23	6.6	%
Total revenues	42.51	0.8	%
Operating expenses:
Aircraft fuel	11.22	(7.0)	%
Salaries and benefits	5.29	(10.0)	%
Depreciation and amortization	5.92	6.9	%
Airport fees	2.49	7.3	%
Passenger expenses	1.88	—	%
Advertising and publicity	1.80	-6.2	%
Maintenance and repairs	1.62	(4.7)	%
Other operating expenses	3.80	7.3	%
Total operating expenses, net	34.02	(2.4)	%

All values are in US Dollars.

The table below presents our passenger revenue and selected operating data for the periods indicated.

	For the Year Ended December 31,		Percent<br>Change
	2025	2024
Passenger revenue (in millions of reais)	19,998	18,123	10.3	%
Available seat kilometers (ASKs) (millions)	50,908	46,292	10.0	%
Load factor (%)	83.2%	81.6%	2.0	%
Passenger revenue per ASK (cents) (PRASK)	39.28	39.15	0.3	%
Operating revenue per ASK (cents) (RASK)	42.51	42.18	0.8	%
Yield per passenger kilometer (cents)	47.05	47.97	(1.9)	%
Number of departures	310,713	322,082	(3.5)	%
Block hours	575,448	567,774	1.4	%

Revenue

In 2025, Azul´s total operating revenue increased 10.8% or R$2,114.2 million in the year ended December 31, 2025, reaching a record of R$21.6 billion mainly due to a healthy demand environment, robust ancillary revenues and the notable performance of our other businesses units.

Passenger Revenue

Passenger revenue increased 10.3% or R$1,874.6 million, from R$18,123.1 million in the year ended December 31, 2024 to R$19,997.7 million in 2025, due primarily to (i) a strong demand in both domestic and international passenger demand, (ii) the robust ancillary revenues and notable performance of our other businesses units, in particular Azul Fidelidade and Azul Viagens, and (iii) increase in the average fares charged to our passengers.

Azul S.A.	123

Other Revenues

Other Revenues increased 17.1% or R$239.6 million, from R$1,403.1 million in the year ended December 31, 2024 to R$1,642.7 million in 2025, due primarily to (i) an increase in international cargo net revenue of 23.7% or R$53.1 million, from R$224.1 million in the year ended December 31, 2024 to R$277.3 million in 2025, and (ii) the expansion in our diversified customer base with growth among retailers, manufacturers, and e-commerce operators in Brazil who use our logistic solutions.

Operating Expenses

For the year ended December 31, 2025, Azul recorded operating expenses of R$17.3 billion, compared to R$16.1 billion in the year ended December 31, 2024, representing a 7.3% increase, mainly due to inflation of 4.3% in the period, an increase in number of legal claims related to irregular operations that occurred mostly in 2024, and a 28.7% increase in international capacity, for which we incur higher costs, and a 4.3% depreciation of the Brazilian real against the U.S. dollar, partially offset by a higher productivity and a 5.0% reduction in fuel price.

Aircraft fuel. Aircraft fuel increased R$126.8 million, or 2.3%, from R$5,583.5 million in the year ended December 31, 2024 to R$5,710.3 million in the year ended December 31, 2025, mostly due to a 7.8% increase in fuel consumption partially offset by the reduction of 5.1% in fuel price.

Salaries and benefits. Salaries and benefits decreased 1.1% or 29.5 million, from R$2,722.9 million in the year ended December 31, 2024 to R$2,693.4 million in the year ended December 31, 2025, mainly driven by higher productivity through a reduction in FTE and several cost-reduction strategies, partially offset by our capacity increase of 10.0% in 2025 and a 4.8% union increase in salaries as a result of collective bargaining agreements applicable to all airline employees in Brazil

Airport taxes and fees. Airport taxes and fees increased 17.8% or R$191.4 million, from R$1,074.8 million in the year ended December 31, 2024 to R$1,266.2 million in the year ended December 31, 2025, mostly driven by the 5.4% increase in domestic capacity and a 28.7% increase in international capacity, for which we pay higher airport taxes and fees that are also generally denominated in U.S. dollars.

Auxiliary services for air transport. Auxiliary services for air transport increased 9.7% or R$84.5 million, from R$872.5 million in the year ended December 31, 2024 to R$956.9 million in the year ended December 31, 2025, primarily due the increase in international departures which have higher expenses, the 3.4% increase in passengers, in addition to 4.3% inflation in the period, partially offset by the optimization of our onboard services.

Advertising and publicity. Advertising and publicity expenses increased 2.9%, or R$26.2 million, from R$889.2 million in the year ended December 31, 2024 to R$915.4 million in the year ended December 31, 2025, mostly driven by the 10.3% increase in passenger revenue, leading to an increase in credit card fees and commissions.

Maintenance. Maintenance increased 4.4%, or R$34.8 million, from R$789.2 million in the year ended December 31, 2024 to R$824.1 million in the year ended December 31, 2025, mostly driven by 4.3% average depreciation of the real against the U.S. dollar and one-time events, partially offset by savings from insourcing of maintenance events and renegotiations with suppliers.

Depreciation and amortization. Depreciation and amortization increased 17.5% or R$449.4 million, from R$2,564.0 million in the year ended December 31, 2024 to R$3,013.4 million in the year ended December 31, 2025, driven by the increase in the size of our fleet compared to 2024, as a result of the fleet transformation process, which increased the right of-use assets recognized at a higher foreign exchange rate, and the increase in spare engines due to supply issues with OEMs.

Impairment and onerous contracts. Impairment and onerous contracts. decreased 100.0% from R$143.8 million in the year ended December 31, 2024 to R$0 in 2025, mainly due to the non-changes on the expected use of aeronautical materials.

124	Azul S.A.

Insurance. Insurance increased 26.2%, or R$20.8 million, from R$79.6 million in the year ended December 31, 2024 to R$100.4 million in the year ended December 31, 2025, mostly driven by the increase in D&O insurance and the increase in total contractual fleet.

Restructuring. As part of the restructuring process concluded under Chapter 11, we recognized gains of R$1,035.7 million primarily related to the renegotiations with stakeholders, breakage, and restructuring costs mainly related to professional advisors in the Voluntary Reorganization.

Other. Other increased 68.7% or R$1,170.9 million, from R$1,703.7 million in 2024 to R$2,874.6 million in 2025 mainly due to an increase in legal claims related to irregular operations occurred mostly in 2024 and 4.3% annual inflation.

Operating Profit

Operating profit increased 27.5%, or R$930.8 million, from R$3,390.6 million for the year ended December 31, 2024 to R$4,321.5 million in 2025. This increase is mainly due to a strong increase in revenue, a 10% increase in our capacity and a reduction in fuel burn per ASK as a result of our more efficient next-generation fleet and the positive impact from the lease renegotiations.

Financial Result

Financial income. Financial income increased 278.2%, or R$665.0 million, from R$239.1 million for the year ended December 31, 2024 to R$904.1 million in 2025, mainly due to the gain on the conversion of debt into shares.

Financial expenses. Financial expenses increased 96.2%, or R$5,047.7 million, from R$5,247.4 million for the year ended December 31, 2024 to R$10,295.1 million in 2025, mainly due to debt restructuring costs and the interest on the DIP Facility borrowed in 2025.

Derivative financial instruments, net. Derivative financial instruments, net, profit was of R$986.5 million for the year ended December 31, 2025, compared to R$317.7 million in 2024, mainly due to R$433 million positive effects on convertible debentures balance related to share price devaluation.

Foreign currency exchange, net. The net currency exchange effect on our monetary assets and liabilities when remeasured into reais, amounted to a non-cash gain on net monetary and foreign exchange variations of R$4,207.9 million for the year ended December 31, 2025, a net difference of R$12,098.1 million when compared to a loss of R$7,890.2 million in the year ended December 31, 2024, mainly due to the depreciation of the Brazilian real against the U.S. dollar of 4.3% in 2025, in addition to the increased in our debt denominated in U.S. dollars related of the borrowing of the DIP Facility.

Deferred income tax and social contribution

In the year ended December 31, 2025, there were no expenses related to deferred income tax and social contributions.

Azul S.A.	125

Profit for the Year

Profit for the year increased R$9,276.2 million, from a loss of R$9,151.4 million for the year ended December 31, 2024 to a profit of R$124.9 million in 2025, due to the reasons explained above.

Comparison of the year ended December 31, 2024 to the year ended December 31, 2023

	Years Ended December 31,		Percent<br>Change
	2024	2023
	(in thousands of reais)
Passenger revenue	18,123,135	17,227,728	5.2	%
Other revenues	1,403,073	1,326,697	5.8	%
Total revenue	19,526,208	18,554,425	5.2	%
Aircraft fuel	(5,583,503)	(5,890,485)	(5.2)	%
Salaries and benefits	(2,722,872)	(2,408,364)	13.1	%
Airport taxes and fees	(1,074,818)	(1,059,258)	1.5	%
Auxiliary services for air transport	(872,481)	(807,563)	8.0	%
Maintenance	(789,222)	(898,282)	(12.1)	%
Advertising and publicity	(889,224)	(779,264)	14.1	%
Depreciation and amortization	(2,563,982)	(2,404,223)	6.6	%
Impairment and onerous contracts	143,790	245,636	(41.5)	%
Insurance	(79,588)	(89,492)	(11.1)	%
Other	(1,703,676)	(2,802,036)	(39.2)	%
	(16,135,576)	(16,893,331)	(4.5)	%
Operating profit (loss)	3,390,632	1,661,094	104.1	%
Financial income	239,058	220,141	8.6	%
Financial expenses	(5,247,414)	(5,608,771)	(6.4)	%
Derivative financial instruments, net	317,729	(238,458)	(233.2)	%
Foreign currency exchange, net	(7,890,179)	1,625,064	(585.5)	%
Financial result	(12,580,806)	(4,002,024)	214.4	%
Loss before income tax and social contribution	(9,190,174)	(2,340,930)	292.6	%
Current income tax and social contribution	(723)	—	100.0	%
Deferred income tax and social contribution	39,526	(39,526)	(200.0)	%
Loss for the year	(9,151,371)	(2,380,456)	284.4	%	126	Azul S.A.
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The table below sets forth the breakdown of our operating revenues and expenses on a per-ASK basis for the periods indicated:

	For the Year Ended December 31,	Percent <br>Change
	2024
	(per ASK in R cents)
Total revenue:
Passenger revenue	39.15	(0.8)	%
Cargo and other revenue	3.03	—
Total revenue	42.18	(0.7)	%
Operating expenses:
Aircraft fuel	12.06	(9.9)	%
Salaries and benefits	5.88	7.9	%
Depreciation and amortization	5.54	5.3	%
Airport fees	2.32	(3.3)	%
Passenger expenses	1.88	2.2	%
Advertising and publicity	1.92	8.5	%
Maintenance and repairs	1.70	9.0	%
Other operating expenses	3.54	(16.3)	%
Total operating expenses, net	34.86	(2.9)	%

All values are in US Dollars.

n.a. = not applicable

The table below presents our passenger revenue and selected operating data for the periods indicated.

	For the Year Ended December 31,			Percent<br>Change
	2024	2023
Passenger revenue (in millions of reais)	18,123	17,228		5.2	%
Available seat kilometers (ASKs) (millions)	46,292	44,006		5.2	%
Load factor (%)	81.6%	80.4	%	1.2	%
Passenger revenue per ASK (cents) (PRASK)	39.15	39.46		(0.8)	%
Operating revenue per ASK (cents) (RASK)	42.18	42.48		(0.7)	%
Yield per passenger kilometer (cents)	47.97	49.05		(2.2)	%
Number of departures	322,082	316,896		1.6	%
Block hours	567,774	550,843		3.1	%

Revenue

In 2024, Azul´s total operating revenue increased 5.2% or R$971.8 million in the year ended December 31, 2024, reaching a record of R$19.5 billion. Passenger revenue increased 5.2% on 5.2% more capacity compared to the same period last year, boosted by the full recovery of corporate and international passenger demand.

Passenger Revenue

Passenger revenue increased 5.2% or R$895.4 million, from R$17,227.7 million in the year ended December 31, 2023 to R$18,123.1 million in 2024, due primarily to (i) a strong demand in both domestic and international passenger demand, and (ii) the outstanding performance of our other businesses units as Azul Fidelidade and Azul Viagens.

Azul S.A.	127

Other Revenues

Other Revenues increased 5.8% or R$76.4 million, from R$1,326.7 million in the year ended December 31, 2023 to R$1,403.1 million in 2024, due primarily to (i) an increase in international cargo net revenue of 8.7% or R$17.9 million, from R$206.3 million in the year ended December 31, 2023 to R$224.1 million in 2024 and, (ii) the expansion in our diversified customer base with growth among retailers, manufacturers, and e-commerce operators in Brazil who use our logistic solutions.

Operating Expenses

For the year ended December 31, 2024, Azul recorded operating expenses of R$16.1 billion, compared to R$16.9 billion in the year ended December 31, 2023, representing a reduction of 4.5%, mainly due to 7.6% reduction in jet fuel price per liter, offset by 7.8% average depreciation of the Brazilian real against the U.S. dollar and the capacity and revenue increase of 5.2% and 4.4%, respectively in addition to investments to growth and maximize fleet availability to benefit from the continued strong demand environment.

Aircraft fuel. Aircraft fuel decreased R$307.0 million, or 5.2%, from R$5,890.5 million in the year ended December 31, 2023 to R$5,583.5 million in the year ended December 31, 2024, even with a 5.2% increase in total capacity, mostly due to a 7.6% reduction in fuel price per liter (excluding hedges) and a reduction in fuel burn per ASK as a result of our more efficient next-generation fleet.

Salaries and benefits. Salaries and benefits increased 13.1% or R$314.5 million, from R$2,408.4 million in the year ended December 31, 2023 to R$2,722.9 million in the year ended December 31, 2024, mainly driven by our capacity increase of 5.2% in 2024, a 4.8% union increase in salaries as a result of collective bargaining agreements applicable to all airline employees in Brazil, and the insourcing of certain activities as total costs reduction initiatives.

Airport taxes and fees. Airport taxes and fees increased 1.5% or R$15.6 million, from R$1,059.3 million in the year ended December 31, 2023 to R$1,074.8 million in the year ended December 31, 2024, mostly driven by the 5.2% increase in total capacity, partially offset by a reduction in fines related to the individual settlement agreement with the National Treasury Attorney’s Office and the Special Secretariat of the Federal Revenue of Brazil.

Auxiliary services for air transport. Auxiliary services for air transport increased 8.0% or R$64.9 million, from R$807.6 million in the year ended December 31, 2023 to R$872.5 million in the year ended December 31, 2024, mostly due to the 5.4% increase in passengers, 1.6% increase in departures, in addition to 4.8% inflation in the period, partially offset by the reduction in onboard services.

Advertising and publicity. Advertising and publicity expenses increased 14.1%, or R$110.0 million, from R$779.3 million in the year ended December 31, 2023 to R$889.2 million in the year ended December 31, 2024, mostly driven by higher advertising campaigns and regional events, in addition to the 4.4% increase in passenger revenue, leading to an increase in credit card fees and commissions.

Maintenance. Maintenance reduced 12.1%, or R$109.1 million, from R$898.3 million in the year ended December 31, 2023 to R$789.2 million in the year ended December 31, 2024, mostly driven by 7.8% average depreciation of the real against the U.S. dollar, savings from insourcing of maintenance events and renegotiations of our engine maintenance agreements, partially offset by a higher number of maintenance events to maximize aircraft availability and support 2024 growth.

Depreciation and amortization. Depreciation and amortization increased 6.6% or R$159.8 million, from R$2,404.2 million in the year ended December 31, 2023 to R$2,564.0 million in the year ended December 31, 2024, driven by the increase in the size of our fleet compared to 2024, as a result of the fleet transformation process.

Impairment and onerous contracts. Impairment and onerous contracts. decreased 41.5% or R$101.8 million, from R$245.6 million in the year ended December 31, 2023 to R$143.8 million in 2024, mainly due to the expected use of aeronautical materials.

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Insurance. Insurance decreased 11.1%, or R$9.9 million, from R$89.5 million in the year ended December 31, 2023 to R$79.6 million in the year ended December 31, 2024, mostly driven by the 2.1% decrease in total contractual fleet.

Other. Other decreased 39.2% or R$1,098.4 million, from R$2,802.0 million in the year ended December 31, 2023 to R$1,703.7 million in the year ended December 31, 2024, mainly driven by cost-reduction initiatives and lower judicial claims in the period, partially offset by the 7.8% depreciation of the Brazilian real against the US dollar.

Operating Profit

Operating profit increased 104.1%, or R$1,729.5 million, from R$1,661.1 million for the year ended December 31, 2023 to R$3,390.6 million in 2024. This increase is mainly due to the gradual rebuilding of the network, ending the year with an increase in passenger demand during 2024 of 6.7% compared to 2023 and a 7.6% reduction in fuel price per liter (excluding hedges) and a reduction in fuel burn per ASK as a result of our more efficient next-generation fleet.

Financial Result

Financial income. Financial income increased 8.6%, or R$18.9 million, from R$220.1 million for the year ended December 31, 2023 to R$239.1 million in 2024, mainly due to the increase in financial investments.

Financial expenses. Financial expenses reduced 6.4%, or R$361.4 million, from R$5,608.8 million for the year ended December 31, 2023 to R$5,247.4 million in 2024, mainly due to tax transaction, which led to a reduction in interest. In addition, R$552.1 million refers to debt restructuring costs and debentures in the year ended December 31, 2023.

Derivative financial instruments, net. Derivative financial instruments, net, profit was a gain of R$317.7 million for the year ended December 31, 2024, compared to a net loss of R$238.5 million in 2023, mainly due to R$433 million positive effects on convertible debentures balance related to share price devaluation.

This line reflects (i) U.S. dollar derivative instruments used to hedge our foreign exchange exposure resulting from U.S. dollar denominated financial expenses and (ii) heating oil derivative instruments used to hedge our fuel exposure. As of December 31, 2024, Azul has hedged 7.8% of its expected fuel consumption for the next twelve months by using mostly heating oil derivatives, which dropped 13% from an average of R$281.3 million in 2023 to an average of R$244.3 million in 2024.

Foreign currency exchange, net. The net currency exchange effect on our monetary assets and liabilities when remeasured into reais, amounted to a non-cash loss on net monetary and foreign exchange variations of R$7,890.2 million for the year ended December 31, 2024, a R$9,515.2 million compared to a gain of R$1,625.1 million in the year ended December 31, 2023, mainly due to the depreciation of the Brazilian real against the U.S. dollar of 7.8% in 2024, in addition to the increased in our debt denominated in U.S. dollars related of the issuance of Bridge Notes raising US$150 million in gross proceeds by our subsidiary, Azul Secured Finance II, as part of a broader agreement to provide superpriority financing.

Deferred income tax and social contribution

In the year ended December 31, 2024, expenses related to deferred income tax and social contributions totaled R$39.5 million, mostly reversal of provisions constituted in 2023 due to temporary differences recognized related to foreign exchange variations which are taxed on a cash basis.

Loss for the Year

Loss for the year increased R$6,770.9 million or 284.4%, from R$2,380.5 million for the year ended December 31, 2023 to R$9,151.4 million in 2024, due to the reasons explained above.

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B.Liquidity and Capital Resources

General

Our short-term liquidity requirements relate to the payment of operating costs, including aircraft fuel and salaries, payment obligations under our lease liabilities and loans and financing (including aircraft debt-financing and debentures) and the funding of working capital requirements. Our medium- and long-term liquidity requirements include payments with the option of settlement in equity for aircraft and debt-financing, the working capital required to start up new routes and new destinations, and payment obligations under our borrowings and financings.

For our short-term liquidity needs, we rely primarily on cash provided by operations and cash reserves. For our medium- and long-term liquidity needs, we rely primarily on 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 other receivables include credit card sales and accounts receivables from travel agencies and cargo transportation. Our accounts receivables are affected by the timing of our receipt of credit card revenues and travel agency invoicing. One general characteristic of the retail sector in Brazil and the aviation sector in particular is the payment for goods or services in installments via a credit card. Our customers may pay for their purchases in up to ten installments without interest or up to 12 installments with 3% interest per month. This is similar to the payment options offered by other airlines in Brazil. Once the transaction is approved by the credit card processor, we are no longer exposed to cardholder credit risk, and the payment is guaranteed by the credit card issuing bank in case of default by the cardholder. Since the risk of non-payment is low, banks are willing to advance these receivables, which are paid the same day they are requested. As a result, we believe our ability to advance receivables at any time significantly increases our liquidity position.

As of December 31, 2025, our total cash position consisting of cash and cash equivalents and short-term and long-term investments, was R$1,017.9 million compared to R$2,322.4 million as of December 31, 2024.

We believe that we will continue to be able to access equity and debt capital markets if and when necessary.

The table below presents our cash flows from operating, investing and financing activities for the periods indicated:

	For the Year Ended December 31,
	2025	2024	2023
	(in thousands of reais)
Cash Flow
Net cash provided (used) by operating activities	(1,232,522)	2,787,024	3,439,691
Net cash used by investing activities	(573,380)	(1,565,655)	(874,482)
Net cash provided (used) by financing activities	1,708,927	(1,920,109)	(1,392,942)
Exchange rate changes on cash and cash equivalents	(121,390)	11,413	56,721
Increase (Decrease) in cash and cash equivalents	(218,365)	(687,327)	1,228,988

Net Cash Provided (Used) By Operating Activities

Net cash provided (used) by operating activities in 2025 was R$1,232.5 million used compared to R$2,787.0 million provided in the year ended December 31, 2024. The reduction of the operating cash flows was mainly due to (i) an increase in losses in the period due to foreign currency exchange variations and (ii) lower level of anticipations of accounts receivables in 2025 compared to 2024.

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Net Cash Used In Investing Activities

Net cash used in investing activities was R$573.4 million in 2025, compared to R$1,565.7 million in the year ended December 31, 2024. The decrease in cash used in investing activities is mostly related to property, plant and equipment acquisitions of R$482.9 million in 2025.

Net Cash Provided (Used) By Financing Activities

Net cash generated by financing activities was R$1,708.9 million in 2025 compared to R$1,920.1 million net cash used in the year ended December 31, 2024. The decrease in net cash used in financing activities was mainly due to the increase in the proceeds from loans and financing.

Contractual Obligations

Our non-cancellable contractual obligations (in thousands of R$) as of December 31, 2025 included the following:

	2026	2029-2031	>2031
	Less than 1 year	3 to 5 years	More than 5 years	Total
	(in thousands of R)
Commitments for future aircraft acquisition	1,423,374	13,369,985	4,757,476	22,084,813
Lease liabilities	3,601,304	7,385,587	6,456,995	23,182,541
Non-aircraft loans	14,590,706	3,417,261	—	25,736,037
Debentures	354,449	233,040	—	862,828
Aircraft loans	794,734	—	—	893,160
Interest on commitments	(125,853)	(7,158,457)	(3,204,816)	(11,208,923)
Interest on lease liabilities	(379,380)	(4,016,135)	(4,758,851)	(10,471,480)
Interest payable on bonds	(1,956,629)	(442,203)	—	(4,432,419)
Total	18,302,705	12,789,078	3,250,804	46,646,557

All values are in US Dollars.

Loans and Financings

As of December 31, 2025, we had total loans and financing of R$36,168.0 million (including R$397.4 million of Convertible Debentures, R$12.5 million of lease liabilities and R$178.9 million of leases - notes), compared to R$37,542.6 million as of December 31, 2024 (including R$1.2 million of Convertible Debentures, R$17.3 million of lease liabilities, R$1.4 million of leases - notes and R$2.7 million of lease - convertible to equity).

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The following tables set forth our short-term and long-term loans and financing as of December 31, 2025 and 2024:

	As of December 31,
	2025	2024
	(in thousands of reais)
Short-Term Debt
Local currency	983,061	1,063,546
Foreign currency (U.S. Dollars)	11,842,847	1,150,282
Senior Notes	1,046,347	117,693
Lease liabilities	3,353,501	4,928,197
Lease Notes	—	144,706
Lease Equity	—	1,241,318
Total short-term debt	17,225,756	8,645,742
Long-Term Debt
Local Currency	383,206	1,556,832
Foreign currency (U.S. Dollars)	403,560	817,756
Senior Notes	8,797,949	11,457,677
Lease liabilities	9,178,705	12,410,501
Lease Notes	178,857	1,212,278
Lease Equity	—	1,441,847
Total long-term debt	18,942,277	28,896,891
Total loans and financing	36,168,033	37,542,633

The following table sets forth the financial charges and balances of our aircraft and non-aircraft debt and excludes lease liabilities as of the periods indicated:

			As of December 31,
	Financial Charges		2025	2024
Aircraft financing(1)
In local currency (R$)	6.5%	Monthly repayment	—	3,509
In foreign currency (U.S.$)(1)	4.9% , SOFR1M + 4.6%; SOFR3M +2.6%	Monthly and quarterly payment	2,254,494	991,077
Non-aircraft financing:
In foreign currency (U.S.$)	7.3% to 11.9%; SOFR Index + 8.3%	Semi-annual and quarterly payment	19,438,854	12,552,334
In local currency (R$)	CDI + 1.6%	Bullety payment	707,783	592,639
Debentures (R$)	CDI + 5.0% and 6.25%	Monthly and quarterly payment	658,473	841,858
Convertible debenture (R$)	12%	Semi-annual payment	397,366	1,182,368
			23,456,970	16,163,785	(1)	Aircraft financing includes lease liabilities and financing agreements with respect to our aircraft, flight simulators and related equipment.
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As of December 31, 2025, we had 229 aircraft and engines under leases with an aggregate balance of R$11,605.0 million, 19 aircraft and engines held under finance leases with an outstanding total of R$707.6 million, with the underlying aircraft as collateral, and 30 owned aircraft and engines, which are accounted for under property, plant and equipment in the net amount of depreciation of R$1,367.3 million. Our non-aircraft secured loans, aircraft leases and aircraft debt financing contain customary covenants and restrictions, such as default in case of change of control and termination, or non-renewal of the agreement.

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Our debt securities, loans, aircraft leases and aircraft debt financing contain certain customary covenants and restrictions, which vary depending on the terms of each financing and which are subject to certain limitations and exceptions. Such covenants include, among other provisions (i) restrictions on the incurrence of debt, the granting of liens, the making of restricted payments and investments, entering into certain business activities, entering into mergers, consolidations or certain other transactions, the disposal of assets (including the disposal of collateral securing the relevant financings, as applicable), and the operation of the Azul Fidelidade program, the Azul Viagens business and the Azul Cargo business (including obligations in respect of customer databases), and (ii) obligations to deliver financial statements and certain certificates, including relating to compliance with financial covenants and restrictions, to redeem or offer to repurchase the relevant debt in certain circumstances and to grant and perfect additional collateral in certain circumstances.

For information in relation to certain covenants and restrictions in our debt, see “Item 3.D. Risk Factors—Risks Relating to our Business and the Brazilian Civil Aviation Industry—The affirmative and negative covenants in our financing agreements impose significant operating and financial restrictions on us, which limits our flexibility to respond to changing business and economic conditions, to complete certain transactions and to take advantage of business opportunities. Failure to comply with the terms of our debt and other obligations may result in the acceleration of debt and enforcement action being taken against collateral.”

The indenture governing the Exit Notes is filed as an exhibits to this annual report on Form 20-F and include the full text of certain covenants and restrictions to which we are subject.

As of December 31, 2025, although Chapter 11 may have triggered the non-compliance with some obligations, the parties are prevented to take any action as a result to such non-compliance actions.

Capital Expenditures

Our gross capital expenditures (acquisitions of property, equipment, capitalized maintenance and intangibles) for the years ended December 31, 2025, 2024 and 2023, totaled R$747.9 million, R$1,493.8 million and R$972.3 million, respectively. Most of these expenditures are related to the acquisition of new aircraft, engines, engine overhaul and aircraft equipment such as spare parts. Other capital expenditures include IT systems and facilities.

We typically hold our aircraft under leases agreements or aircraft loans. Although we believe financing should be available for all of our future aircraft deliveries, 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 secure these 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. We believe that our cash provided by operations and our ability to obtain financing (including through leases and aircraft debt-financing), by already approved lines of credit with financial institutions, as well as our ability to obtain leases and issue debentures in the Brazilian capital market, will enable us to honor our current contractual and financial commitments.

For additional information relating to our commitments for future acquisition of aircraft, see “Note 37. Commitments” to our audited consolidated financial statements.

Off-Balance Sheet Arrangements

As a result of full retroactive adoption of IFRS 16 – Leases as of January 1, 2019, we do not have off-balance sheet arrangements, as our operating lease obligations are now reflected in our financial statements.

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C.Research and Development, Patents and Licenses

We have registered the trademarks “AZUL” and “AZUL LINHAS AÉREAS BRASILEIRAS,” among others, with the INPI. We have also registered several domain names with the Brazilian body for domain registration, or NIC.br, and other domain registrars, including “voeazul.com.br,” “flyazul.com,” “azulviagens.com.br,” “azulcargo.com.br” and “tudoazul.com.” We also operate software products under licenses from our suppliers, such as Oracle, Trax, Sabre and Navitaire.

For the past three years, we have not had any research and development policies in effect.

D.Trend Information

In 2025, as a result of the economic distress and travel disruptions that resulted from the COVID-19 pandemic and a catastrophic flood in 2024 which forced the temporary closure of Porto Alegre airport (one of our strategic airports), combined with the effects of customer litigation, a difficult macroeconomic environment, including the effect of global inflation, as well as OEM disruptions, we sought the Voluntary Reorganization under the Chapter 11 Cases. Following extensive negotiations with our key financial stakeholders, the Bankruptcy Court entered the Confirmation Order confirming the Plan and we emerged from the Chapter 11 Cases on the Effective Date. Upon our emergence from the Chapter 11 Cases, we concluded the Voluntary Reorganization contemplated by the Plan, which effected a comprehensive transformation of our capital structure, liquidity profile and operational framework. The Plan provided for the equitization of substantially all of our unsecured funded indebtedness, new equity investments through an equity rights offering, with the subscription and payment in cash of common shares by certain holders of our pre-petition indebtedness and United, the American Warrants (pursuant to which American is expected to fund its committed equity investment through the exercise thereof following after our emergence from the Chapter 11 Cases in accordance with its terms) and the Additional Investment Warrants, the establishment of a trust for the benefit of general unsecured creditors, the implementation of a new governance structure and a new management incentive plan, the refinancing of our debtor-in-possession facility through long-term exit financing (which we accomplished through the issuance of the Exit Notes), a global settlement with AerCap, and the adoption of a streamlined and more cost-efficient fleet structure. See “Item 4.B. Business Overview—Voluntary Reorganization.”

Developments in Brazil’s political landscape also impacted us and may continue to impact us in the future. Uncertainty regarding political developments and over whether the current government of President Luis Inácio Lula da Silva or future Brazilian governments will implement changes in policy or regulation affecting these or other factors in the future, including as a result of exchange rates and currency fluctuations, internal or external factors sustaining persistent inflation, among other factors, may affect economic performance and contribute to economic uncertainty in Brazil, which may have an adverse effect on us and our common shares, including in the form of ADSs. We cannot predict what policies the current Brazilian government will adopt or whether such policies will have adverse consequences for the Brazilian economy or adversely affect us.

Additionally, developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, and developments relating to the Russia-Ukraine conflict, relating to the conflict among Israel and militant groups in the Middle East (including Hamas), tensions between the United States and Venezuela, as well as among the United States, Israel and Iran, may adversely affect the Brazilian economy and the price of Brazilian securities, including the price of our common shares, including in the form of ADSs. In addition, there is no assurance that Brent oil prices will further increase in the future.

However, we believe that our business model, strong cash position and balance will enable us to continue growing. Also, in the long-term, we believe that demand for passenger aircraft travel in the markets we serve will continue to grow as travel remains underpenetrated in Brazil compared to other developed economies. Under normal economic conditions, we believe there is a strong growth opportunity in airline service on routes not served by us or underserved routes among larger, medium-sized, and regional cities in Brazil. We expect the increase in demand for air travel will come from both domestic and international markets. In addition, we believe there is an opportunity to leverage our network connectivity by serving additional selected international destinations.

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E.Critical Accounting Estimates

For this discussion, see our audited consolidated financial statements included elsewhere in this annual report.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.Directors and Senior Management

Board of Directors

Our board of directors is responsible for, among other tasks, establishing our overall strategy and general business policies, supervising management, electing and removing our executive officers, and appointing our independent auditors. Pursuant to the governance provisions agreed to as part of the Voluntary Reorganization, which were approved at our extraordinary shareholders’ meeting (assembleia geral extraordinária) held on January 12, 2026, with effects as of the Effective Date, the size of our board of directors was reduced to up to seven members.

The members of our board of directors are elected for terms of one year and can be re-elected and removed at any time by our shareholders at a general shareholders’ meeting. However, the initial directors elected in connection with our emergence from the Chapter 11 Cases serve a two-year term during which they may be removed only for cause, without limitation to the powers of our Strategy Committee. “Cause” is defined in our bylaws as: (i) the conviction of, or plea of guilty or nolo contendere to a felony; (ii) any willful material violation of our material policies that results in material economic or reputational harm to us; (iii) willful and intentional neglect in the performance of duties or intentional and repeated failure or refusal to perform such duties that results in material economic or reputational harm to us; and (iv) material breach of any material non-competition, non-solicitation, confidentiality, or non-disparagement obligation that results in material economic or reputational harm to us. Pursuant to our bylaws, the chairman of the board of directors will be appointed by our shareholders at a general shareholders’ meeting. In addition, each member of our board of directors was appointed together with a designated replacement individual (each, a “Replacement Individual”) who would be eligible to serve in such person’s place in the event of removal, resignation, incapacity or death prior to the end of the elected term.

Our Strategy Committee is solely responsible for finding potential candidates and submitting to the board of directors the proposed slate of nominees for election as members of the board of directors to be recommended to our shareholders, with each Strategy Committee member entitled to appoint one candidate for nomination (resulting in five nominated candidates), and the candidates for any remaining board seats selected by a majority of the Strategy Committee members. Notwithstanding the foregoing, during the term of the initial members of our Strategy Committee elected in connection with our emergence from the Chapter 11 Cases, whenever a seat in the board of directors is or becomes vacant and there is no alternate for such position. Then such vacancy shall be filed by unanimous recommendation of the Strategy Committee members to the board of directors. The board of directors may not nominate members of the board of directors or select a slate of nominees in a manner inconsistent with the Strategy Committee’s recommendations. See “—Strategy Committee.”

No shareholder or other party has the right to appoint directors directly, except to the extent permitted under Brazilian law based on the size of such shareholder’s holding of common shares. In this regard, pursuant to the Brazilian Corporations Law, minority shareholders whose interest in our common shares represent a minimum of 15% of our total voting capital stock have the right to elect one director in a separate voting process.

Under our bylaws and in conformity with regulations of the Level 2 segment of the B3, at least two or 20%, whichever is greater, of the members of our board of directors must be independent, and must be expressly identified as so at the time of election. Pursuant to the Brazilian Corporations Law, members of our board of directors who are also shareholders of the company may not vote in any shareholders’ meetings or vote in any decision regarding any transaction in which there is a conflict of interest with such member.

The Level 2 segment of the B3 rules also require that all members of our board of directors execute a management compliance statement as a prerequisite for service on the board. Consistent with this statement, our directors are personally liable for our compliance with the terms of the Level 2 segment of the B3 Participation Agreement, including the Market Arbitration Chamber Rules (Câmara de Arbitragem do Mercado) and the Level 2 rules.

136	Azul S.A.

Pursuant to the Brazilian Corporations Law, the members of our board of directors are prohibited from taking any actions, including the deliberation of such actions during a meeting of the board of directors, in which he or she has a conflict of interest with us. In accordance with this law, our bylaws prohibit the election to our board of directors of someone who has or may have a conflict of interest, except when such conflict of interest is disregarded through a shareholders’ meeting. In addition, if a conflict of interest arises after the election of a member of our board of directors, such member may not exercise his or her right to vote and may not access information or participate in board of directors meetings related to such conflict of interest.

In connection with our Voluntary Reorganization, each member of our board of directors was appointed together with a designated replacement individual. A replacement individual may attend meetings and exercise voting rights in the absence of the corresponding member of our board of directors and, in the event of a vacancy arising from resignation, removal, incapacity or death, will automatically assume his or her position unless Brazilian law requires additional corporate action.

The governance provisions implemented pursuant to the Plan also grant AerCap the right to designate the Board Observer, subject to satisfaction by a majority of our board of directors and to customary confidentiality, recusal and information-use restrictions. Our board of directors may review the designation of the Board Observer every two years.

All decisions made by our board of directors are made by majority vote of those members present at the relevant meeting. Pursuant to our bylaws, our board of directors is required to meet at least once each quarter, and whenever corporate interests require such meeting.

In 2025, we paid our board of directors a fixed aggregate compensation amount totaling approximately R$ 5.4 million for services rendered. The members of our board of directors are also eligible to be granted stock-based compensation as a long-term incentive, see “Item 6.B. Management Compensation.” In addition, as a benefit, our directors receive passenger tickets on our flights.

As of the date of this annual report, we have entered into contractual arrangements, insurance policies and other instruments structuring compensation or indemnification mechanisms for our directors, as applicable.

The table below sets forth the name, title, election date, expiration date of the term of office, and the date of birth of each of the current members of our board of directors:

Name	Title	Election Date(1)	Mandate Term	Date of Birth
David Gary Neeleman	Chairman	February 12, 2026(3)	February 20, 2028	October 16, 1959
Sérgio Eraldo de Salles Pinto	Vice-Chairman(2)	February 12, 2026(3)	February 20, 2028	September 24, 1964
Gilberto de Almeida Peralta	Independent Member(2)	February 12, 2026(3)	February 20, 2028	May 3, 1957
Patrick Wayne Quayle	Independent Member(2)	February 12, 2026(3)	February 20, 2028	November 22, 1978
Renata Faber Rocha Ribeiro	Independent Member(2)	February 12, 2026(3)	February 20, 2028	June 1, 1980
Daniella Marques Consentino	Independent Member(2)	February 12, 2026(3)	February 20, 2028	October 6, 1979
John Peter Rodgerson	Member	February 12, 2026(3)	February 20, 2028	June 11, 1976	(1)	Refers to date of most recent election.
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(2)	Independent according to the regulations of the Level 2 segment of the B3.
(3)	Effective as of February 20, 2026.		Azul S.A.	137
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Mr. Rodgerson serves as an interim member of our board of directors. The warrant agreement relating to the American Warrants provides that, upon, or promptly following, the exercise in full of the American Warrants, Mr. Rodgerson will resign as a member of our board of directors and be replaced on the board of directors by his alternate, Jeff Ogar, with Mr. Rodgerson continuing in his capacity as our Chief Executive Officer. If the warrants are not fully exercised prior to the expiration of the applicable exercise period or upon the occurrence of certain termination events set forth in the warrant agreement relating to the American Warrants, Mr. Rodgerson will resign as a member of our board of directors and Mr. Ogar’s appointment as his alternate will become null and void, with the replacement member of our board of directors being appointed by the unanimous consent of the other members of our Strategy Committee.

The business address of each member of our board of the directors is Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo – Brazil.

The following discussion contains summary biographical information relating to each of the members of our board of directors:

David Gary Neeleman, a dual Brazilian and U.S. citizen, is our Chairman of our board of directors and served as Chief Executive Officer until July 2017, since he founded Azul in January 2008. Prior to Azul, Mr. Neeleman founded JetBlue, where he was the Chief Executive Officer from 1998 to 2007 and Chairman from 2002 to 2008. Mr. Neeleman’s career in the airline industry began in 1984 when he co-founded Morris Air. As president at Morris Air, he implemented the industry’s first electronic ticketing system and pioneered a home reservationist system that is now the foundation of JetBlue’s call center. Mr. Neeleman sold Morris Air in 1993 and took the electronic ticketing to Open Skies. He sold Open Skies to Hewlett Packard in 1999. Mr. Neeleman was also co-founder of WestJet Airlines and served as a member of its board of directors from 1996 to 1999. Mr. Neeleman currently also serves as CEO and Chairman on Breeze Airways, as well as a member of the board of directors of Azorra Aviation LLC. as announced on July 2, 2022. He also has been a member of our Compensation Committee since August 8, 2011.

Sérgio Eraldo de Salles Pinto is our Vice-Chairman of our board of directors, having been elected as an independent member since March 10, 2008. Mr. Sergio is CEO of Grupo Bozano and currently also serves as an external member of the Audit, Risk and Ethics Committee of Embraer, member of Investment Committees of Crescera Capital, CEO of Legend Capital and representative member of the Shareholders Committee of Conglomerado Alfa. In addition to the positions currently held, he served as a member of the board of directors of large companies, such as Netpoints, Embraer, Votorantim S.A. and Votorantim Finanças S.A., having also served as officer of Banco Bozano, Simonsen S.A., and as Chairman of Bozano Simonsen Securities in London. Mr. Sergio holds a degree in Economics and Electrical Engineering from the Universidade de Brasília and a master degree in Economics from Fundação Getúlio Vargas – Rio de Janeiro, and a master degree in Business Administration from the Pontifícia Universidade Católica – Rio de Janeiro. He was previously a member of our Audit Committee and has been a member of our Compensation Committee since August 8, 2011.

Gilberto de Almeida Peralta has been an independent member of our board of directors since August 24, 2018. With more than 40 years of experience in the aviation sector, Mr. Peralta has held led positions at General Electric-GE global conglomerate, including the positions of Chief Executive Officer of GE Brasil, General Manager of GE Capital Aviation Services in Latin America and Caribbean, having also held the position of Vice President at GE Aviation in France, where he led the Airbus aircraft area. Mr. Peralta holds a bachelor’s degree in Civil and Mechanical Engineering from the Universidade Católica de Petrópolis, and currently also serves as Chairman of Helibras – Helicópteros do Brasil S.A., a subsidiary of Airbus Group N.V., as well as an independent director of Ascensus Group. He also has been a member of our Audit Committee since October 30, 2018 and a member of our ESG Committee since April 2025.

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Patrick Wayne Quayle has been an independent member of our board of directors since April 29, 2021. Mr. Quayle has more than 15 years of experience across positions at United, American, and Continental Airlines. Mr. Quayle is currently Senior Vice President, Global Network Planning and Alliances at United Airlines, where he is responsible for the company’s nearly $50 billlion route portfolio, global alliance partnerships, and enterprise fleet strategy. He has led the launch of more than 80 new international routes and has been instrumental in the order of more than 600 new aircraft at United Airlines. Mr. Quayle received his Bachelor of Arts from Rice University, his MBA from the University of Bath, and was named to Crain’s Chicago Business 40 Under 40.

Renata Faber Rocha Ribeiro has been an independent member of our board of directors since December 29, 2022. She holds a degree in Business Administration from Fundação Getúlio Vargas – FGV, and worked at BTG Pactual Group since August 2020, where she holds the position of ESG Director for Exame magazine. Prior to that, Mrs. Ribeiro accumulated over 15 years of experience in Equity Research at Itaú BBA, in the transportation, logistics and capital goods sectors, being recognized by Institutional Investor magazine's ranking as one of the best analysts in Latin America in these sectors, between 2005 and 2017. Mrs. Ribeiro also studied Leadership in Sustainability and Corporate Responsibility at London Business School, and has been active in several partnerships and projects aimed at advancing the sustainability agenda. She also has been a member of our Audit Committee since December 8, 2022 and a member of our ESG Committee since April 2025.

Daniella Marques Consentino has been an independent member of our board of directors since October 2023. Mrs. Marques has more than 17 years of experience in the financial market and in asset management area, is a Partner at Gaya Advisors, and also serves as an independent member of the Strategy and Sustainability Committee of Cosan S.A., in addition to offering support in the development and implementation of projects to accelerate the green agenda and its interfaces in the tax and carbon areas. Mrs. Marques is also a member of the Strategic Board of Legend Capital and Astra Payments, and chairs the Board of the Instituto Tikva, a United Nations affiliate for sheltering vulnerable women, as well as acting as a mentor and speaker on topics focused on inclusion and financial promotion of women. Mrs. Marques held the position of President of Caixa Econômica Federal, the largest bank in terms of assets in Brazil – exceeding 1 trillion reais, with around 90 thousand employees. She worked directly in structuring and conducting female entrepreneurship and financial guidance programs for women through the “Caixa pra Elas” and “Brasil pra Elas” programs, reaching more than 30 million women. Mrs. Marques was also a founding partner and COO of Crescera Capital, and headed the Special Advisory for Strategic Affairs of the Brazilian Ministry of Economy, working on highly relevant projects, such as the Brazilian Pension Reform, the Sanitation framework and coping measures of COVID-19. She was the Special Secretary for Productivity and Competitiveness, leading the resumption of the Crédito Brasil Empreendedor program, the reduction of the Brazilian tax “IPI” and the Investment Monitor. She was President of the Board of Directors of Elo Serviços S.A. – Elo Cartões and the Brazilian Agency for Industrial Development – ABDI, as well as a member of the Board of Directors of CNP Seguros Holding Brasil S.A., among other leadership positions. Mrs. Marques has a degree in Business Administration from the Pontifical Catholic University of Rio de Janeiro – PUC/RJ, and an MBA in Finance from IBMEC. She also has been a member of our ESG Committee since April 2025.

John Peter Rodgerson has been a member of our board of directors since since February 20, 2026 and our Chief Executive Officer since July 24, 2017. Prior to that, Mr. Rodgerson was our Chief Financial and Investor Relations Officer, responsible for the Financial Planning and Analysis, Treasury and Accounting areas of the Company. Mr. Rodgerson worked with David Neeleman on the original business plan for the incorporation of the Company, being one of its founding members. He also was the Chief Executive Officer of the Company’s operating subsidiary, ALAB, between August 2019 and October 2022. Mr. Rodgerson also served as Planning and Financial Analysis Officer at JetBlue Airways from 2003 to 2008. He previously worked for IBM Global Services from 2001 to 2003. He holds bachelor’s degree in Finance from Brigham Young University has been our Chief Executive Officer since July 24, 2017.

Board of Executive Officers

The members of our board of executive officers are our legal representatives. They are primarily responsible for the day-to-day management of our business and for implementing the general policies and directives established by our board of directors. Our board of directors is responsible for establishing the roles of each executive officer.

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Pursuant to the Brazilian Corporations Law, each member of our board of executive officers must reside and have domicile in Brazil. In addition, up to, at most, one third of the members of our board of directors may hold a position on our board of executive officers.

According to our bylaws, our board of executive officers is composed of two to seven members, who serve for one-year terms and may be reelected. Our bylaws set forth that our board of executive officers must be composed of: (i) one chief executive officer; (ii) one chief financial officer; (iii) one institutional relations officer; and (iv) up to four additional officers with or without specific designation. In addition, our bylaws establish that one officer must be designated the investment relations officer. Officers may serve in more than one capacity at the same time.

Our executive officers do not have fixed terms and may be removed by our board of directors at any time. Under our bylaws, effective as of the Plan Effective Date, the Strategy Committee is solely responsible for finding potential candidates for the election of our statutory officers (including our board of executive officers) and submitting them to the board of directors, and the board may elect officers only from such list. See “—Strategy Committee.” Pursuant to the regulations of the Level 2 segment of the B3, each executive officer must, prior to taking office, sign an instrument of consent (Termo de Anuência dos Administradores).

Our investor relations department is located at the Company’s headquarters. Alexandre Wagner Malfitani, who is also our Chief Financial Officer, was elected our Investors Relations Officer at the board of directors meeting held on July 24, 2017. The telephone number of our investor relations department is +55 (11) 4831-2880, the fax number is +55 (11) 4134-9890 and its e-mail is invest@voeazul.com.br.

The table below indicates the name, title, date of birth and date of election of each of the current members of our board of executive officers:

Name	Title	Election Date	Mandate Term	Date of Birth
John Peter Rodgerson	Chief Executive Officer	January 13, 2025	January 13, 2027	June 11, 1976
Alexandre Wagner Malfitani	Chief Financial Officer and Investor Relations Officer	January 13, 2025	January 13, 2027	August 21, 1972
Abhi Manoj Shah	Chief Revenue Officer	January 13, 2025	January 13, 2027	September 27, 1978
Daniel Tkacz	Chief Technical Officer	January 13, 2025	January 13, 2027	August 8, 1981

The following discussion contains summary biographical information relating to each of the members of our board of executive officers:

John Peter Rodgerson. See “—Board of Directors.”.

Alexandre Wagner Malfitani is our Chief Financial Officer and Investor Relations Officer since July of 2017. Previously, Mr. Malfitani was the head of our Azul Fidelidade loyalty program and our Finance and Treasurer Officer. Mr. Malfitani joined the Company in 2008 as one of the airline’s founding members. Before joining the Company, Mr. Malfitani worked at United Airlines in Chicago, United States of America, in several leadership positions, including general treasury officer. Before that, he worked for five years in the finance industry, including as fund manager at Deutsche Bank, as well as a trader at Credit Agricole Indosuez Wealth Management. Mr. Malfitani has an MBA with honors from the Kellogg School of Management and a bachelor’s degree in engineering from Universidade de São Paulo. He is also a Chartered Financial Analyst – CFA®.

Abhi Manoj Shah has been our Chief Revenue Officer since September 5, 2014, and one of the founding members of the Company. Before joining our team, he worked at JetBlue Airlines from 2004 to 2008, as well as at Boeing from 2000 to 2004. Mr. Shah was elected on October 5, 2022 as President of our operating subsidiary, ALAB, in addition to serving as President of the subsidiary Azul Viagens since July 2017. Mr. Shah holds a bachelor’s degree in aerospace engineering from the University of Texas and a master’s degree in Aerospace Engineering from the University of Washington.

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Daniel Tkacz has been our Vice President of Operations since March 2022, but he has been part of the company’s crew since 2009, having served as a director in the areas of planning and also as CCO. In addition to his extensive professional experience, he has an excellent educational background, with a degree in Business Administration from ESPM in 2004, a dual national MBA in Business Management from FGV and Fundação Dom Cabral in 2006 and 2015, respectively, and a third specialization in Aeronautics, Aviation, and Aerospace Science and Technology from Embry-Riddle Aeronautical University in 2018.]

Fiscal Council

Pursuant to the Brazilian Corporations Law, a fiscal council is a corporate body independent from a company’s management and independent auditors. A fiscal council may be either permanent or non-permanent. The Company have not elected any fiscal council members as of December 31, 2024, but a non-permanent fiscal council may be installed at any time at the request of shareholders, as described below. If installed, the primary responsibilities of our fiscal council would include monitoring management activities, reviewing our financial statements each quarter, and reporting its findings to our shareholders. If installed, fiscal council members would be entitled to annual compensation in the form of a fixed salary.

The fiscal council, if installed, will be composed of three members who are residents of Brazil and their respective alternates. Under the Brazilian Corporations Law, a non-permanent fiscal council may be installed at the request of shareholders representing at least 10% of our outstanding common shares; or (ii) 5% of the preferred shares and, once installed, the fiscal council will serve until the first annual shareholders’ meeting following its establishment. Pursuant to CVM Resolution No. 70, listed corporations with outstanding capital stock valued at more than R$150 million, such as us, may reduce these percentages to: (i) 2% of the outstanding common shares; or (ii) 1% of the preferred shares. In addition, each group of preferred shareholders (irrespective the percentage of shares held) and minority shareholders representing a minimum of 10% of or outstanding common shares is entitled to elect one fiscal council member and the corresponding alternate by a separate vote. The fiscal council may not include members of our board of directors or our board of executive officers, employees of controlled companies or any company from within our economic group, or relatives of our managers. The Brazilian Corporations Law requires each fiscal council member to receive as compensation an amount equal to at least 10% of the average individual annual salary of executive officers, excluding benefits and other allowances, or profit-sharing arrangements. Fiscal council members are further required to comply with the rules of the Level 2 segment of the B3.

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Regarding the fiscal council matter, in the Annual and Extraordinary General Shareholders’ Meetings, held on May 15, 2024, the Chair recorded the request for the installation of our fiscal council which was made by shareholders holding shares representing less than 1% (one percent) of our preferred shares, pursuant to CVM Resolution No. 70, of March 22, 2022. Thus, the fiscal council was not installed during 2024.

On February 25, 2025, the Company held an Extraordinary General Shareholders’ Meeting, in which shareholders holding at least 1% of the Company’s preferred shares requested the establishment of the Fiscal Council. As a result, with effect from such meeting, the Company has a duly installed and elected Fiscal Council, whose members are Mr. Rene Santiago dos Santos, Mr. Marcio Donizeti Berstecher, and Mr. Linneu de Albuquerque Mello. The initial mandate term of each of the members of our Fiscal Council then elected expired on April 30, 2025, when they were elected for an additional term expiring at our annual general meeting of shareholders to be held on April 30, 2026.

The table below indicates the name, title, date of election, mandate term and date of birth of each of the current members of our Fiscal Council:

Name	Title	Election Date	Mandate Term	Date of Birth
Rene Santiago dos Santos	Member of the Fiscal Council	February 25, 2025	2026 AGM	July 24, 1970
Marcio Donizete Berstecher	Member of the Fiscal Council	February 25, 2025	2026 AGM	October 19, 1974
Linneu de Albuquerque Mello	Member of the Fiscal Council	February 25, 2025	2026 AGM	August 2, 1966

The following discussion contains summary biographical information relating to each of the members of our Fiscal Council:

Rene Santiago dos Santos has been an effective member of the Fiscal Council of the Company since April 2023. Mr. Santos has almost 30 years of experience in large companies, with leadership positions in the areas of finance and controllership, especially in the air transportation, retail and audit. He served as the Company's Chief Financial and Controlling Officer for more than 11 years, as well as holding the positions of Chief Financial and Administrative Officer and Investor Relations Officer at Marisa Lojas S.A., between August 2022 and February 2023. Mr. Santos also served as an Executive Financial Director at AMIL – United Health Group Brasil, and at Arcos Dourados Brasil, in addition to having held other positions in the financial area at TAM Linhas Aéreas, Grupo Pão de Açúcar and C&A Modas. He began his career in the audit industry, having worked at PwC Auditores Independentes Ltda. Mr. Santos has a degree in Accounting Sciences, and also has a specialization in Controllership from Fundação Getúlio Vargas – FGV.

Marcio Donizetti Berstecher is, currently, a Director of Controllership/Accounting/Taxes of a privately held national group located in the State of São Paulo and former partner of Ernst & Young Auditores Independentes, where he worked for approximately 28 years.

Linneu de Alburquerque Mello is a lawyer with over 35 years of experience in corporate law, corporate governance, and compliance. Expertise in strategic legal advisory for large companies, focusing on risk mitigation and regulatory compliance. Proven skills in leadership, decision-making, and effective communication. Partner at top-tier law firms, providing legal advice on compliance, mergers and acquisitions, and corporate restructuring, as well as representing companies in complex litigation and high-value contract negotiations. Technical Skills: Corporate Law; Corporate Governance; Compliance and Regulation; Risk Management and Critical Analysis; Mergers and Acquisitions. Education: Doctor of Law – University of Michigan Law School; Master of Comparative Law – University of Michigan Law School; Master of International Taxation – Harvard Law School; Bachelor of Laws – State University of Rio de Janeiro.

Strategy Committee

As part of the governance arrangements adopted in connection with the Voluntary Reorganization, our bylaws establish the Strategy Committee as an autonomous and independent statutory body. See “Item 4.B. Business Overview—Voluntary Reorganization—Governance Changes.”

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The Strategy Committee is composed of five members. The initial members were designated in accordance with the Plan and our bylaws and approved prior to the Effective Date, with their terms of office commencing on the Effective Date. Under our bylaws, the initial members of the Strategy Committee serve a three-year transition term, during which they may be removed only for Cause, as defined in our bylaws. In addition, during the term of the initial members of our Strategy Committee elected in connection with our emergence from the Chapter 11 Cases, whenever a seat in the Strategy Committee is or becomes vacant and there is no alternate for such position. then such vacancy shall be filed by unanimous recommendation of the Strategy Committee members to the board. of directors. Each member of the Strategy Committee was appointed together with a Replacement Individual who would be eligible to serve in such person’s place in the event of removal, resignation, incapacity or death prior to the end of the elected term. Following the initial term, members of the Strategy Committee will serve one-year terms and may be re-elected. Any replacement of a Strategy Committee member must be elected by our shareholders from a slate of nominees exclusively selected by the incumbent Strategy Committee, with each Strategy Committee member entitled to appoint one candidate for nomination, and any remaining candidates being nominated by a majority of the Strategy Committee members, in accordance with our bylaws. Our bylaws further provide that the composition of the Strategy Committee must observe any independence, experience or other qualification requirements set forth therein.

Our bylaws assign to the Strategy Committee decision-making authority over certain matters expressly reserved to it (“Key Matters”), to the fullest extent permitted under the Brazilian Corporations Law, with decisions requiring approval by a majority vote of its members. Except where the Brazilian Corporations Law or our bylaws reserve authority to the shareholders’ meeting or to the board of directors, the Strategy Committee has exclusive authority to approve Key Matters, including: (i) approval of our annual operating and capital plan, strategic plans and expansion projects, including our growth plan denominated ASKs; (ii) approval of the incurrence of indebtedness (including aircraft leases), capital expenditures, commitments to purchase or lease aircraft or engines, and other long-term asset commitments above thresholds established in its regulations; (iii) approval of strategic partnership agreements and other material commercial arrangements, as well as acquisitions, sales, transfers, guarantees or encumbrances involving our assets, in each case above specified thresholds; (iv) administration, interpretation and oversight of equity-based incentive plans approved by the general shareholders’ meeting, including resolution of matters not expressly addressed therein and approval of grants to directors, officers, employees and service providers under our long-term incentive plans, within the parameters approved by shareholders; (v) recommendation to the board of directors regarding the appointment or dismissal of members of our Board of Executive Officers and recommendation to commence voluntary insolvency or restructuring proceedings, including proceedings under Title 11 of the United States Code, subject to applicable law; (vi) approval of expenditures or obligations above specified thresholds not otherwise reserved to the shareholders’ meeting or the board of directors; (vii) issuance of prior opinions on matters to be submitted to the general shareholders’ meeting and submission of candidate lists for appointment to the board of directors, the Strategy Committee and the Board of Executive Officers; (viii) approval of our Related Party Transactions Policy and related party transactions requiring its authorization thereunder; (ix) approval of financial restructurings involving us or our subsidiaries, our Code of Ethics and Conduct, and other matters submitted by our Board of Executive Officers; (x) determination of conflicts of interest involving members of the board of directors or the Strategy Committee, and determination (subject, where applicable, to shareholder ratification) of removal for cause; and (xi) approval of the internal regulations of our Board of Executive Officers, Fiscal Council and board committees, and recommendation to the board of directors regarding amendments to its own internal regulations.

Our bylaws also assign to the Strategy Committee an important role in the nomination process for members of our statutory bodies. The Strategy Committee is responsible for (i) finding potential candidates for the positions of statutory executive officers and (ii) proposing to our board of directors the slate of nominees for election to our board of directors to be submitted to our shareholders’ meeting, subject to shareholders’ rights under the Brazilian Corporations Law. Our bylaws provide that our board of directors may not propose a slate of directors or nominate members of the Strategy Committee in a manner that is inconsistent with the recommendations submitted by the Strategy Committee, without prejudice to the rights of our shareholders to elect directors in accordance with applicable law.

The table below indicates the name, title, date of election, mandate term and date of birth of each of the current members of our Strategy Committee:

| Azul S.A. | 143 | | --- | --- || Name | Title | Election Date | Mandate Term | Date of Birth | | --- | --- | --- | --- | --- | | James Jason Grant | Member | February 19, 2026(1) | February 20, 2029 | March 9, 1972 | | Jonathan Seth Zimman | Member | February 19, 2026(1) | February 20, 2029 | September 17, 1980 | | Patrick Wayne Quayle | Member | February 19, 2026(1) | February 20, 2029 | November 22, 1978 | | John Peter Rodgerson | Member | February 19, 2026(1) | February 20, 2029 | June 11, 1976 | | John S. Slattery | Member | February 19, 2026(1) | February 20, 2029 | September 9, 1968 || (1) | Effective as of February 20, 2026. | | --- | --- |

Mr. John Peter Rodgerson serves as an interim member of our Strategy Committee. The warrant agreement relating to the American Warrants provides that, upon, or promptly following, the exercise in full of the American Warrants, Mr. Rodgerson will resign as a member of the Strategy Committee and be replaced on the Strategy Committee by his alternate, Jeff Ogar. If the American Warrants are not fully exercised prior to the expiration of the applicable exercise period or upon the occurrence of certain termination events set forth in the warrant agreement relating to the American Warrants, Mr. Rodgerson will resign as a member of the Strategy Committee and Mr. Ogar’s appointment as his alternate will become null and void, with the replacement member of our Strategy Committee being appointed by the unanimous consent of the other members of our Strategy Committee.

The following discussion contains summary biographical information relating to each of the members of our Strategy Committee:

James Jason Grant has been a member of our Strategy Committee since February 20, 2026. Jason has a background both as an investor and senior executive in industrial businesses. Mr. Grant is a Founder and Managing Partner of Headhaul Capital Partners LLC, a private equity firm focused on investing in transportation and logistics sectors. He also has significant operating experience, focusing on finance and operational turnaround, which includes experience as CFO for Singer Vehicle Design and EVP, CFO and CCO of United Maritime Group LLC, an integrated dry bulk shipping and logistics business. He started his career in the aviation industry with Canadian Airlines International and American Airlines in financial roles and went on to play an integral part in the restructuring of Atlas Air, where he would eventually become CFO. Mr. Grant received a BA in Business Administration from Wilfrid Laurier University and an MBA from Simon Fraser University in British Columbia, Canada. Jason was a member of our board of directors from February 25, 2025 to February 12, 2026. Jason has been a member of our Audit Committee and our ESG Committee since April 2025. Jason was also a member of our Special Independent Committee that was established in connection with the Voluntary Reorganization in May 2025, which committee was dissolved by our board of directors in March 2026.

Jonathan Seth Zimman has been a member of our Strategy Committee since February 20, 2026. Jonathan has a strong track record of leadership and delivering creative and value-maximizing solutions as a board member and as an investor. Mr. Zinman had over 17 years of industry experience, including as a senior investment analyst specializing in event-driven, process-intensive and post-reorganization situations, a board member for companies challenged by or having emerged from various forms of distress, and as a restructuring lawyer. He founded and currently manages JZ Advisors LLC and sums many years as a managing director at large capital and asset management companies. Mr. Zinman holds a BA from Duke University and an MBA and JD from the University of Michigan. Jonathan was a member of our board of directors from April 30, 2025 to February 12, 2026. Jonathan has been a member of our Compensation Committee since April 2025. Jonathan was also a member of our Special Independent Committee that was established in connection with the Voluntary Reorganization in May 2025, which committee was dissolved by our board of directors in March 2026.

Patrick Wayne Quayle. See “—Board of Directors.”

John Peter Rodgerson. See “—Board of Directors.”

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Jonh S. Slattery has been a member of our Strategy Committee since February 20, 2026. Mr. Slattery is an aviation industry executive with more than three decades of experience. He has served as a Director of BETA Technologies (NYSE: BETA) since October 2025 and as Chairman of Italian aerospace supplier Forgital Group since July 2025. Previously, Mr. Slattery served as Executive Vice President and Chief Commercial Officer of GE Aerospace (NYSE: GE) from June 2022 to June 2024, and as President and CEO of GE Aviation (NYSE: GE) from September 2020 to June 2022. Prior to joining GE Aviation, he was President and Chief Executive Officer of Embraer’s (NYSE: EMBJ) Commercial Aviation division from January 2016 to September 2020. Mr. Slattery is an AMP graduate of Harvard Business School, holds an MBA from the University of Limerick, and has earned a BA from the University of Glamorgan. He has also served as an adjunct professor at the University of Limerick’s Kemmy Business School for the past decade. Mr. Slattery brings extensive experience in business, corporate governance, risk management, regulatory engagement in highly regulated industries, and the global aerospace industry.

B.Management Compensation

Our executive officers are entitled to compensation consisting of a fixed and variable component. The monthly fixed compensation paid to our management is based on market practices and surveys prepared by an independent consulting firm and consist of 1,333 payments per year. Such amounts are subject to annual adjustment. The variable component consists of share options, as further described below.

Short-term variable compensation is based on targets that, if reached, entitle the officer to an annual bonus based on his or her individual performance. The targets are established at the beginning of the year based on our strategic plan. The main performance indicators considered for purposes of variable compensation are operating margin, customer satisfaction, Crewmember satisfaction, ESG and on-time performance. For managers, half of the short-term variable compensation is based on our performance, and the other half is based on the individual’s performance. On the other hand, our long-term variable compensation involves the grant of stock and restricted share options. In addition, our officers receive benefits in line with market practices, which include medical, dental and life insurance, meal vouchers and passenger tickets on our flights.

Only the independent members of our board of directors, according to the regulations of the Level 2 segment of the B3, receive compensation for their service through either a monthly fixed amount or a fixed amount per meeting attended.

Certain of our executives receive additional benefits, such as an allowance package for school fees and housing for our expatriate executive officers. Under this package, ALAB has given a guarantee of rent and other payments under two lease agreements for family housing in Brazil. In addition, our directors, officers and non-statutory officers are entitled to free airline tickets for their immediate family.

The aggregate compensation expense incurred to our directors, executive officers and officers in the years ended December 31, 2025, 2024 and 2023 was R$71 million, R$43 million and R$83 million, respectively, including stock options.

Prior our emergence from the Chapter 11 Cases, our executive offices were entitled to variable compensation in the form of stock-based incentive plans, restricted share units (RSUs) and a virtual option stock plan, as detailed below (together, the “Legacy Plans”). The Legacy Plans are no longer in effect for purposes of new grants. Existing awards granted remain outstanding in accordance with their terms, except as modified by the Plan. Pursuant to the Plan, the anti-dilution provisions contained in such existing awards were rendered null and void so that the economic and ownership interests represented by them were diluted as a result of the transactions contemplated by the Voluntary Reorganization. All the Legacy Plans have been superseded by the MIP adopted in connection with our emergence from the Chapter 11 Cases, which now constitutes our sole equity-based incentive plan. See “—MIP Approved on February 12, 2026.”

In addition, following the implementation of our single-class capital structure, under which only common shares remain outstanding, any existing awards that are exercised will be settled exclusively in common shares. Therefore, any all references to “preferred shares” in the description of the Legacy Plans shall be construed as references to the equivalent number of common shares within our single-class capital structure. See “Item 10.B Additional Information—Memorandum and Articles of Association—Conversion and Reverse Share Split.”

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Stock-Based Incentive Legacy Plans

We have a stock-based incentive Legacy Plans for key personnel, including our officers, certain managers and other key Crewmembers. Beneficiaries of these plans received options to purchase preferred shares and/or restricted units, allowing them to participate in the long-term achievements of our company through share ownership, with the aim of stimulating alignment with and commitment to achieving our corporate strategies and goals, and were selected by our compensation committee.

On December 11, 2009, we established our first stock option Legacy Plan, which consisted of three programs:

•The first program was established on December 11, 2009 and terminated on December 31, 2010. The options granted to each beneficiary under this first program vested in 48 equal monthly installments. The vested, options under this program became exercisable upon the pricing of our initial public offering. The strike price under this program, after accounting for the stock splits that we carried out subsequent to the date of grant, is R$3.42 per preferred share. On December 11, 2009, our compensation committee authorized the issuance of 5,718,400 preferred options (after giving effect to the two-for-one stock split on February 23, 2017) for our officers, executives and key employees, however, only 5,032,800 preferred options (after giving effect to the two-for-one stock split on February 23, 2017) were granted under this first program.

•The second program, which extends to our statutory and non-statutory officers, was established on March 24, 2011. The options granted to each beneficiary under this second program vested in 48 equal monthly installments and authorized the issuance of 1,648,000 preferred options (after giving effect to the two-for-one stock split on February 23, 2017). The vested options under this program became exercisable upon the pricing of our initial public offering. The strike price under this program, after accounting for the stock splits that we carried out subsequent to the date of grant, is R$6.44 per preferred share, which was calculated based on a valuation of our shareholders’ equity at the time. Due to the granting of additional options under this program, the Special Shareholder’s Meeting held on April 27, 2011 approved an amendment to our charter authorizing a capital increase and a limit of 7,366,400 preferred shares (after giving effect to the two-for-one stock split on February 23, 2017); however, only 1,572,000 preferred options (after giving effect to the two-for-one stock split on February 23, 2017) were granted under this second program.

•The third program was established on April 5, 2011, authorizing the issuance of 685,600 preferred options (after giving effect to the two-for-one stock split on February 23, 2017), which were remaining from the first program. The options granted to each beneficiary under this third program vested in 48 equal monthly installments. The vested options under this program became exercisable upon the pricing of our initial public offering. The strike price under this program (after giving effect to the two-for-one stock split on February 23, 2017) is R$6.44 per preferred share, which was calculated based on a valuation of our shareholders’ equity at the time. Only 656,000 preferred options (after giving effect to the two-for-one stock split on February 23, 2017) were granted under this third program.

As of December 31, 2025, we have 271,070 outstanding shares under this first stock option Legacy Plan.

On June 30, 2014, we established our second stock option Legacy Plan. The options granted to each beneficiary under the second stock option Legacy Plan vested in four equal annual installments. The vested options under this plan became exercisable upon the pricing of our initial public offering. The strike price under this second stock option Legacy Plan shall reflect the lowest stock price of our preferred shares traded in the stock market during the 30 trading sessions prior to the options grant approved by the board of directors.

There were six programs approved under the second stock option Legacy Plan:

•On June 30, 2014, our compensation committee approved the first share-based program, authorizing 2,169,122 options (after giving effect to the two-for-one stock split on February 23, 2017). The strike price under this program is R$19.15 per preferred share.

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•On July 1, 2015, our compensation committee approved the second share-based program, authorizing 627,810 options (after giving effect to the two-for-one stock split on February 23, 2017). The strike price under this program is R$14.51 per preferred share.

•On July 1, 2016, our compensation committee approved the third share-based program, authorizing 820,250 options (after giving effect to the two-for-one stock split on February 23, 2017). The strike price under this program is R$14.50 per preferred share.

•On July 6, 2017, our compensation committee approved the fourth share-based program, authorizing 680,467 options. The strike price under this program is R$22.57.

•On August 8, 2022, our compensation committee approved the fifth share-based program, authorizing 1,774,418 options. The strike price under this program is R$11.07.

•On August 8, 2022, our compensation committee approved the sixth share-based program, authorizing 1,509,499 options. The strike price under this program is R$11.07.

As of December 31, 2025, we have 3,501,653 outstanding shares under this second stock option Legacy Plan.

On October 3, 2017, our shareholders, upon our compensation committee’s and board of directors’ recommendation, approved the following amendments to the second stock option Legacy Plan: (i) revise the definition of “Compensation Committee” to reflect activities related to the organization, management and construction of the Company’s share incentive plans; (ii) omit references and definitions related to our initial public offering as they are no longer applicable; (iii) reflect the power of our board of directors to approve and amend the Company’s share incentive plans, as well as to awards thereunder; (iv) omit the compensation committee’s obligations with respect to the delivery and execution of restricted share agreements; (v) for purposes of reflecting the stock split that occurred on February 23, 2017, increase the total number of stock options that may be granted under the second stock option Legacy Plan from 3,738,364 to 7,476,728 shares; (vi) change the exercise price of each share corresponding to the options granted under the second stock option Legacy Plan so that it equals the lowest stock price traded in the stock market during the 30 trading sessions prior to the options grant approved by our board of directors; and (vii) change the maximum option exercise period to 10 years from the beginning of the applicable vesting period.

On March 10, 2017, we established our third stock option Legacy Plan, authorizing the issuance of options resulting in up to 11,679,389 preferred shares. The beneficiaries of our third stock option Legacy Plan are certain of our statutory officers, including our Chairman David Neeleman. On March 14, 2017, our board of directors approved the first share-based program authorizing options which when exercised will represent 9,343,510 preferred shares. The strike price for the first program is R$11.85 per preferred share. Under this program, our board of directors would determine the granting of options for each of our eligible statutory officers based on the achievement of certain milestones to be established by our board of directors with the guidance of our Compensation Committee. In the case of David Neeleman, the granting of options was conditioned on him maintaining a position as an officer or on our board of directors. The options granted to each beneficiary under the third stock option Legacy Plan vested in five equal annual installments. Once vested, options under this program could be exercised during the 15 day period following the relevant annual vesting date.

On August 19, 2022, we established our fourth stock option Legacy Plan. The beneficiaries of our fourth stock option Legacy Plan are certain of our statutory officers, including our Chairman and founder David Gary Neeleman. Our board of directors could approve various programs under our fourth stock option Legacy Plan and determine the strike price under each program. Our board of directors could also determine if the settlement of the exercise of options should be covered by an increase in our capital stock to issue new shares to be subscribed for by our eligible statutory officers or by treasury shares.

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There were two programs approved under the fourth stock option Legacy Plan:

•On August 19, 2022, our board of directors approved, subject to the effective approval of the fourth stock option Legacy Plan, the first program, authorizing the granting of options representing up to 8,900,000 preferred shares. The strike price under this first program is R$11.07 per preferred share.

•On August 19, 2022, our board of directors approved, subject to the effective approval of the fourth stock option Legacy Plan, the second program, authorizing the granting of options representing up to 4,900,000 preferred shares. The strike price under this second program is R$11.07 per preferred share.

As of December 31, 2025, we have 4,824,333 outstanding shares under this fourth stock option Legacy Plan.

On July 7, 2023, we established our fifth stock option Legacy Plan. The options granted to each beneficiary under the fifth stock option Legacy Plan vest in four equal annual installments. The vested options under this plan became exercisable upon the pricing of our initial public offering. The strike price under this fifth stock option Legacy Plan shall reflect the lowest stock price of our preferred shares traded in the stock market during the 30 trading sessions prior to the options grant approved by our board of directors.

•On July 7, 2023, our compensation committee approved the first share-based program, authorizing 1,800,000 options. The strike price under this program is R$15.60 per preferred share.

•On July 10, 2024, our compensation committee approved the second share-based program, authorizing 2,200,000 options. The strike price under this program is R$404 per preferred share.

•On July 12, 2024, our compensation committee approved the third share-based program, authorizing 2,000,000 options. The strike price under this program is R$417 per preferred share.

As of December 31, 2025, we have 439,627 outstanding shares under this fifth stock option Legacy Plan.

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The table below shows, as of December 31, 2025, the total number of stock options granted to all beneficiaries, and the number of options that have already vested under our stock-based incentive Legacy Plans, in each case after accounting for the stock splits carried out subsequent to the date of grant:

Stock Option Plan	Total Number/<br>Amount of Stock<br>Options Granted	Number of Stock<br>Options<br>Outstanding
First Stock Option Plan
First Program	5,032,800	180,870
Second Program	1,572,000	84,000
Third Program	656,000	6,200
Second Stock Option Plan
First Program	2,169,122	708,993
Second Program	627,810	177,592
Third Program	820,250	280,124
Fourth Program	680,467	442,796
Fifith Program	1,774,418	1,701,057
Sixth Program	1,514,999	1,381,249
Third Stock Option Plan
First Program	9,343,510	—
Fourth Stock Option Plan
First Program	8,900,000	8,900,000
Second Program	4,900,000	4,824,333
Fifth Stock Option Plan
First Program	1,800,000	1,737,289
Second Program	2,200,000	2,200,000
Third Program	2,000,000	2,000,000

Restricted Share Units (RSU) Legacy Plan

On June 30, 2014, we also established our restricted share units, or RSUs, Legacy Plan. Under the restricted share units Legacy Plan, the participants were granted a fixed monetary amount which would be converted into a quantity of restricted preferred shares equal to the monetary value in the event of an IPO. The restricted share granted to each beneficiary under the plan vested in four equal annual installments. As of the pricing of our initial public offering, the beneficiaries became vested in the restricted shares. Prior to our initial public offering, at the end of each year of the vesting period, we paid the beneficiaries in cash the portion corresponding to the value of the restricted shares already vested, at fair value and without any additions. In 2023, 2024 and 2025 609,313, 608,472 and 248,045 restricted shares were transferred to the beneficiaries of the plan, respectively.

On October 3, 2017, our shareholders, following our compensation committee’s and board of directors’ recommendation, approved the following amendments to the RSUs Legacy Plan: (i) revise the definition of “Compensation Committee” to reflect its activities related to the organization, management and construction of any of our share incentive plans; (ii) omit references and definitions related to our initial public offering as they are no longer applicable; (iii) reflect the power of our board of directors to approve and amend our restricted share units plans, as well as to grant awards thereunder; (iv) omit the compensation committee’s obligations related to delivery and execution of restrict stock agreements; and (v) for purposes of reflecting the stock split that occurred on February 23, 2017, increase the total number of restricted shares that could be granted under the RSUs Legacy Plan from 934,591 to 1,869,182. In addition, our board of directors proposed to amend the RSUs Legacy Plan to include our option to, at the end of each vesting period of a restricted share award, at its sole discretion: (a) settle the obligations related to the restricted share award in cash, or (b) deliver to the award beneficiary the restricted shares held in treasury, through a private transaction.

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On April 26, 2019, our shareholders, following our compensation committee’s and board of directors’ recommendation, approved an amendment to the RSUs Legacy Plan with the purpose to set the maximum amount of RSU that may be subject to annual concession under the RSU Legacy Plan as 0.10% of our total preferred shares.

The first program of the first restricted share units Legacy Plan established that 487,670 shares would be allocated to the first program.

The second program of the first restricted share units Legacy Plan established that 294,286 shares would be allocated to the second program.

The third program of the first restricted share units Legacy Plan established that 367,184 shares would be allocated to the third program.

The Fourth program of the first restricted share units Legacy Plan established that 285,064 shares would be allocated to the Fourth Program.

The Fifth program of the first restricted share units Legacy Plan established that 291,609 shares would be allocated to the Fifth Program.

The Six program of the first restricted share units Legacy Plan established that 170,000 shares would be allocated to the Six Program.

The Seventh program of the first restricted share units Legacy Plan established that 335,593 shares would be allocated to the Seventh Program.

The Eighth program of the first restricted share units Legacy Plan established that 335,751 shares would be allocated to the Eighth Program.

Our second restricted share units Legacy Plan was approved at the extraordinary general meeting of shareholders held on June 19, 2020. According to its provisions, the Beneficiaries were qualified to receive the restricted share units that are the object of the Legacy Plan. In addition, this Legacy Plan should contemplate the annual granting of up to 0.50% of the preferred shares issued by the Company in 2020, and 0.20% in the following years.

The first program of the second restricted share units Legacy Plan established that 1,382,582 shares would be allocated to the first program.

The second program of the second restricted share units Legacy Plan established that 300,000 shares would be allocated to the second program.

The third program of the second restricted share units Legacy Plan established that 671,186 shares would be allocated to the third program.

The Fourth program of the second restricted share units Legacy Plan established that 500,000 shares would be allocated to the Fourth Program.

The Fifth program of the second restricted share units Legacy Plan established that 671,502 shares would be allocated to the Fifth Program.

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The table below shows, as of December 31, 2025, the total number of RSUs and the number of RSUs that have been granted and outstanding under the RSU Legacy Plan:

RSU Plan	Total RSUs<br>Granted	Total RSUs<br>Outstanding	Fair Value as<br>of Grant Date<br>(in reais)
First RSU Plan
First Program	487,670	—	R$21.00
Second Program	294,286	—	R$21.00
Third Program	367,184	—	R$21.00
Fourth Program	285,064	—	R$24.17
Fifth Program	291,609	—	R$24.43
Sixth Program	170,000	—	R$51.65
Seventh Program	335,593	142,720	R$11.72
Eighth Program	335,751	335,751	R$4.17
Second RSU Plan
First Program	1,382,582	—	R$21.80
Second Program	300,000	55,017	R$42.67
Third Program	671,186	268,853	R$11.72
Fourth Program	500,000	342,955	R$19.32
Fifth Program	671,502	671,502	R$5.48

Virtual Stock Option Legacy Plans

On August 7, 2018 and on April 30, 2020, our board of directors approved the Virtual Stock Option Legacy Plan, or the Phantom Shares, and the Second Virtual Stock Option Legacy Plan, or the Second Phantom Shares Legacy Plan, respectively (together, the “Virtual Stock Option Legacy Plans”). These plans consisted of a remuneration in cash, as there is no effective trading of the shares. There will be no issuance and/or delivery of shares for settlement of the plans. A liability to us is recorded monthly, based on the fair value of the Phantom Shares granted and the vesting period of such Phantom Shares, with an offsetting entry in the statement of income (loss). The fair value of this liability is reviewed and updated for each reporting period, in accordance with the change in the fair value of the benefit granted.

The options issued under each Virtual Stock Option Legacy Plan require a vesting period between 3 and 4 years. The options have an 8-year life and the exercise price shall be equal to the lowest stock price traded in the stock market during the 30 trading sessions prior to the options grant approval by our Compensation Committee. Expected volatility has been calculated based on historical volatility of airline shares listed on stock exchanges in Brazil and Latin America.

The table below shows, as of December 31, 2025, the total number of options and the number of options that have been granted and outstanding under the Virtual Stock Option Legacy Plans:

Virtual Stock Option Plan	Total Options<br>Granted	Total Options<br>Outstanding
First Virtual Stock Option Plan
First Program	707,400	53,520
Second Program	405,000	—
Second Virtual Stock Option Plan
First Program	3,250,000	99,761
Second Program	1,600,000	26,300
Third Program	580,000	1,430	Azul S.A.	151
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MIP Approved on February 12, 2026

In connection with the implementation of the Voluntary Reorganization, we have agreed to the terms of the MIP, which was approved at our extraordinary shareholders’ meeting (assembleia geral extraordinária) held on February 12, 2026. See “Item 4.B. Business Overview—Voluntary Reorganization—Governance Changes.” Upon our emergence from the Chapter 11 Cases, the MIP became effective, replaced the Legacy Plans, and currently constitutes our sole equity-based incentive plan. The MIP is designed to reward performance and align the incentives of our executive management team, non-management members of our board of directors, other holders of our common shares and certain employees with our long-term strategic objectives.

The MIP provides for equity-based awards representing up to 7.0% of our common shares on a fully-diluted basis (the “Global Grant Limit”), calculated to include shares outstanding and shares issuable in connection with the transactions contemplated by the Voluntary Reorganization. The Global Grant Limit may not be increased without prior approval of our shareholders.

Each award entitles the participant to receive one common share upon satisfaction of applicable vesting, performance and other conditions established by the Strategy Committee. Awards are granted pursuant to individual grant agreements that set forth the applicable terms. Until the underlying shares are effectively delivered, participants do not have shareholder rights with respect to such shares. We may satisfy awards through newly issued shares, treasury shares or shares acquired in the market and, at the discretion of the Strategy Committee, may elect to settle awards in cash based on the volume-weighted average price of our common shares over a specified trading period. Shareholders do not have preemptive rights with respect to shares issued under the MIP.

Under our bylaws, as of the Effective Date, the Strategy Committee has exclusive authority to administer the MIP, including to designate eligible participants, determine the number of awards granted, establish vesting schedules and performance criteria, interpret the MIP and approve individual grants, within the overall parameters approved by our shareholders. Any grants made pursuant to the MIP must therefore be approved by a majority of the members of the Strategy Committee. Our Remuneration Committee supports the Strategy Committee in an advisory capacity.

Pursuant to the Plan, 1.0% of our common shares were available to be granted and vest immediately upon our emergence from the Chapter 11 Cases and were allocated by the Strategy Committee on March 26, 2026, as described below. The remaining portion of the Global Grant Limit is subject to future grants under programs to be established by the Strategy Committee. The MIP provides for customary anti-dilution adjustments in the event of stock splits, reverse splits, stock dividends and certain restructuring-related transactions to preserve the intended economic allocation of awards.

The MIP remains in effect for an indefinite period until fully allocated or otherwise amended or terminated in accordance with its terms.

On March 26, 2026, our founder and Chairman, David Gary Neeleman, was granted stock options under the MIP in respect of 547,308,517,788 common shares (which is equal to 1.0% of our common shares outstanding on the date of this annual report) (the “March 2026 Stock Options”). The March 2026 Stock Options were issued for no consideration, fully vested immediately upon grant and have an aggregate nominal exercise price of R$1.00. As disclosed by Mr. Neeleman in a Form 4 beneficial ownership report filed with the SEC on March 30, 2026, on March 26, 2026, Mr. Neeleman exercised March 2026 Stock Options in respect of 182,436,172,596 common shares (which is equal to 0.3% of our common shares outstanding on the date of this annual report) and Mr. Neeleman disposed of such common shares as a gift for nil consideration. Accordingly, as of the date of this annual report, Mr. Neeleman holds vested March 2026 Stock Options in respect of 364,872,345,192 (which is equal to 0.7% of our common shares outstanding on the date of this annual report).

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Directors’ and Officers’ Insurance

Our directors and officers have been covered by liability insurance since our inception. Our current directors’ and officers’ insurance policies, which we signed on March 17, 2024, are provided by Zurich Minas Brasil Seguros S.A. and Akad Seguros S.A., are renewable each year and are due for renewal on March 17, 2025. The insurance premium is US$1,088,303.92 and US$398,976.98, respectively. This policies covers damages or costs in the event our directors or officers suffer losses as a result of a lawsuit for alleged wrongful misconduct while acting in their capacity as directors or officers. See “Item 7.B. Related Party Transactions—Arrangements with Directors and Officers.”

C.Board Practices

In connection with our emergence from the Chapter 11 Cases, and as provided in the Plan, our board of directors was reconstituted with effect from the Effective Date to consist of up to seven directors, subject to compliance with Brazilian law. The members of our board of directors generally serve one-year terms and are eligible for reelection. Notwithstanding this general rule, the initial directors designated in connection with our emergence will serve a two-year term and, during such term, may be removed only for Cause, as defined in our bylaws without limitation to the powers of our Strategy Committee. In addition, pursuant to our bylaws, the chairman of the board of directors will be appointed by our shareholders at a general shareholders’ meeting.

Our Strategy Committee is solely responsible for finding potential candidates and submitting to the board of directors the proposed slate of nominees for election as members of the board of directors to be recommended to our shareholders. The board of directors may not nominate members of the board of directors or select a slate of nominees in a manner inconsistent with the Strategy Committee’s recommendations.

For more information on our governance structure and board practices, see “Item 6.A. Directors and Senior Management—Board of Directors” and “—Strategy Committee.”

Audit Committee

Our Audit Committee is composed of three members who are elected by our board of directors. According to our bylaws, at least one member of our Audit Committee shall be an independent member of our board of directors, and at least one member of our Audit Committee shall have recognized experience in corporate accounting matters. The Audit Committee is responsible for: (i) advising our board of directors regarding the selection of independent auditors; (ii) reviewing the scope of the audit and other services provided by our independent auditors; (iii) evaluating and monitoring related party transactions; and (iv) evaluating our internal controls, among other things. The members of our Audit Committee are Gilberto de Almeida Peralta (coordinator), Renata Faber Rocha Ribeiro and James Jason Grant (who is also a member of our Strategy Committee and is no longer a member of our board of directors).

On May 2, 2025, our board of directors determined that Gilberto de Almeida Peralta, a member of our Audit Committee, meets the requirements of an “audit committee financial expert,” as defined by the SEC, and is an independent member of the Audit Committee under applicable SEC rules.

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Compensation Committee

Our compensation committee is composed of three members who are elected by our board of directors, one of which shall be an independent member of the board of directors, according to the regulations of the Level 2 segment of the B3. Our compensation committee’s principal responsibilities include advising the Strategy Committee on the organization, management and interpretation of the share-based incentive plans, including with respect to any resolutions to be adopted by the Strategy Committee in situations not contemplated by such plans, or in connection with any conflicts arising therefrom. The current members of our compensation committee are Sérgio Eraldo de Salles Pinto (coordinator), David Gary Neeleman and Jonathan Seth Zinman. Their mandates are for an unlimited duration, until the board of directors replaces them. As a foreign private issuer, we are not required to comply with the SEC rules applicable to compensation committees.

Environmental, Social & Governance Committee

Our environmental, social and governance committee (or “ESG Committee”) was created on December 23, 2013 and is currently composed of four members who are elected by our board of directors. At least one member of the ESG Committee shall be independent members of the board of directors, according to the regulations of the Level 2 segment of the B3. The currently members of our ESG Committee are: Renata Faber Rocha Ribeiro (coordinator), Gilberto de Almeida Peralta, Daniella Marques Consentino, and James Jason Grant, elected at the meeting of our board of directors held on April 30, 2025, to be ratified by the next General Shareholder’s Meeting on April 30, 2026. On August 9, 2021, our board of directors approved the conversion of the corporate governance committee into ESG Committee, also updating and approving its Internal Regulations. Our ESG Committee’s principal responsibilities include: (i) develop and carry out the continuous evaluation of the ESG plan and strategy instituted by the Company, verifying the consolidation of the orchestrated action plans, as well as other proposals and initiatives involving the topic in question, preparing the organizational model in reference in line with internal procedures to be taken and the organizational structures required to implement the ESG Plan; (ii) review and support the Board of Executive Officers in the preparation of updates, amendments and innovations to the Code of Ethic and Conduct of the Company; (iii) recommend the adoption, adhesion, entry, maintenance or continuity of the Company in “Protocols,” “Principles,” “Agreements,” “Pacts,” “Initiatives” and “Treaties” national or international, directly or indirectly related to ESG; (iv) participate in the preparation and updating of reports that demonstrate the Company’s ESG performance to interested parties (stakeholders); (v) provide support in maintaining the Related-Party Transactions Policy of the Company, in order to express its opinion about potential conflicts of interest among members of the board of directors and the Company; and (vi) express an opinion about: (a) the sale or transfer of the Company’s fixed assets in amounts greater than three percent (3%) of the net earnings recorded in the Company’s consolidated financial statements of the last fiscal year, whenever such transactions are outside the ordinary course of business of a company operating in the same industry wherein the Company operates; (b) any transaction with related parties, in accordance with the provisions of the Related Parties Transactions Policy of the Company; and (c) contracting any financial obligation not provided for in the annual plan or budget of the Company or its subsidiaries, which amount, in reais, is greater than US$200 million, converted by the PTAX rate published by the Central Bank on its webpage on the day of the transaction.

D.Employees

Overview

We believe that the quality of our employees, whom we refer to as Crewmembers, promotes our success and growth potential. We believe we have created a strong service-oriented company culture, which is built around our values of safety, consideration, integrity, passion, innovation and excellence. We are dedicated to carefully selecting, training and maintaining a highly productive workforce of considerate, passionate and friendly people who serve our customers and provide them with what we believe is the best flying experience possible. We reinforce our culture by providing an extensive orientation program for new Crewmembers and instill in them the importance of customer service and the need to remain productive and cost efficient. Our Crewmembers are empowered to not only meet our customers’ needs and say “yes” to a customer, but to also listen to our customers and solve problems.

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We aspire to be the best customer service company in Brazil, and as a result, we believe our Crewmembers are more likely to recommend us as a place to work to a friend or relative. We have good relations with our Crewmembers and we have never experienced labor strikes or work stoppages.

We are focused on increasing the efficiency and productivity of our Crewmembers.

We provide extensive training for our Crewmembers that emphasizes the importance of safety. In compliance with Brazilian and international IATA safety standards, we provide training to our pilots, flight attendants, maintenance technicians, managers and administrators and customer service (airport and call center) Crewmembers. We have implemented employee accountability initiatives both at the time of hiring and on an ongoing basis in order to maintain the quality of our crew and customer service. We currently operate four flight simulators and have an extensive training program at UniAzul, our training facility adjacent to Viracopos airport (see “Item 4.B. Business Overview—Airports and Other Facilities and Properties—Other Facilities and Properties” and “Item 4.B. Business Overview—Safety and Quality”).

Our compensation strategy is competitive and meant to retain talented and motivated Crewmembers and align the interests of our Crewmembers with our own. Salaries and benefits paid to our Crewmembers, include, among others, health care, dental care, child care reimbursement, life insurance, funeral assistance, psychosocial assistance under our Anjo Azul program, school aid (granted to expatriate executive officers only), housing allowance (granted to expatriate executive officers only), salary-deduction loans, bonuses, pension plans, transportation tickets, food allowances and meal vouchers. We believe that we have a cost advantage compared to industry peers in salaries and benefit expenses due to high employee productivity measured by the average number of employees per aircraft. We also benefit from generally lower labor costs in Brazil, when compared to other countries, which is somewhat offset by lower productivity due to government requirements over employee labor conditions and taxes on payroll.

To motivate our Crewmembers and align their interests with our results of operations, we provide a leadership incentive plan based on the achievement of pre-defined Company performance targets (Programa de Recompensa). We also have established a stock option plan for our leadership that vests over a four or five-year period. See “Item 6.B. Directors, Senior Management and Employees—Management Compensation.”

As of December 31, 2025, we had 15, total employees, an increase of 1.2% compared to December 31, 2024.

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E.Share Ownership

As of the date hereof: (i) David Gary Neeleman, the Chairman of our board of directors and our founder, holds 25,958,221 common shares in his own name and 390,218 common shares through Saleb II Founder 1 LLC (a vehicle that is wholly-owned by David Gary Neeleman), in addition to vested March 2026 Stock Options in respect of 0.66% of our common shares outstanding on the date of this annual report; (ii) Sérgio Eraldo de Salles Pinto, vice chairman of our board of directors, holds 7,514 common shares; (iii) Renata Faber Rocha Ribeiro, independent member of our board of directors, holds 4,000 common shares; (iv) John Peter Rodgerson, member of our board of directors and our chief executive officer, holds 249,546 common shares in his own name and 179,934 common shares through Saleb II Founder 11 LLC (a vehicle that is wholly-owned by John Peter Rodgerson); (v) Abhi Manoj Shah, our chief revenue officer, holds 431,071 common shares; and (vi) Daniel Tkacz, our chief technical officer, holds 1,100 common shares.

For a description of our stock option plans granted to our directors and executive officers, see “Item 6.B. Directors, Senior Management and Employees—Management Compensation.”

F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

In October 2022, the SEC adopted new rules, which added Section 10D of the Securities Exchange Act of 1934, as amended, requiring national securities exchanges and associations, such as the NYSE, to request listed companies to adopt a written compensation recovery (clawback) policy providing for the recovery, in the event of a required accounting restatement, of incentive-based compensation received by current and former executive officers in connection with a financial restatement, regardless of fault or misconduct, on or after October 2, 2023. The amendment to NYSE’s listing rules became effective on October 2, 2023, and issuers listed on the NYSE were required to adopt SEC-compliant clawback policies by December 1, 2023.

As a result of our Voluntary Reorganization, on May 25, 2025, the NYSE notified the SEC of its intention to remove the ADSs from listing and registration on the NYSE, which delisting came into effect at the opening of business on June 10, 2025. Because we are not currently listed on a U.S. national security exchange, we are therefore not currently subject to the clawback requirements referred to in the paragraph above. On November 30, 2023, our board of directors approved and adopted our compensation recovery policy, a copy of which is attached as Exhibit 97 to this annual report. If and when we are listed on NYSE American or the NYSE, as described herein, we will once again be subject to the clawback requirements referred to above and to our previously-adopted compensation recovery policy. We have not been required to prepare an accounting restatement at any time during or after our last completed fiscal year and no recovery of awarded compensation is required pursuant to our compensation recovery policy.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.Major Shareholders

Effective as of January 15, 2026, all of our preferred shares were converted into a single class of common shares, without par value upon the Conversion, and, effective as of February 18, 2026, all of our common shares were subject to the Reverse Share Split, in each case, in accordance with the Brazilian Corporations Law, and as required to implement the transactions under our Voluntary Reorganization. See “Item 10.B Additional Information—Memorandum and Articles of Association—Conversion and Reverse Share Split.”

As of the date hereof, approximately 98% of our outstanding common shares are held as ADSs, with the remainder held as common shares.

The table below shows the beneficial ownership of our capital stock following as of the date hereof, which reflects the Conversion and the First Reverse Share Split, as well as the Equitization Offering and the Equity Rights Offering (see “Item 4.B Business Overview—Voluntary Reorganization—Equitization of 1L/2L Claims—Equity Rights Offering”).

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The table below show the numbers of shares and percentage ownership held by (i) each person that is a beneficial owner of 5% or more of our common shares, (ii) all of our executive officers and directors as a group, (iii) certain other significant shareholders and (iv) all of our other shareholders, in each case as of the date of this annual report based on the most recent information available too us.

Name	Common Shares(1)	Percentage of Total Common Shares
Readystate(2)	4,946,408,500,000	9.0%
United(3)	4,775,834,632,216	8.7%
BlackBarn(4)	4,603,614,558,460	8.4%
VR(5)	2,877,742,163,070	5.3%
Directors and executive officers(6)	27,221,604	*
Treasury	88,679	*
Other shareholders	37,709,660,787,378	68.6%
Total	54,913,287,951,407	100.0%

* Less than 0.01%.

(1)Including in the form of ADSs.

(2)Consists of: (i) 4,385,820,500,000 common shares directly held by Readystate Master Fund, Ltd. (“RMF”), (ii) 560,588,000,000 common shares directly held by Readystate Strategic Opportunities Master Fund Ltd. (“RSO”), (iii) the beneficial ownership of Readystate Asset Management, LP (“RAM”) in its capacity as investment manager of RMF and RSO, and the beneficial ownership of Ryan Garino and David Grossman, in their capacity as managing partners of RAM. The address for the aforementioned persons and entities is 360 N Green Street, Suite 1400, Chicago, IL, 60607, United States. The foregoing information is included in reliance on the Schedule 13G filed by or on behalf of the aforementioned persons and entities on February 27, 2026.

(3)Consists of: (i) 4,775,816,000,000 common shares directly held by United Airlines, Inc. (“UAI”), a wholly-subsidiary of United Airlines Holdings, Inc. (“UAH”) in the form of ADRs, and (ii) 18,632,216 common shares directly held by CALFINCO Caymans Ltd. (“Calfinco”), a wholly-subsidiary of UAI, and (iii) the beneficial ownership of UAH with respect to UAI and Calfinco. The address of the aforementioned entities is 233 South Wacker Drive, Chicago, IL, 60606, United States. The foregoing information is included in reliance on the Schedule 13D filed by or on behalf of the aforementioned persons and entities on February 27, 2026. The beneficial ownership set forth above excludes up to 716,372,446,058 common shares issuable upon exercise of the Additional Investment Warrants to be held by United Airlines, which United Airlines has determined are not exercisable within 60 days from the date hereof.

(4)Consists of: (i) 4,458,214,000,000 common shares directly held by BlackBarn Capital Master Fund, LP (“BlackBarn Fund”) and 145,400,558,460 common shares issuable to BlackBarn Fund upon exercise of warrants exercisable in less than 60 days from the date hereof, (ii) the beneficial ownership of BlackBarn Capital LP (“BlackBarn Capital LP”) and BlackBarn Capital GP, LLC (“BlackBarn Capital GP”), in their capacity of general managers of BlackBarn Fund, (iii) the beneficial ownership of BlackBarn Capital Partners GP, LLC (“BlackBarn Partners GP”), in its capacity as general partner of BlackBarn Capital LP, and (iv) the beneficial ownership of Jonathan Carter, in his capacity as limited partner of BlackBarn Capital LP and managing partner of BlackBarn Capital GP and BlackBarn Partners GP. The address for BlackBarn Capital Partners LP, BlackBarn Capital GP, BlackBarn Partners GP, and Jonathan Carter is 250 W 55th Street, 25th Floor, New York, NY 10019. The address for BlackBarn Fund is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands. The foregoing information is included in reliance on the Schedule 13G filed by or on behalf of the aforementioned persons and entities on February 27, 2026. For purposes of calculating the percentage ownership for this holder, the denominator includes the common shares issuable upon exercise of the Additional Investment Warrants held by such holder, but does not include securities issuable upon exercise of any Warrants held by any other person.

(5)Consists of: (i) 2,829,984,000,000 common shares directly held by VR Global Partners, L.P. (“VR Fund”) and 47,758,163,070 common shares issuable to VR Fund upon exercise of warrants exercisable in less than 60 days from the date hereof, (ii) the beneficial ownership of VR Advisory Services Ltd. (“VR”), in its capacity as general partner and investment adviser of VR Fund, (iii) the beneficial ownership of VR Capital Participation Ltd. (“VRCP”), in its capacity of sole shareholder of VR, (iv) the beneficial ownership of VR Capital Group Ltd. (“VRCG”), in its capacity as sole shareholder of VRCP, (v) the beneficial ownership of VR Capital Holdings Ltd. (“VRCH”), in its capacity as sole shareholder of VCRG, and (vi) the beneficial ownership of Richard Deitz (“Mr. Deitz”), in his capacity as the control person of VR and VRCP. The address for all the aforementioned persons and entities (other than VR and Mr. Deitz) is c/o Intertrust (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands. The address for VR is 601 Lexington Avenue, 59th Floor, New York, New York, 10022, United States. The address for Mr. Deitz is The Kensington Building, 1 Wrights Lane, Fourth Floor, London W8 5RY, United Kingdom. The foregoing information is included in reliance on the Schedule 13G filed by or on behalf of the aforementioned persons and entities on February 27, 2026. For purposes of calculating the percentage ownership for this holder, the denominator includes the common shares issuable upon exercise of the Additional Investment Warrants held by such holder, but does not include securities issuable upon exercise of any Warrants held by any other person.

(6)Includes the aggregate holdings of common shares held by the seven members of our board of directors and the four members of our board of executive officers.

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Registration Rights Agreement

In connection with our emergence from the Chapter 11 Cases, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the Backstop Commitment Parties, the Strategic Investors and the Additional Investment Holders (collectively, the “RRA Holders”). The Registration Rights Agreement provides the RRA Holders and certain of their permitted transferees with customary demand, shelf and piggyback registration rights, as well as related cooperation and information rights, with respect to the resale of their equity securities in the United States.

As used herein, “Registrable Securities” include (i) all common shares acquired by the RRA Holders or any of their respective affiliates, (ii) our common shares acquired by RRA Holders or any of their respective affiliates that are our affiliates during the period beginning on the Effective Date and ending on the later of six months thereafter and the effectiveness of the relevant resale registration statement on Form F-1 (the “Initial Registration Statement”), (iii) our common shares acquired by RRA Holders that are not our affiliates, (iv) any securities issued in respect of, or in exchange or substitution for, such common shares, and (v) any ADS representing such common shares. Registrable Securities cease to be Registrable Securities once they have been sold or are eligible to be sold without restriction under Rule 144 or Regulation S.

We are required to prepare and file the Initial Registration Statement covering all Registrable Securities outstanding and eligible for registration and we must use commercially reasonable efforts to cause the Initial Registration Statement to be declared effective as promptly as practicable.

As soon as possible and not later than 60 days after we become eligible to use Form F-3, we are required to use commercially reasonable efforts to convert the Initial Registration Statement to a Form F-3 shelf registration statement (the “Form F-3 Resale Shelf”).

We may not file or seek effectiveness of any other registration statement prior to the effectiveness of the Initial Registration Statement without the approval of RRA Holders that, together with their affiliates, beneficially own at least 25% of our outstanding common shares or a majority of then Registrable Securities (“Requisite Holders”). The Requisite Holders may also require us to suspend efforts to obtain effectiveness of the Initial Registration Statement.

We are required to use commercially reasonable efforts to keep applicable resale registration statements effective until the earlier of (i) the third anniversary of the Effective Date, except for Registrable Securities held by the Strategic Investors, and (ii) the date on which no Registrable Securities remain outstanding on the NYSE or Nasdaq.

If our ADSs are not listed by June 20, 2026, being the four months following the Effective Date, then, during the subsequent twelve-month period (from the beginning of the fifth month through the end of the sixteenth month following the Effective Date), the Requisite Holders will have the right to require us to initiate the first underwritten offering of our common shares and/or ADSs (the “Re-IPO”). The Requisite Holders may exercise this right by delivering a written notice of the ADS to us (a “Re-IPO Demand Notice”). Upon receipt of a Re-IPO Demand Notice, we will not proceed with the listing until the pricing of the ADSs, unless otherwise instructed by the Requisite Holders.

We may not pursue a Re-IPO during this twelve-month period without the prior written instruction or consent of the Requisite Holders. The Requisite Holders’ right to deliver a Re-IPO Demand Notice expires at the end of the sixteenth month following the Effective Date. After the completion of a Re-IPO or the expiration of such demand right, we may pursue underwritten offerings without the prior request or consent of the Requisite Holders.

Securities proposed to be sold RRA Holders in a Re-IPO will have priority over any securities proposed to be sold by us or by other holders exercising piggyback rights, subject to pro rata cutbacks as required by the managing underwriter for bona fide marketing purposes. Any such cutback will apply ratably among all participating holders of Registrable Securities, provided that each such RRA Holder agrees to execute a customary lock-up agreement.

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The RRA Holders initially requesting the Re-IPO will have the right to select the underwriters for the Re-IPO, subject to our reasonable approval (which may not be unreasonably withheld, conditioned or delayed).

Except for the Re-IPO right described above, the holders of Registrable Securities do not have demand registration rights. If our ADSs are listed on the NYSE or Nasdaq prior to the delivery of a Re-IPO Demand Notice, the RRA Holders’ right to demand a Re-IPO will terminate.

RRA Holders are entitled to customary piggyback registration rights. If we propose to register any of our equity securities for sale in an underwritten offering, RRA Holders may request that their Registrable Securities be included in the registration. Such inclusion is subject to pro rata cutbacks to the extent reasonably required by the managing underwriter. In any such offering, the securities we propose to sell will have priority over securities held by holders exercising piggyback registration rights.

We must maintain our sponsored ADS programs in respect of our common shares (the “ADS Program”) and, after the listing of the ADRs, maintain such ADS Program, until the later of (i) the third anniversary of the Effective Date, except for Registrable Securities held by the Strategic Investors, and (ii) or such time as the ADS represent less than 5% of our outstanding common shares for 180 consecutive days, subject to a 12-year limit, and may not make materially adverse amendments without the required vote of holders of ADS.

In the RRA Agreement, we undertake to comply with our reporting and disclosure obligations as a foreign private issuer under the Exchange Act, including furnishing Forms 6-K and filing our annual report on Form 20-F to maintain current public information for Rule 144 purposes, to issue customary quarterly and annual earnings releases in English and hold corresponding earnings calls in English within five trading days after releasing our results, and to furnish a Form 6-K within one business day of the earlier of any announcement of a shareholder vote in Brazil or the distribution of related voting materials. Likewise, RRA Holders seeking registration of Registrable Securities will be required to timely provide customary information to allow us to list them as selling securityholders in a registration statement.

Subject to certain conditions, a transferee of Registrable Securities may become a party to the Registration Rights Agreement and succeed to the transferring RRA Holder’s rights with respect to the relevant Registrable Securities.

We may impose blackout periods of up to 45 days, which may be extended by our Strategy Committee (or our board of directors, to the extent required by applicable law), provided that no more than three blackout periods may be imposed in any 12-month period and that the aggregate duration of all blackout periods in any such 12-month period may not exceed 90 days. Any blackout period will suspend our obligations to maintain the effectiveness of a registration statement or permit sales thereunder, including in connection with any Re-IPO, but will not prevent RRA Holders from selling their securities in reliance on Rule 144 or on a private basis, subject to applicable law.

Solely in connection with a Re-IPO requested by the Requisite Holders, each of the Strategic Investors and each participating RRA Holder that, together with its affiliates, beneficially owns more than 1% of our outstanding common shares (including in the form of ADSs)—and, if requested by the managing underwriters, certain non-participating RRA Holders meeting the same ownership threshold—may be required to enter into a customary lock-up agreement for up to 90 days following the offering, subject to customary exceptions and conditioned on similar lock-up arrangements being imposed on us and on our directors and executive officers. Participating RRA Holders may be required to enter into such lock-up agreement even if they own less than 1% of our outstanding equity, and non-participating RRA Holders subject to a lock-up will not be restricted from pledging their securities as collateral for bona fide financing arrangements (other than financings undertaken for the principal purpose of disposing of such securities). If any lock-up restrictions are released or waived for any other holder before expiration, the Strategic Investors and the Backstop Commitment Parties will be entitled to the benefit of the same release or waiver on no less favorable terms.

The Registration Rights Agreement contains customary mutual indemnification provisions with respect to liabilities arising under the Securities Act.

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The Registration Rights Agreement is governed by New York law. The parties have agreed to exclusive jurisdiction in the federal and state courts located in New York County, in the state of New York.

Sales of our common shares (including in the form of ADSs) may occur through any method permitted by law, including underwritten offerings, at-the-market transactions, block trades, private sales and hedging transactions. We are required to provide customary cooperation in connection with any such disposition, including participation in marketing activities, execution of customary agreements and delivery of customary diligence materials, certificates, opinions and comfort letters, and will use commercially reasonable efforts to coordinate related communications with the managing underwriters.

Following the Effective Date, our executive management are required to conduct a non-deal roadshow in the United States upon request of holders representing the required ownership threshold, and we will conduct additional non-deal roadshows upon request of RRA Holders holding at least 5% of our common shares (including in the form of ADSs), subject to applicable law and a minimum 60-day period between roadshows.

Registration rights, other than those relating to the ADS Program, terminate on the earlier of (i) February 20, 2029, being the third anniversary of the Effective Date, except for Registrable Securities held by the Strategic Investors, (ii) the date on which no Registrable Securities remain outstanding, and (iii) the date on which there is no market for our outstanding ADSs.

Amendments or waivers of any provision of the Registration Rights Agreement prior to the earlier a listing of the ADS on the NYSE or Nasdaq or a Re-IPO will require our written consent, as well as the consent of the majority of the Backstop Commitment parties and the Strategic Partners. After the earlier of listing or a Re-IPO, amendments or waivers of any provision of the Registration Rights Agreement will require our written consent, as well as the consent of the holders of a majority of the Registrable Securities. In all cases, no amendment or waiver of any provision of the Registration Rights Agreement may be adopted that is disproportionately and materially adverse to any RRA Holder without such RRA Holder’s prior written consent, and no amendment to the lock-up provisions affecting any RRA Holder may be made without such RRA Holder’s prior written consent.

Dividends

According to the bylaws of the Company, unless the right is waived by all shareholders, the shareholders are guaranteed a minimum mandatory dividend equal to 0.1% of net income of the Company after the deduction of legal reserve, contingency reserves, and the adjustment prescribed under the Brazilian Corporations Law.

Interest on shareholders’ equity, which is deductible for income tax purposes, may be deducted from the minimum mandatory dividends to the extent that it has been paid or credited. Interest on shareholders’ equity is treated as dividend payments for accounting purposes.

Dividends are subject to approval by the Annual Shareholders’ Meeting.

The Company has not distributed dividends for the years ended December 31, 2025, 2024 and 2023.

B.Related Party Transactions

We currently engage in various transactions with related parties. These transactions are based on terms that reflect the terms that would apply to transactions with third parties.

Arrangements with Directors and Officers

We have entered into indemnity agreements with four of our directors pursuant to which we agree to indemnify and hold each of them harmless for certain losses arising out of their respective positions as directors excluding any willful misconduct, fraud or gross negligence, see “Item 6.B. Management Compensation—Directors’ and Officers’ Insurance.”

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Strategic Partnership with United

Calfinco Caymans Ltd., a wholly-owned subsidiary of United, was party to a shareholders’ agreement dated September 1, 2017 (as amended). However, as a result of the Conversion described elsewhere in this annual report, that shareholders' agreement ceased to be effective pursuant to the relevant termination provisions and by operation of law.

For a description of our strategic partnership with United, see “Item 4.B. Business Overview—Strategic Partnerships, Alliances and Commercial Agreements—United.”

Commercial Cooperation Agreement with United

We entered into a commercial cooperation agreement with United on June 26, 2015 which governs the expanded cooperation between both of our companies with respect to certain matters, including: (i) code-sharing, (ii) loyalty programs; (iii) special terms relating to passengers and cargo; (iv) marketing programs; (v) corporate accounts and sales contracts; (vi) employee interline pass travel; (vii) service levels at specific airports; and (viii) the negotiation of a commercial joint venture between us and United whereby we would share resources with United and split revenue related to specified matters relating to our and their route networks in order to optimize profitability for both us and United. To date, this joint venture has not yet been established, and we and United continue discussing objectives, the type of joint venture, revenue sharing and other matters.

Code-Share Agreement with United

On June 26, 2015, ALAB entered into a Code-Share Agreement with United, the sole shareholder of Calfinco. The Code-share Agreement governs the terms and conditions of code-sharing and interlining arrangements between ALAB and United.

Leasing Agreements with Azorra

During the year ended December 31, 2025, the Company entered into an Aircraft Operational Lease Agreement dated as of September 05, 2025, for two aircraft with entities of the Wilmington Trust Company, not it its individual capacity but solely as owner trustee (“Azorra”), as purchaser. Additionally, as part of the Chapter 11 Process, the Company rejected two Aircraft Operating Lease Agreements with its redelivery dates on July 15, and July 20, 2025, with entities of the Wilmington Trust Company, not it its individual capacity but solely as owner trustee (“Azorra”).

As of December 31, 2025, the Company had (a total of US$15,418 million) maintenance reserve with Azorra.

C.Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A.Consolidated Statements and Other Financial Information

See “Item 5.A. Operating Results” and “Item 18. Financial Statements.”

Legal Proceedings

We are subject to a number of proceedings in the Brazilian judicial and administrative court systems, almost all of which relate to civil and labor claims. We believe these proceedings are normal and incidental to the operation of a business in Brazil. We recognize provisions when (i) we have a present obligation as a result of a past event, (ii) it is probable that an outflow of resources will be required to settle the obligation, and (iii) a reliable estimate can be made of the amount of the obligation. The assessment of the likelihood of loss includes analysis of available evidence, the hierarchy of laws, available case law, recent court rulings and their relevance in the legal system and assessment of internal and external legal counsel.

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When the Company is party in other judicial and administrative proceedings, a provision is set up for all legal claims related to lawsuits for which it is probable that an outflow of funds will be required to settle the legal claims obligation and a reasonable estimate can be made. The assessment of probability of loss includes assessing the available evidence, the hierarchy of laws, the most recent court decision and their relevance in the legal system, as well as the assessment of legal counsel.

For civil claims connected to litigation proceedings before small claims court classified as probable loss, our provisioning policy is based on fixed and pre-established criteria, estimated based on historical information on similar claims. As a result of these circumstances and subject to the possibility of further in-house counsel review of such provisions during the course of proceedings, the provisioned amounts may not correspond to the effective amounts under dispute.

As of December 31, 2025, we are party to civil claims of various types (deemed “active” under our criteria, which do not consider claims in which agreements were entered into) and we have provisioned a total of R$109.9 million in respect of these civil claims. In addition, we are party to legal proceedings relating to labor law issues of various types, for which we have provisioned a total of R$55.8 million.

We are subject to several lawsuits filed by the Public Prosecutor’s Office which have the potential to affect our business models because the majority of these lawsuits challenges day-to-day aspects of our business, including, but not limited to, plane ticket fares, no-show fees, rescheduling fees, contractual fines and the treatment of individuals with special needs.

We are subject to certain claims related to taxes allegedly payable on imports of aircraft, flight simulators and aircraft parts. According to the counsel’s advice, the chance of loss with respect to these proceedings is probable, due to decisions from higher courts considering the legality of the collection of the additional charge on the imports.

As of December 31, 2025, we are defendants in judicial and administrative tax proceedings, for which we have provisioned a total of R$91.5 million.

On August 10, 2016, we filed an annulment action together with LATAM requesting the annulment of a decision issued by CADE imposing a fine of R$9.7 million to both LATAM and us because of the late merger filing by the parties notifying the existence of codeshare agreements between LATAM and TRIP in effect from 2004 until 2013. The action also sought to annul filing fees that CADE deemed to be owed by LATAM and us in its decision. In October 2019, the first instance court’s judgement partially granted the claims, annulling the penalty regarding the untimeliness but maintaining the filing fees for each agreement. CADE, LATAM and the Company submitted appeals and, in November 2022, the appellate court (TRF1) reversed the judgment and excluded the filing fees, but reinstated the penalty for untimeliness. In December 2024, we and LATAM filed a request to join the “Desenrola” Program of AGU/PGF, seeking to settle the amounts in dispute with CADE. In February 2025, CADE accepted the settlement and we and LATAM paid the agreed settlement amount. Following the settlement, in March 2025, we and LATAM filed a petition confirming the partial waiver of claims and requesting that our respective special appeals be declared moot, which was granted in April 2025. As a result, the special appeals filed by LATAM and us have been declared moot. The proceeding remains pending solely with respect to CADE's special appeal, which seeks to reinstate the payment of 17 additional court fees (taxas processuais) that were excluded by the appellate court and were not covered by the settlement with AGU. In June 2025, we posted a judicial bond of R$1.445 million, valid until November 2026, to guarantee payment of this fine in the event of an adverse decision. In such case, we may also be required to pay attorneys’ fees (honorários de sucumbência) corresponding to 8% of the economic benefit, jointly with LATAM.

We believe that the outcome of the proceedings to which we are currently a party will not, individually or in the aggregate, have a material adverse effect on our financial position, results of operations or cash flows.

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Dividend Policy

Amounts Available for Distribution

According to the Brazilian Corporations Law and our bylaws, our board of directors makes a recommendation to the annual shareholders’ meeting regarding the allocation of our net income for the preceding fiscal year, and the shareholders’ meeting decides upon the allocation. Under the Brazilian Corporations Law, our board of directors may also approve intermediary dividend distributions.

The Brazilian Corporations Law defines “net income” as the results for the fiscal year after deducting accrued losses, the provisions for income and social contribution taxes for that year and any amounts allocated to profit sharing payments to employees and management. Management is only entitled to any profit-sharing payment, however, after the shareholders are paid the mandatory dividend referred to below.

Reserve Accounts

Companies incorporated under Brazilian law generally have two main reserve accounts: a profit reserve account and a capital reserve account.

Profit Reserves

Profit reserves consist of a legal reserve, statutory reserve, contingency reserve, retained profit reserve and unrealized profit reserve, as described below.

The combined balance of our profit reserve accounts (other than the contingency reserve and the unrealized profits reserve) may not exceed our capital stock. If the balance does exceed capital stock, the shareholders’ meeting must decide whether to use the excess to pay in subscribed but unpaid capital, to increase our share capital, or to pay dividends.

Legal Reserve

The Brazilian Corporations Law requires us to maintain a legal reserve to which we must allocate 5.0% of our net income for each fiscal year until the aggregate amount of the reserve equals 20.0% of our capital stock. However, we are not required to make any allocations to our legal reserve in a year in which the legal reserve, when added to our other established capital reserves, exceeds 30.0% of our capital stock. The amounts allocated to the legal reserve must be approved by our shareholders in a shareholders’ meeting, and may only be used to increase our capital stock or to offset losses. Therefore, they are not available for the payment of dividends.

Statutory Reserve

The Brazilian Corporations Law allows us to allocate a portion of our net profits to discretionary reserve accounts established in accordance with our bylaws. As of December 31, 2025, we did not have a statutory reserve. If we establish these accounts, the bylaws must indicate the purpose, allotment criteria and maximum amount of the reserve. However, we may not allocate profits to these discretionary reserve accounts if this would affect the payment of the minimum mandatory dividend.

Contingency Reserve

The Brazilian Corporations Law allows us to allocate a percentage of our net income to a contingency reserve for anticipated losses that are deemed probable in future years, if the amount of the losses can be estimated. Any amount so allocated must be reversed in the fiscal year in which any expected loss fails to occur as projected, or charged against in the event that the expected loss occurs. The amounts to be allocated to this reserve must be approved by our shareholders. As of December 31, 2025, we did not have a contingency reserve.

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Retained Profit Reserve

The Brazilian Corporations Law allows us to retain a portion of our net income, by a decision of our shareholders, provided that the retention is included in a capital expenditure budget that has been previously approved. The allocation of funds to this reserve cannot jeopardize the payment of the minimum mandatory dividends. As of December 31, 2025, we did not have a retained profit reserve.

Unrealized Profit Reserve

Under the Brazilian Corporations Law, the amount by which the mandatory dividend exceeds the “realized” net income in a given year may be allocated to an unrealized profit reserve account, and the mandatory dividends may be limited to the “realized” portion of the net income. The Brazilian Corporations Law defines “realized” net income as the amount by which net income exceeds the sum of (i) our net positive results, if any, from the equity method of accounting and (ii) the profits, gains or income that will be received by us after the end of the next fiscal year. The unrealized profit reserve can only be used to pay mandatory dividends. Profits recorded in the unrealized profit reserve, if realized and not absorbed by losses in subsequent years, must be added to the next mandatory dividend distributed after the realization. As of December 31, 2025, we did not have an unrealized profit reserve.

Capital Reserves

Our capital reserve consists of the premium reserve, tax incentives, and investment subsidies. Under the Brazilian Corporations Law, capital reserves may only be used (i) to absorb losses that exceed retained earnings and profit reserves, (ii) to fund redemptions, refunds or repurchases of shares, (iii) to redeem founder shares, and (iv) to increase our share capital. As of December 31, 2025, we had R$1,408.7 million allocated to the capital reserve account.

Payment of Dividends and Interest on Shareholders’ Equity

The Brazilian Corporations Law allows a company to suspend distribution of mandatory dividends if the board of directors advises the annual shareholders’ meeting that the distribution would not be advisable given the company’s financial condition. The fiscal council, if one is in place, must review any suspension of the mandatory dividend, and management must submit a report to the CVM setting forth the reasons for the suspension of dividends. Net income that is not distributed due to a suspension is allocated to a separate reserve account and, if not absorbed by subsequent losses, must be distributed as dividends as soon as the financial condition of the company permits.

Dividends

Each holder of shares at the time a dividend is declared is entitled to receive dividends. Under the Brazilian Corporations Law, dividends are generally required to be paid within 60 days from the date on which the dividend is declared, unless the shareholders’ resolution establishes another payment date. The dividend must be paid at the latest before the end of the year in which it is declared.

Shareholders have three years from the date of payment to claim their dividends or interest on shareholders’ equity, after which the unclaimed dividends or interest revert to us.

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Distributions of Interest on Shareholders’ Equity

Brazilian corporations are permitted to pay interest on equity capital to shareholders and to treat those payments as a deductible expense for purposes of calculating Brazilian corporate income tax and social contribution tax. The interest is calculated based on the TJLP, as set by the Central Bank from time to time, and cannot exceed the greater of 50% of net income (after deduction of the social contribution tax on net income, and without taking account of the distribution being made and any income tax deduction) for the period in relation to which the payment is made, or 50% of retained profits and profit reserves as of the date of the beginning of the period in respect of which the payment is made. The payment of interest on shareholders’ equity represents an alternative form of dividend payment to shareholders. The amount distributed to shareholders as interest on shareholders’ equity, net of any income tax, may be included as part of the mandatory dividend distribution. The Brazilian Corporations Law requires us to pay shareholders an amount sufficient to ensure that the net amount they receive in respect of interest on shareholders’ equity, after payment of the applicable withholding tax, plus the amount of declared dividends, is at least equivalent to the mandatory dividend amount.

B.Significant Changes

Except as otherwise disclosed in our audited consolidated financial statements and in this annual report, there have been no significant changes in our business, financial condition or results of operations since December 31, 2025.

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ITEM 9. THE OFFER AND LISTING

A.Offering and Listing Details

Stock exchange listing in the United States

In the United States, our common shares trade in the form of ADSs. Our ADS traded on the NYSE between April 11, 2017 and June 10, 2025, when the ADSs were delisted from the NYSE pursuant to the provisions of Rule 12d2-2(b) under the Securities Act because, in the opinion of the NYSE, our ADSs were no longer suitable for continued listing and trading on the NYSE. Our ADSs are currently quoted on the OTC Pink Limited Market under the symbol “AZLUY.”

As of the date hereof, the ADSs represented approximately 98.3% of our common shares. Our ADSs initially represented our preferred shares until the Conversion, after which they began representing our common shares.

We currently expect to seek a listing of our issued and outstanding common shares and our ADSs on NYSE American. Subject to the approval of NYSE American and the satisfaction of all applicable listing requirements and conditions, we currently expect our ADSs to commence trading on NYSE American under the ticker symbol “AZUL” shortly after the effectiveness of the Second Reverse Share Split (which is currently expected to become effective on or around April 20, 2026). We will announce the date on which our ADSs will commence trading on NYSE American if and when all requirements and conditions to listing are satisfied. Quotation of the ADSs on the OTC Pink Limited Market is expected to cease if and when the ADSs are listed on NYSE American.

Furthermore, we currently expect to satisfy the initial listing requirements of the NYSE on or around July 1, 2026, assuming that the trading price of our ADSs (including the implied price based on the trading price of our common shares on the B3) remains above US$ 4.00 per ADS throughout the period from February 20, 2026 to July 1, 2026. We currently intend to apply to uplist our issued and outstanding common shares and our ADSs on the NYSE as soon as all applicable requirements and conditions to such listing are satisfied.

There can be no assurance that our common shares and ADSs will be listed on NYSE American or the NYSE, or if any such listing is obtained, that our common shares and ADS will continue to be listed thereon. Any listing of our common shares on NYSE American or the NYSE would not be for trading purposes, and would only be in connection with any listing on NYSE American or the NYSE of the ADSs representing those common shares. References in this annual report to the listing and trading of ADSs on NYSE American and the NYSE exclude the listing and trading of the Restricted ADSs because the terms of such Restricted ADSs include restrictions on the transfer of such Restricted ADSs and limitations on the withdrawal of common shares underlying such Restricted ADSs, which thereby make such Restricted ADSs not fungible with Azul’s freely tradable ADSs and common shares.

Stock exchange listing in Brazil

Our common shares currently trade on the B3 under the symbol “AZUL53.” However, upon effectiveness of the Second Reverse Share Split, we currently expect that our common shares will begin trading on the B3 under the symbol “AZUL3”.

On March 31, 2026, the last reported sale price of our common shares on the São Paulo Stock Exchange was R$228.83 per one million common shares (which is equivalent to R$0.00022883 per common share).

The price per common share on the B3 is currently lower than the minimum share price required by the B3. The B3 has granted our request for an extension to the deadline to regain compliance with this requirement to April 30, 2026. Based on our current market capitalization, we expect to regain compliance with this requirement upon effectiveness of the Second Reverse Share Split (which we currently expect to be effective as of April 20, 2026), However, there can be no assurance that our common shares will continue to be listed on the B3.

B.Plan of Distribution

Not applicable.

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C.Markets

Regulation of Brazilian Capital Markets

The Brazilian capital markets legal framework is established by Brazilian Law No. 4,728, of July 14, 1965 (“Brazilian Capital Markets Law”), Law No. 6,385, of December 7, 1976 (“Brazilian Securities Law”), and the Brazilian Corporations Law. Pursuant to such statutes, the Brazilian capital market is regulated and supervised by the CVM, which has general authority over the stock exchanges and securities market. The Central Bank of Brazil (Banco Central do Brasil, the “BACEN”) has, among other powers, licensing authority over brokerage firms and also regulates foreign investment and foreign exchange transactions, according to the provisions of the Brazilian Securities Law and Law No. 4,595, of December 31, 1964, as amended, and Law No. 14,286, of December 29, 2021 (“Foreign Exchange Law”). Both CVM and BACEN are subject to the supervision of – and the macro policies established by – the National Monetary Council (Conselho Monetário Nacional, the “CMN”). These laws and other rules and regulations together set the requirements for disclosure of information applying to issuers of securities listed on stock exchanges, the criminal penalties for insider trading and price manipulation, the protection of minority shareholders, licensing procedures, supervision of brokerage firms, and governance of the Brazilian stock exchanges.

Pursuant to the Brazilian Corporations Law, a company may be publicly held and listed or privately held and unlisted. All publicly held companies are registered with the CVM and are subject to periodic reporting requirements and disclosure of material events. A company registered with the CVM under the proper category may request its shares to be listed for trading on Brazilian stock exchanges or on Brazilian over-the-counter markets. Currently, the B3 operates both securities exchange and over-the-counter markets in Brazil. Shares listed on the stock exchange may not be simultaneously traded on Brazilian over-the-counter markets, except in case of block trading, as provided in CVM Resolution No. 135 of June 10, 2022. Trading on the over-the-counter market implies direct off-stock exchange trades between investors through intermediaries duly approved by the B3. Listing on the B3 requires a company to apply for registration with the B3 and the CVM.

The trading of securities on the B3 may be suspended under certain circumstances, including at the request of a company in anticipation of a disclosure of material information by the publicly held company. Trading may also be suspended at the request of the B3 or the CVM, if there is any evidence that a company has provided inadequate information regarding a material fact or has provided inadequate responses to inquiries by the CVM or the stock exchange, among other reasons.

Trading on the B3

B3 trading sessions are conducted from 10:00 a.m. to 5:55 p.m. (São Paulo local time) in an automated system known as PUMA Trading System. The B3 also permits trading from 6:25 p.m. to 6:45 p.m., in an online system known as “after market,” which is connected to traditional and online brokers. “After market” trading is subject to regulatory limits on price volatility and on the volume of common shares transacted by online brokers.

Delivery of and payment for shares are made through the facilities of an independent clearing house, B3 Central Depository, which is the clearing house for the transactions carried out on the B3 and handles the multilateral counterparty settlement of both financial obligations and transactions involving securities. The B3 Equities Clearing is responsible for the registration, settlement and risk management of trades with shares through PUMA Trading System.

For a more efficient control of volatility of the BOVESPA Index, the B3 has adopted a circuit breaker system that suspends trading for 30 minutes or 1 hour whenever the BOVESPA Index falls below 10% and 15%, respectively, compared with the index at the close of trading on the preceding trading session. If the BOVESPA Index falls below 20% compared to the previous day, the B3 may suspend trading for a period of time to be defined by it at the time of such event.

Corporate Governance Practices and the Level 2 Segment of B3

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In 2000, the B3 introduced three special listing segments, known as Level 1, Level 2 and the Novo Mercado, aiming at fostering a secondary market for securities issued by Brazilian companies with securities listed on the B3 by prompting such companies to follow good practices of corporate governance. The listing segments were designed for the trading of shares issued by companies voluntarily undertaking to abide by corporate governance practices and disclosure requirements in addition to those already imposed by applicable Brazilian law. Our securities are listed on the Level 2 segment of the B3. The main elements of this segment are described below:

To become a Level 2 segment of B3 company, in addition to the obligations imposed by applicable law, an issuer must comply with the following rules: (1) ensure that shares of the issuer representing at least 20% of its total capital are effectively available for trading or 15% of its total share capital, provided that the average daily trading value of the Company’s shares remains equal to or higher than BRL 20,000,000.00 (twenty million Brazilian reais), considering the transactions carried out over the last 12 (twelve) months; (2) adopt offering procedures that favor widespread ownership of shares whenever making a public offering, including (a) guaranteed access to all prospective investors, or (b) the allocation of at least 10% of the total offer to individuals or non-institutional investors; (3) comply with additional quarterly disclosure standards, such as disclosing related party transactions to the same level as required by the accounting standards used in the preparation of annual financial statements; (4) follow stricter disclosure policies with respect to transactions made by controlling shareholders, members of its board of directors, its executive officers and, if applicable, members of its fiscal council (conselho fiscal) and other technical or consulting committees involving securities issued by the issuer; (5) submit any existing shareholders’ agreement and stock option plans to the B3; (6) make a schedule of the corporate events, available to shareholders, the public meeting with analysts and the release of the company's financial information; (7) grant tag-along rights for all shareholders in connection with a transfer of control of the company offering the same price paid per share of controlling block for each common share and preferred share; (8) grant voting rights to holders of preferred shares, at least in connection with the following matters: (a) transformation, merger, amalgamation or spin-off of the Company; (b) execution of any agreement between the Company and its controlling shareholder, acting directly or through any third party, in the event such agreement must be approved by a general shareholders’ meeting, as provided by law or in the bylaws of the Company; (c) valuation of assets to be contributed to the capital stock of the Company in a capital increase; (d) appointment of the valuation company or institution that will determine the economic value of the Company; and (e) amendments or exclusions of bylaw provisions which eliminate or modify any of the matters above and in the item 4.1 of the Level 2 segment of B3 listing regulation; (9) have a board of directors consisting of at least five members out of which a minimum of 20% of the directors must be independent and limit the term of all members to two years, reelection permitted; (10) not appointing the same individual to simultaneously hold the positions of chairman of the board of directors, chief executive officer or other principal executive, observing the exceptions provided on corporate governance Level 2 segment of B3 listing regulation; (11) translate into English its annual and quarterly consolidated and unconsolidated financial statements, accompanied by the management report or commentary on performance and the opinion or special review report of the independent auditors, as provided by law; (12) if it elects to delist from the Level 2 segment of B3, conduct a tender offer by the company’s controlling shareholder (the minimum price of the shares to be offered will be the economic interest determined by an independent specialized firm with requisite experience); (13) adhere exclusively to the Market Arbitration Chamber (Câmara de Arbitragem do Mercado) for resolution of disputes between the company and its investors relating to or derived from the enforceability, validity, applicability, interpretation, breach and its effects, of the provisions of the Brazilian Corporations Law, the Company’s bylaws, the rules published by the CMN, the Central Bank of Brazil (“Central Bank”), the CVM, and other rules applicable to the Brazilian capital markets in general, including the Level 2 rules, the Level 2 listing agreement, the Level 2 sanctions regulation and the rules of the Market Arbitration Chamber of the B3; and (14) adopt and publish a code of conduct that establishes the principles and values that guide the company.

Investment in Our Common Shares By Non-residents

Foreign Investment in the Brazilian Securities Market - Joint Resolution 13

Aside from investing in our ADS, investors residing outside Brazil may also purchase our common shares, on the B3, through the foreign portfolio investment regime set forth in Joint Resolution No. 13, dated December 03, 2024, of the Central Bank and the CVM (“FPI” and “Joint Resolution 13”).

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With certain limited exceptions, and subject to the requirements set forth in Joint Resolution 13, non-resident investors are permitted to carry out any type of transaction in the Brazilian financial capital markets involving a security traded on a Brazilian stock or future exchange or organized over-the-counter market, or OTC. Investments and remittances outside Brazil of dividends, profits or other payments related to our shares are made through the foreign exchange market.

Under the terms of Joint Resolution 13, in order to invest in our common shares through the FPI regime , an investor domiciled outside Brazil must, as a general rule: (1) appoint one or more representatives in Brazil, which must be a financial institution, an institution authorized by the Central Bank or a clearing and settlement chamber, with powers to receive service of process related to any action regarding financial and capital market legislation, among others (the appointment of such representative is dismissed under certain circumstances set forth in Joint Resolution 13); (2) through its representative, register itself as a foreign investor with the CVM (such registration is not required under certain circumstances set forth in Joint Resolution 13); (3) obtain a taxpayer identification number from the Brazilian tax authorities; and (4) appoint one or more authorized intermediaries and/or custodians in Brazil for the investments.

Individuals domiciled abroad investing in our common shares are not required to comply with items (1) and (2) above.

Securities and other financial assets held by foreign investors pursuant to Joint Resolution 13 must be registered, maintained in deposit accounts or maintained under the custody of entities and/or systems, as applicable, authorized by the Central Bank or the CVM, as the case may be. In addition, FPI investors are generally restricted from trading with securities outside the Brazilian stock exchanges or OTC markets licensed by the CVM.

In addition, an investor operating under the provisions of Joint Resolution 13 must obtain a tax identification number with the Brazilian tax authorities (as provided in item (3) above) pursuant to its Regulatory Instruction 2,119, dated as of December 6, 2022, in case of a legal entity, or to Regulatory Instruction 2,172 dated as of January 9, 2024, in case of an individual.

Foreign Direct Investment

Alternatively, foreign investors may also invest directly in Brazilian companies under Law No. 14,286. However, these investors may be subject to a less favorable tax treatment on gains than foreign investors that invest in Brazil under Joint Resolution 13.

A direct foreign investor under Law No. 14,286, whenever acquiring equity investments, must: (1) enroll as a foreign direct investor with the Central Bank, if the amount of the investment is equal to or higher than USD100,000.00; (2) obtain a taxpayer identification number from the Brazilian tax authorities; (3) appoint a tax representative in Brazil; and (4) appoint a representative in Brazil for service of process with respect to suits based on the Brazilian Corporations Law.

Tax on Foreign Exchange Transactions (“Imposto sobre Operações de Crédito, Câmbio e Seguro, ou relativas a Títulos ou Valores Mobiliários”) (“IOF/Exchange Tax”)

IOF/Exchange Tax levies on certain foreign investments in Brazilian financial and capital markets, including investments made pursuant to Joint Resolution 13. Currently, currency exchange transactions carried out by Joint Resolution 13 investors are subject to IOF/Exchange Tax at a rate of (i) 0%, in the case of inflows and outflows of funds in and from Brazil in connection with investments in the Brazilian financial and capital markets, and (ii) 0%, in the case of the outflow of funds from Brazil in connection with the payments of dividends and interest on shareholders’ equity and the repatriation of funds invested in equity interest in Brazil.

The Brazilian government is permitted to increase the rate of the IOF/Exchange Tax at any time, up to 25% of the amount of the foreign exchange transaction. However, any rate increase will only apply to transactions carried out after the rate increase and will not apply retroactively. For more information, see “—Taxation—Brazilian Tax Considerations—Income Tax—Tax on Foreign Exchange and Financial Transactions.”

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Uncertainty over whether the Brazilian government will implement changes in policy or regulation affecting these or other factors in the future may contribute to economic uncertainty in Brazil and heightened volatility in the Brazilian capital markets and securities issued abroad by Brazilian companies. This uncertainty and other future events affecting the Brazilian economy and the actions of the Brazilian government may adversely affect us and the price of our common shares, including in the form of ADSs.

D.Selling Shareholders

Not applicable.

E.Dilution

Not applicable.

F.Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A.Share Capital

Not applicable.

B.Memorandum and Articles of Association

Conversion and First Reverse Share Split

After December 31, 2025 and prior to the filing of this annual report, all of our preferred shares were converted into a single class of common shares, without par value upon the Conversion, in accordance with the Brazilian Corporations Law, and as required to implement the transactions under our Voluntary Reorganization.

The Conversion was approved by the preferred shareholders at a special preferred shareholders meeting (assembleia especial de acionistas titulares de ações preferenciais) and by the common shareholders at an extraordinary general shareholders’ meeting (assembleia geral extraordinária), both held on January 12, 2026. At the special preferred shareholders meeting, our preferred shareholders approved the conversion of all preferred shares issued by the Company into common shares, in the proportion of 75 common shares for each preferred share. Subsequently, at the extraordinary general shareholders' meeting, our common shareholders approved: (i) the Conversion and its implementation by the Company’s officers; and (ii) the corresponding amendment of our bylaws (estatuto social) to exclude all references to preferred shares. The minutes of the extraordinary general shareholders’ meeting (assembleia geral extraordinária) was registered by the São Paulo State commercial registry (Junta Comercial do Estado de São Paulo) on January 30, 2026, and the Conversion became effective on January 15, 2026.

As a result, as of the date of this annual report, we have only one class of shares outstanding—common shares, without par value—and all former preferred shares (including those previously traded in Brazil or held as ADRs) were fully converted into common shares pursuant to the Conversion.

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On February 12, 2026, our shareholders approved at an extraordinary general shareholders’ meeting (assembleia geral extraordinária) the First Reverse Share Split of all of our issued and outstanding common shares at a ratio of 75 pre-split common shares to 1 post-split common share, with no change to our total share capital, and the corresponding amendments to our bylaws (estatuto social) to reflect the new number of common shares after the First Reverse Share Split. An equivalent reverse share split of our ADS (which we refer to as the ADS Reverse Share Split) was implemented as a result of the First Reverse Share Split, at a ratio of 75 pre-split ADSs to form one post-split ADS. The ADS ratio immediately prior to, and immediately following, the ADS Reverse Share Split, was one ADS representing 500,000 common shares.

The First Reverse Share Split became effective on February 18, 2026 and, although the minutes of the extraordinary general shareholders’ meeting (assembleia geral extraordinária) approving it had not yet been registered with the São Paulo State commercial registry (Junta Comercial do Estado de São Paulo) as of the date of this annual report, the First Reverse Share Split has been implemented for corporate, accounting and trading purposes as of February 18, 2026.

The First Reverse Share Split did not affect the rights of holders of our common shares other than to proportionally reduce the number of shares outstanding, and no fractional shares were issued in connection therewith.

As of the date hereof, giving effect to (i) the Conversion, (ii) the First Reverse Share Split and (iii) the capital increase implemented on February 20, 2026 in connection with the Equity Rights Offering, our total capital stock is R$21,756,852,177.39, fully paid-in and divided into 54,913,287,951,407 common shares, all nominative, in book-entry form and without par value, with approximately 98.3% of our outstanding common shares held as ADSs and the remainder held as common shares.

Second Reverse Share Split

On March 25, 2026, an extraordinary general meeting of shareholders (assembleia geral extraordinária) approved a reverse share split of the Company’s common shares, at a ratio of 150,000 pre-split common shares to form one post-split common share (which we refer to herein as the Second Reverse Share Split). We currently expect that the Second Reverse Share Split will become effective on or around April 20, 2026. When implemented, the Second Reverse Share Split will reduce the number of our issued and outstanding common shares by consolidating 150,000 existing common shares into one common share. The Second Reverse Share Split will not result in any change to the amount of our share capital. Unless otherwise stated, references in this annual report to numbers or percentage of our outstanding common shares do not reflect the impact of the Second Reverse Share Split.

ADS Ratio

In order to accommodate the number of shares issued by the Company in early 2026, the Company has changed the number of shares represented by its ADSs. Prior to January 2, 2026, one ADS represented three preferred shares. Effective as of January 2, 2026, the ADS ratio was changed so that one ADS represented 50,000 preferred shares. Effective as of February 11, 2026, the ADS ratio was changed so that one ADS represents 500,000 common shares.

As a result of the Second Reverse Share Split, the Company will amend the ADS program in order to change the ADS ratio so that one ADS represents two common shares. The Company and the Depositary will communicate further details of this change in due course.

Our Bylaws, the Brazilian Corporations Law, the CVM and the B3

The following is a brief summary of certain significant provisions of our bylaws, The Brazilian Corporations Law, and the rules and regulations of the CVM and of the Level 2 segment of the B3. This discussion does not purport to be complete and is qualified by reference to our bylaws, and of those laws, rules and regulations. For a summary of certain of your rights as a shareholder of a company listed on the Level 2 segment of the B3, see “Item 10.B. Memorandum and Articles of Association—Our Bylaws, the Brazilian Corporations Law, the CVM and the B3—Rights of Our Common Shares—Voting Rights” below.

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Organization and Register

We are incorporated as a Brazilian sociedade anônima under the corporate name “Azul S.A.”. Our headquarters are at Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo – Brazil. We are registered with the Board of Trade of the State of São Paulo – JUCESP under corporate registration number (NIRE) 35.300.361.130. We have also been registered with the CVM as a publicly-held corporation since April 7, 2017 under n. 24112.

Our common shares are listed on the Level 2 segment of the B3 since April 11, 2017. This listing requires us to comply with the corporate governance and disclosure rules of the Level 2 segment of the B3 as summarized in the “Item 9.C.—Markets.”

Our bylaws were most recently amended pursuant to a resolution approved by our shareholders in an extraordinary general meeting of shareholders (assembleia geral extraordinária) held on February 12, 2026, which amendments were conditioned upon the consummation of the Plan, which occurred on February 20, 2026. In an extraordinary general meeting of shareholders (assembleia geral extraordinária) held on March 25, 2026, our shareholders approved an amendment to our bylaws to update the number of common shares after the Second Reverse Share Split, which amendment shall become effective on the date that the Second Reverse Share Split is effective (which is currently expected to be April 20, 2026).

Corporate Purpose

The corporate purpose of our company, as stated in our bylaws, is as follows:

•to hold direct or indirect equity interest in companies of any type whose activities include:

•explore scheduled and non-scheduled air transportation services of passengers, cargo and mailbags, in Brazil and abroad, according to the concessions granted by the relevant authorities;

•explore additional air charter transportation activities for passengers, cargo and mailbags;

•render services of maintenance and repair of own and third-party aircraft, motors, items and parts;

•render services of aircraft hangar;

•render services of runway, flight attendance and aircraft cleaning;

•purchase and lease aircraft and other related assets;

•develop and manage its own customer loyalty program or customer loyalty programs of third parties;

•sell redemption rights regarding awards under the customer loyalty program;

•explore travel agency and tourism businesses;

•develop other activities that are connected, incidental, additional or related to the above-mentioned activities; and

•hold interest in other companies.

Rights of our Common Shares

Following the Voluntary Reorganization, we have a single class of common shares, and each common share entitles its holder to one vote at our shareholders’ meetings.

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Reimbursement and Right of Withdrawal

Under the Brazilian Corporations Law, “dissenting shareholders” including shareholders who have no voting rights have the right to withdraw from a company and receive full reimbursement for the value of all their shares in certain circumstances. For purposes of this right of withdrawal, “dissenting shareholders” include shareholders who vote against a specific resolution, as well as those who abstain from voting or fail to appear at the shareholders’ meeting.

This right of withdrawal and reimbursement arises if any of the following matters are decided upon at a shareholders’ meeting:

•creation of preferred shares or an increase in an existing class of preferred shares that is disproportionate to the other classes of preferred shares, unless already provided for or authorized by our bylaws (which is currently not the case);

•modification to the preference, privilege or conditions for redemption or amortization granted to one or more classes of preferred shares, or the creation of a new class of preferred shares with greater privileges than the existing classes of preferred shares. This provision does not apply to the Company's shareholders as the Company no longer has preferred shares;

•reduction of the mandatory dividend;

•consolidation or merger into another company;

•participation in a group of companies (grupo de sociedades), as defined by the Brazilian Corporations Law;

•a share merger (incorporação de ações) in which all shares of a company are incorporated into the equity of another company, making the former a wholly-owned subsidiary — in which case shareholders of both companies are entitled to appraisal rights (direito de recesso);

•changes to our corporate purpose; or

•a spin-off that results in: (i) a change to our corporate purpose (unless the spun-off company’s assets and liabilities are transferred to a company that has substantially the same corporate purpose); (ii) a reduction in any mandatory dividend; or (iii) any participation in a group of companies (grupo de sociedades), as defined by the Brazilian Corporations Law.

Appraisal rights also arises if a spin-off, merger or incorporation if the spun-off, merged or incorporated company is a publicly-held corporation and the resulting or surviving company fails to obtain registration as a publicly-held corporation and have its shares admitted to trading on a stock exchange within 120 days from the date of the shareholders' meeting that approved the transaction.

In the event that our shareholders approve any resolution for us to:

•consolidate or merge with another company;

•transfer all of our shares to another company, or acquire all shares of another company, so as to make either company a wholly-owned subsidiary of the other; or

•become part of a group of companies (grupo de sociedades), as defined by the Brazilian Corporations Law,

then dissenting shareholders will be entitled to appraisal rights only if, at the time of the shareholders' meeting approving such transaction, the shares of the relevant class do not meet the liquidity and dispersion thresholds established by the Brazilian Corporations Law and CVM regulations.

Under current law and CVM regulations: (i) shares are deemed to have liquidity if the relevant class or type of shares is included in a broad market index admitted to trading on a Brazilian stock exchange, as defined by the CVM — currently, the Ibovespa index; and (ii) shares are deemed to have dispersion if the controlling shareholder, the controlling company, or other companies under its control hold less than half of the shares of that class.

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The right of withdrawal expires 30 days after publication of the minutes of the shareholders’ meeting that approved the relevant event.

The Brazilian Corporations Law provides that, in order for appraisal rights to be exercised, the reimbursement amount may not be lower than the book value per share, calculated by reference to the latest balance sheet approved at a shareholders' meeting, unless the company's bylaws provide for reimbursement based on the economic value of the shares (to be determined through an appraisal). Our bylaws allow for such economic value to be used whenever it is lower than the book value per share. If more than 60 days have passed since the date of the last approved balance sheet, dissenting shareholders may request the preparation of a special balance sheet dated within such 60-day period, in which case the company will immediately pay 80% of the reimbursement amount and the balance within 120 days from the shareholders' meeting resolution.

Because our corporate purpose primarily consists of holding equity interests in companies engaged in air transportation, the sale of our controlling stake in ALAB could, depending on the circumstances, be characterized as a de facto change in our corporate purpose under Brazilian Corporations Law. If so characterized, such a transaction could trigger withdrawal rights (direito de recesso) for our dissenting shareholders, subject to the conditions and limitations set forth in Articles 136 and 137 of Brazilian Corporations Law.

Capital Increases and Preemptive Rights

Pursuant to our bylaws, we are authorized, by resolution of the board of directors, and as recommended by the Strategy Committee, to increase our share capital, without the need to amend the bylaws, up to an aggregate amount of R$30,000,000,000.00. Within such authorized capital limit, the board of directors shall determine the terms and conditions of each issuance, including the issue price and payment terms.

In addition, the grant of options to purchase shares under stock option plans does not give rise to preemptive rights.

Each of our shareholders has preemptive rights to subscribe for any new shares that increase our capital stock (and any warrants or other securities convertible into new shares) in direct proportion to the equity interest held by them. Preemptive rights may be exercised during a period, to be determined by the general shareholders’ meeting, of not less than 30 days following the publication of notice of the capital increase. If the capital increase applies in equal proportion to all existing types and classes of shares, each shareholder’s preemptive rights would apply only to the type and class of shares currently held by such shareholder. If, however, an exercise of preemptive rights would result in a change to the proportional composition of our capital stock, the preemptive rights may be exercised over the types and classes identical to those already held by the shareholders only. The preemptive rights may only extend to any other shares if necessary to ensure the shareholders receive the same proportion of our capital stock as they had prior to the increase in capital. If the shares being issued are of types and classes that are different from the existing shares, each shareholder may exercise preemptive rights (in proportion to the shares currently held) over all the types and classes of shares being issued.

Our bylaws provide that the preemptive rights may be excluded, or the deadline for exercise may be shortened, if we issue shares, debentures convertible into shares or subscription warrants through a public offering or a sale on a stock exchange, or by means of an exchange for shares in a public tender offer for acquisition of control.

In addition, preemptive rights do not apply to (i) shares issued within the authorized capital limits upon grant or exercise of stock options under stock option plans approved by the general shareholders’ meeting, or (ii) shares issued upon conversion of convertible debentures or exercise of warrants (bônus de subscrição), as shareholders are entitled to preemptive rights at the time of issuance of such securities.

Dividend Rights

Dividends are allocated and distributed in accordance with the Brazilian Corporations Law and our bylaws. For more information on dividend rights, see “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Dividend Policy.”

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Voting Rights

Each of our common shares entitles the holder to cast one vote at our shareholders’ meetings.

In addition, the Brazilian Corporations Law provides that the following rights of shareholders may not be altered either in the bylaws or by shareholders’ resolutions:

•the right of holders of common shares to vote at general shareholders’ meetings;

•the right to participate in the distribution of dividends (including interest paid on our capital);

•the right to share in the remaining assets of the company in the event of liquidation;

•the right to inspect and supervise the management of the company's business, as provided by law;

•preemptive rights to subscribe for shares, beneficial interests (partes beneficiárias) convertible into shares, convertible debentures and warrants (bônus de subscrição), subject to certain exceptions provided by law; and

•the withdrawal rights summarized above.

Rights other than these unalterable rights may be granted or excluded in the bylaws or by shareholders’ resolutions.

Shareholders’ Meetings

Our board of directors has the power to call shareholders’ meetings, but in certain circumstances such meetings may also be called by: (i) the fiscal council, when in operation, which may call the annual general meeting (assembleia geral ordinária) if management delays such call by more than one month, or an extraordinary general meeting (assembleia geral extraordinária) whenever serious or urgent matters arise; (ii) any shareholder, if management fails to call a meeting required by law or by our bylaws within 60 days; (iii) shareholders representing at least 1% of our capital stock, if management fails to respond to a duly substantiated request within 8 days; or (iv) shareholders representing at least 5% of the voting capital if management fails to respond within eight days to a request to call a meeting for the installation of the fiscal council.

Notice of shareholders’ meetings must be published at least three times in a newspaper of general circulation (currently Folha de São Paulo), pursuant to Law No. 13,818, dated as of April 24, 2019, in force since January 1, 2022, which waives publication in the official newspaper. For publicly-held companies, the first notice must be published at least 21 days in advance, and the second notice at least 8 days in advance.

For a summary of how a holder of ADSs may receive information regarding and attend shareholders’ meetings, see the section entitled “Item 12.D.—American Depositary Shares.”

Management Compensation

In accordance with the Brazilian Corporations Law and our bylaws, the general shareholders’ meeting establishes the overall annual compensation of our management, including the members of the board of directors, the Strategy Committee and the Board of Executive Officers, as well as that of the members of the Fiscal Council, if installed. The board of directors is then responsible for allocating the individual compensation among the members of such bodies within the overall limit approved by the shareholders, provided that the compensation of the members of the fiscal council, when installed, is determined by the general shareholders’ meeting that elects them and cannot be less than 10% of the average compensation paid to each executive officer (excluding benefits, representation allowances and profit sharing).

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In addition, the general shareholders’ meeting approves our share-based incentive plans for directors, officers and employees, as well as for those of our subsidiaries or individuals who provide services to us or our subsidiaries. The administration, organization and interpretation of the equity-based incentive plans approved by the general shareholders’ meeting — including the resolution of matters not expressly addressed therein or any disputes related thereto — as well as the approval of grants to directors, officers, employees and service providers under our long-term incentive plans or long-term incentive plans of our subsidiaries (subject to the terms and conditions approved by the general shareholders’ meeting), are within the exclusive authority of the Strategy Committee.

Anti-Takeover Provisions

Differently from companies incorporated under the laws of the State of Delaware, the majority of Brazilian publicly-held companies do not employ “poison pill” provisions to prevent hostile takeovers. As most Brazilian companies have clearly identified controlling shareholders, hostile takeovers are rare and thus no developed body of case law addresses the limits on the ability of management to prevent or deter potential hostile bidders.

Notwithstanding the foregoing, the Brazilian Corporations Law, Level 2 B3 rules and our bylaws require any party that acquires our control to extend a tender offer for common shares held by non-controlling shareholders at the same purchase price paid to the controlling shareholders.

In addition, as a result of with the governance changes adopted as part of the Voluntary Reorganization, any person, or group of persons, that, directly or indirectly, acquires a stake in excess of 20% of our outstanding common shares (the “Relevant Shareholding”), either through a single transaction or through successive transactions, must effect a tender offer for all of our outstanding common shares and instruments convertible to our common shares, under the terms of Article 38 of our bylaws. The price to be offered for our common shares in the tender offer will be, pursuant to Article 41 of our bylaws, the greater of (i) the highest price per share paid by the acquiring shareholder during the twelve months prior to the day when such shareholder reached the Relevant Shareholding Level, (ii) the highest trading price of our shares during the twenty-four months prior to the day when such shareholder reached the Relevant Shareholding Level, or (iii) the fair market value of our shares as determined by an independent first-tier appraiser, using a recognized methodology or based on other criteria that may be defined by the CVM.

Warrants

As part of the Voluntary Reorganization contemplated by the Plan, on February 19, 2026, our Board of Directors approved the issuance of the Warrants in three series, being: (i) the American Warrants; (ii) the GUC Warrants; and (iii) the Additional Investment Warrants. The Warrants will be issued around the date of this annual report, as described below.

In addition, as part of the Voluntary Reorganization, the Plan provided that the warrants (bônus de subscrição) approved by the board of directors on April 14, 2025 and issued by the Company on April 23, 2025 (the “April 2025 Warrants”) were discharged, cancelled, released, and extinguished as of the Effective Date, and the Plan further provided that holders of April 2025 Warrants shall not receive any distribution or retain any property on account of the April 2025 Warrants.

American Warrants

The American Warrants entitled American to subscribe for an aggregate of up to 4,775,816,307,051 common shares (or up to 8.7% of our common shares outstanding on the date of this annual report) for an aggregate exercise price of up to US$100 million, subject to the terms and conditions of the aforementioned agreements. The terms of the warrant agreement provide that American shall be mandatorily required to exercise the American Warrants within 15 business days upon receipt of the approval of the investment by CADE, subject to the terms and conditions of the warrant agreement. Following the expiry of the preemptive rights exercise period, around the date of this annual report, we will issue the relevant American Warrants to American and issue American Warrants to any existing shareholders that validly exercised their preemption rights to subscribe for American Warrants.

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GUC Warrants

The GUC Warrants entitle the GUC Trust to subscribe for 2.2% of our total outstanding common shares (or ADSs representing such common shares) on a fully-diluted basis as of the Effective Date (taking into account all common shares issued as part of the Voluntary Reorganization, including those issued through the Equitization Offering and the Equity Rights Offering, and any shares issued upon the exercise of preemptive rights under these offerings, but excluding shares issued under our MIP). The GUC Warrants are exercisable at any time during the five-year period following the Effective Date, with an exercise price equal to the Brazilian reais equivalent on the exercise date to US$0.0000694306713902942 per common share, such exercise price subject to certain adjustment events, payable in cash or, at the election of the GUC Trust, through a cashless exercise mechanism pursuant to which a portion of the underlying shares otherwise issuable upon exercise is withheld in satisfaction of the exercise price. Following the expiry of the preemptive rights exercise period, around the date of this annual report, we will issue the relevant GUC Warrants to the GUC Trust and issue GUC Warrants to any existing shareholders that validly exercised their preemption rights to subscribe for GUC Warrants.

Additional Investment Warrants

The Additional Investment Warrants shall entitle (i) United to subscribe for an aggregate of up to 716,372,446,058 common shares for an aggregate exercise price of US$15 million, and (ii) the Additional Investment Warrant Holders to subscribe for an aggregate of up to 477,581,630,701 common shares for an aggregate exercise price of US$10 million (which is equivalent to approximately US$0.00002094 per common share), in each case subject to the terms and conditions of the aforementioned warrant agreement. The Additional Investment Warrants shall be exercisable, in whole or in part, by United and the Additional Investment Warrant Holders during the exercise period which commences on the issue date and ends on the date that is one year from the date that the Additional Investment Warrants are issued by us. Following the expiry of the preemptive rights exercise period, around the date of this annual report, we will issue the relevant Additional Investment Warrants to United, issue the relevant Additional Investment Warrants to the Additional Investment Holders and issue Additional Investment Warrants to any existing shareholders that validly exercised their preemption rights to subscribe for Additional Investment Warrants.

General Terms of the Warrants

All the Warrants will be issued around the date of this annual report pursuant to, and are governed by warrant agreements entered into on February 19, 2026 (with respect to the GUC Warrants) and on February 17, 2026 (with respect to the Additional Investment Warrants and the American Warrants).

The GUC Warrants were issued in reliance on the exemption from registration under the Securities Act pursuant to Section 1145(a) of the U.S. Bankruptcy Code and applicable securities laws.

Any Warrants that are not exercised prior to the expiration of the respective exercise periods will automatically expire and be cancelled for no consideration and without any further rights thereunder, in accordance with the procedures of the Bookkeeping Agent and, if applicable, B3 and its custody systems.

Exercise requests must be submitted in writing to the Bookkeeping Agent or through the relevant custodian within B3, as applicable. The exercise price must be paid in Brazilian reais in accordance with the operational rules and procedures of the our bookkeeping agent (the “Bookkeeping Agent”) and B3.

Our board of directors will ratify, from time to time, the corresponding capital increases and the issuance of the new common shares resulting from the exercise of Warrants at meetings held (i) whenever a portion exceeding 15% of the total number of Warrants issued is exercised and (ii) at the end of the relevant exercise period. No such meeting will be held if no Warrants are exercised.

For all legal purposes, Warrants exercised during the applicable exercise period will be deemed converted into common shares on the date of the relevant ratification meeting of our board of directors (the “Conversion Date”). The new shares issued upon exercise will be credited to the relevant holder’s account within three business days following the Conversion Date.

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The new shares issued upon exercise of the Warrants will rank equally in all respects with our existing common shares and will confer the same rights, advantages and restrictions.

No fractional shares will be issued upon exercise of Warrants. If a holder would otherwise be entitled to receive a fractional share, the Company will issue only the largest whole number of shares issuable upon such exercise, and any fractional entitlement will be disregarded without any cash payment or other compensation.

The Warrants are subject to customary anti-dilution adjustments. In addition, in the event of certain events constituting a change of control under the applicable Warrants agreements, including mergers, consolidations or sales of all or substantially all of our assets that constitute a change of control, holders may be entitled, subject to the terms of the warrant agreement, to receive upon exercise the same form of consideration they would have received had the warrants been exercised immediately prior to such transaction.

Only with respect to the GUC Warrants: (i) if there is a change of control and the warrants are not assumed by a publicly traded successor entity, then holders may require the repurchase of the unexercised portion of the warrants based on a Black-Scholes valuation formula specified in the GUC Warrants Agreement; and (ii) this change-of-control protection applies only to transactions that are publicly announced within three years following the date of issuance of the GUC Warrants and consummated on or prior to the second anniversary of such public announcement.

The Warrants do not confer upon their holders any voting rights, dividend rights, or other rights of holders of our common shares unless and until such warrants are exercised. Prior to exercise, holders of the Warrants are not entitled to receive any distributions made to holders of common shares or ADSs.

Transfers of the Warrants are restricted. The GUC Warrants may only be transferred to certain permitted transferees, including, with respect to the GUC Warrants, the GUC Trust beneficiaries, Backstop Commitment Parties and their affiliates, with respect to the Additional Investment Warrants, to an affiliate of the transferring holder or to another holder or its affiliates, and, with respect of the American Warrants, to an affiliate of the transferring holder, or, in all cases, with our prior written consent, subject to compliance with applicable securities laws. Any transfer in violation of these restrictions is void and of no effect.

We are obligated under the warrant agreement to reserve a sufficient number of authorized but unissued common shares to permit the full exercise of all outstanding Warrants during the relevant exercise periods.

Under Brazilian law, our shareholders have preemptive rights pursuant to Article 171, §3 of the Brazilian Corporations Law to subscribe for warrants issued by the Company, which may be exercised within 30 days from the applicable notice.

The Warrants are issued in registered book-entry form and are maintained in deposit accounts in the name of their respective holders by the Bookkeeping Agent. No physical certificates are issued. Ownership is evidenced by account statements issued by the Bookkeeping Agent or, if the Warrants are held in custody through B3, by the applicable custodian statement issued through B3.

We intend to request the applicable registration for trading of the Warrants on B3 in the special listing segment governed by the Level 2 Regulation, subject to compliance with applicable B3 rules and procedures.

The Warrants are governed by the laws of Brazil, and their terms and conditions were approved at the same board meeting that authorized their issuance.

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Principal Differences between Brazilian and U.S. Corporate Governance Practices

As a result of our Voluntary Reorganization, on May 25, 2025, the NYSE notified the SEC of its intention to remove our ADSs from listing and registration on the NYSE, which delisting came into effect at the opening of business on June 10, 2025. We currently expect to seek a listing of our issued and outstanding common shares and ADSs on NYSE American, and currently expect our ADSs to commence trading on NYSE American shortly after the effectiveness of the Second Reverse Share Split, which is currently expected to occur on or around April 20, 2026, subject to approval by NYSE American and the satisfaction of applicable listing requirements. We further expect to apply to uplist our common shares and ADSs to the NYSE once the applicable NYSE listing requirements are satisfied. See “Item 9. Offering and Listing Details.”

If our ADSs are relisted on NYSE American and, thereafter, listed on the NYSE, we would become subject to the applicable corporate governance listing standards of NYSE American and, following any uplisting, the NYSE. As a foreign private issuer, the standards applicable to us are considerably different from the standards applicable to U.S. listed companies. Under NYSE American and NYSE rules applicable to foreign private issuers, we would generally be permitted to follow Brazilian home country practice in lieu of most corporate governance requirements, except that we would still be required to:

•have an audit committee that meets certain requirements, pursuant to an exemption available to foreign private issuers, as discussed below;

•provide prompt certification by our chief executive officer of any material non-compliance with any corporate governance rules; and

•submit annual and interim written affirmations regarding compliance with the applicable NYSE American corporate governance requirements and, following any uplisting to NYSE, provide a brief description of the significant differences between our corporate governance practices and the NYSE corporate governance practice required to be followed by U.S. listed companies.

A summary of the significant differences between our corporate governance practices and those required of U.S. listed companies on the NYSE is included below and a table comparing our governance practices against the NYSE standard is included under “Item 16.G. Corporate Governance.”

Majority of Independent Directors

NYSE American and NYSE rules require that a majority of the board must consist of independent directors. Independence is defined by various criteria, including, for both NYSE American and NYSE, the affirmative determination of the board of directors of the absence of a material relationship between a director and the listed company. Under the listing standards of Level 2 segment of the B3, our board of directors must have at least five members, at least 20% of which must be independent. Also, the Brazilian Corporations Law and the CVM have established rules that require directors to meet certain qualification requirements and that address the compensation and duties and responsibilities of, as well as the restrictions applicable to, a company’s executive officers and directors. While our directors meet the qualification requirements of the Brazilian Corporations Law and the CVM, we cannot guarantee that a majority of our directors would be considered independent under the rules of NYSE American and NYSE, as the case may be. The Brazilian Corporations Law requires that our directors be elected by our shareholders at a shareholders’ meeting.

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Executive Sessions

The rules require directors who are not members of management to meet periodically in executive sessions without management present, at least on an annual basis, for NYSE American, or on a regularly scheduled basis, for NYSE. There is no equivalent requirement under NYSE American rules. The Brazilian Corporations Law does not have a similar provision. According to the Brazilian Corporations Law, up to one-third of the members of the board of directors can be elected to officer positions. Our Chairman, David Gary Neeleman, is a member of our board of directors. As a result, the non-management directors on our board do not typically meet in executive session.

Nominating Committee, Corporate Governance Committee and Compensation Committee

The NYSE American and NYSE rules require that the nomination of directors and the determination of executive compensation be overseen by independent directors. Under the NYSE rules, listed companies must have a nominating/corporate governance committee and a compensation committee composed entirely of independent directors and governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities. Under NYSE American rules, these functions may be performed either by committees composed solely of independent directors or by a majority of the independent directors acting as a group.

The responsibilities of the nominating/corporate governance committee under the NYSE rules include, among other things, identifying and selecting qualified board member nominees and developing a set of corporate governance principles applicable to the company. The responsibilities of the compensation committee, in turn, include, among other things, reviewing corporate goals relevant to the chief executive officer’s compensation, evaluating the chief executive officer’s performance, approving the chief executive officer’s compensation levels and recommending to the board compensation of other executive officers, incentive compensation and equity-based plans. NYSE American rules do not specify responsibilities of the nominating/corporate governance committee.

We are not required under the Brazilian Corporations Law to have a nominating committee, corporate governance committee and compensation committee. Aggregate compensation for our directors and executive officers is established by our common shareholders at annual shareholders’ meetings, and our directors at board of directors’ meeting are required to determine the allocation of the aggregate compensation among their members and the officers.

Audit Committee and Audit Committee Additional Requirements

The NYSE American and NYSE rules require that listed companies have an audit committee that:

•is composed of a minimum of three independent directors who are all financially literate;

•meets the SEC rules regarding audit committees for listed companies;

•has at least one member who has accounting or financial management expertise, and

•is governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities.

Foreign private issuers may follow home-country corporate practices in lieu of these requirements, provided that they have an audit committee that complies with the requirements of Rule 10A-3 under the Exchange Act, including responsibility for the appointment, compensation and oversight of the independent auditor, procedures for the receipt and treatment of complaints regarding accounting or auditing matters, authority to engage independent advisers, and appropriate funding for the committee.

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Shareholder Approval of Equity Compensation Plans

NYSE American and NYSE rules require that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans (which may be approved for an undefined period), with limited exceptions. Under the Brazilian Corporations Law, all stock option plans must be submitted for approval by the holders of our common shares. In addition, any issuance of new shares that exceeds our authorized share capital is subject to approval by holders of our common shares at a shareholders’ meeting.

Corporate Governance Guidelines

The NYSE rules require that listed companies adopt and disclose corporate governance guidelines. NYSE American rules do not impose an equivalent requirement, but do require listed companies to provide annual and interim affirmations regarding compliance with applicable corporate governance requirements. We comply with the corporate governance guidelines under applicable Brazilian law and the Level 2 segment of the B3. We believe the corporate governance guidelines applicable to us under Brazilian law are consistent with NYSE American and NYSE guidelines. We have adopted and observe the Policy of Material Fact Disclosure, which deals with the public disclosure of all relevant information as per CVM’s Resolution n. 44 guidelines (which replaces CVM Instruction n. 358), and the Policy on Trading of Securities, which requires management to disclose all transactions relating to our securities, and which is required under Level 2 segment of the B3.

Code of (Business) Conduct and Ethics

NYSE American rules require listed companies to adopt and publicly disclose a code of conduct and ethics, and the New York Stock Exchange rules require listed companies to adopt and disclose a code of business conduct and ethics, in each case applicable to directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. Level 2 segment of the B3 has a similar requirement.

We adopted a code of business conduct and ethics in May 2009, which regulates the conduct of our managers in connection with the disclosure and control of financial and accounting information and their access to privileged and non-public information. Our code of business conduct and ethics complies with the requirements of the Sarbanes-Oxley Act of 2002, the NYSE rules and Level 2 segment of the B3 rules.

Internal Audit Function

The NYSE rules require that listed companies maintain an internal audit function to provide management and the audit committee with ongoing assessments of the company’s risk management processes and system of internal control. The NYSE American rules do not impose an equivalent requirement.

Our internal auditing department works independently to conduct methodologically structured examinations, analysis, surveys and fact finding to evaluate the integrity, adequacy, effectiveness, efficiency and economy of the information systems processes and internal controls related to our risk management. The internal auditing department reports continually to our board of directors and Audit Committee and its activities are directly supervised by our Audit Committee, which acts under our board of directors, and is monitored by our audit and operational risk management superior committee. In carrying out its duties, the internal auditing department has access to all documents, records, systems, locations and people involved with the activities under review.

C.Material Contracts

Our material contracts that are directly related to our operating activities include contracts relating to debt and equity financing transactions, aircraft leases, fuel supply and other commercial agreements as well as contracts relating to our concession to operate as a commercial airline. We do not have any material contracts that are not related to our operating activities.

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D.Exchange Controls

Individuals or legal entities domiciled outside Brazil may own our stock through (i) ADSs negotiated in a U.S. over-the-counter market, (ii) investments in the Brazilian securities market (B3) under the foreign portfolio investment regime (“FPI”), or (ii) direct investments in our stock under the foreign direct investment regime (“FDI”).

In case of investments made through ADSs, the ADS holders benefit from the electronic certificate of foreign capital registration obtained in Brazil by the custodian of the common shares underlying the ADSs, which permits the depositary to convert dividends and other distributions with respect to the common shares underlying the ADSs into foreign currency and remit the proceeds abroad. No registration by the ADS holder with the Brazilian Central Bank is required.

In case of investments in our common shares in the Brazilian market (B3) through the FPI regime, to convert dividend payments and proceeds from the sale of our shares in the Brazilian market into foreign currency and to remit such amounts abroad is subject to compliance with requirements of Brazilian foreign investment and foreign currency legislation. This legislation generally requires, among other things, evidence that establishes the legality, the legitimacy and the economic validity of the exchange operation and that the relevant investment was reported to the Brazilian Central Bank and the CVM, as applicable.

In case our common shares are invested directly in Brazil through the FDI Regime, such investment shall be reported to the Central Bank as a foreign direct investment through the SCE-IED when the transaction exceeds US$100,000. SCE-IED for investments over US$100,000 enables non-resident investors to hold stocks, although it limits the ability of the investor to negotiate such stocks in the Brazilian stock market.

Brazilian Central Bank Resolution No. 278 establishes the applicable rules regarding foreign direct investments (FDI) and granting of loans to foreign investors, as well procedures related to reporting requirements to the Brazilian Central Bank of said transactions.

The ADS program was approved under the former Annex V Regulations by the Central Bank and the CVM prior to the issuance of the ADSs. Accordingly, the proceeds from the sale of ADSs by ADR holders outside Brazil are not subject to Brazilian foreign investment controls, and holders of the ADSs are entitled to favorable tax treatment under certain circumstances. See “Item 10.E. Taxation—Brazilian Tax Considerations.”

E.Taxation

The following discussion contains a description of the material Brazilian and U.S. federal income tax considerations of the acquisition, ownership and disposition of our common shares, including in the form of ADSs, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to the acquisition, ownership and disposition of our common shares, including in the form of ADSs. The summary is based upon the tax laws of Brazil and regulations thereunder and on the tax laws of the United States and regulations thereunder as currently in effect, which are subject to change, possibly with retroactive effect, and to differing interpretations.

There is at present no income tax treaty between Brazil and the United States. No assurance can be given, however, as to whether or when a treaty will enter into force or how it will affect the U.S. Holders (as defined below) of common shares, including in the form of ADSs. Prospective holders of common shares, including in the form of ADSs, should consult their own tax advisors as to the tax consequences of the acquisition, ownership and disposition of common shares, including in the form of ADSs, in their particular circumstances.

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Brazilian Tax Considerations

The following discussion summarizes the main Brazilian tax consequences of the acquisition, ownership and disposition of common shares or ADSs by a holder that is not domiciled in Brazil for purposes of Brazilian taxation, or a “Non-Resident Holder.” This discussion is based on Brazilian law as currently in effect, which is subject to change, possibly with retroactive effect, and to differing interpretations. Any change in such law may alter the consequences described below.

The tax consequences described below do not take into account the effects of any tax treaties or reciprocity of tax treatment entered into by Brazil and other countries. The discussion also does not address any tax consequences under the tax laws of any state or locality of Brazil.

The description below is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, exchange, ownership and disposition of our common shares or ADSs. Prospective purchasers are advised to consult their own tax advisors with respect to an investment in our common shares or ADSs in light of their particular investment circumstances.

Income Tax

Dividends

As of 2026, dividends paid by a Brazilian company, such as ourselves, to a Non-Resident Holder are subject to withholding income tax, or WTH, in Brazil, at a 10% rate, pursuant to Law No. 15,720/25.

If the sum of (i) the effective corporate income taxes (IRPJ and CSLL) rates applicable to the legal entity paying the dividends and (ii) the withholding tax rate levied on the dividends paid to the Non-Resident Holder exceed the nominal corporate income taxes rate applicable to the legal entity paying the dividends, the Non-Resident Holder may be entitled to a tax credit.

This tax credit is calculated by multiplying (a) the amount of dividends distributed by (b) the difference between the effective corporate income tax rates and the nominal corporate income tax rate applicable to the company paying the dividends. The procedures for claiming this tax credit are still pending regulation by the executive branch of the Brazilian federal government.

Interest on Shareholders’ Equity

Law No. 9,249, dated December 26, 1995, as amended, allows a Brazilian corporation, such as ourselves, to make distributions to shareholders of interest on shareholder’s equity and treat those payments as a deductible expense for purposes of calculating Brazilian corporate income tax and social contribution on net profits, both of which are taxes levied on our profits, as far as the limits described below are observed. These distributions may be paid in cash. For tax purposes, this interest on shareholder’s’ equity calculated by multiplying the Long Term Interest Rate (“TJLP”), as determined by the Central Bank from time to time, by the sum of determined Brazilian company’s net equity accounts, and the amount of the deduction may not exceed the greater of:

•50.0% of the net profits (after the social contribution on net profits and before taking into account the provision for corporate income tax and the amounts attributable to shareholders as interest on shareholders’ equity) related to the period in respect of which the payment is made; and

•50.0% of the sum of retained profits and profit reserves as of the date of the beginning of the period in respect of which the payment is made.

Payment of interest on shareholders’ equity to a Non-Resident Holder is subject to withholding income tax at the rate of 17.5%, or 25.0% in case of a resident of a Favorable Tax Jurisdiction (as defined below). These payments may be included, at their net value, as part of any mandatory dividend. The distribution of interest on shareholders’ equity may be determined by our board of directors. To the extent payment of interest on shareholders’ equity is so included, the corporation is required to distribute to shareholders an additional amount to ensure that the net amount received by them, after payment of the applicable Brazilian withholding income tax, plus the amount of declared dividends is at least equal to the mandatory dividend.

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Distributions of interest on shareholders’ equity to Non-Resident Holders may be converted into U.S. dollars and remitted outside Brazil, subject to applicable exchange controls, to the extent that the investment is registered with the Central Bank.

Assurance cannot be given that our board of directors will not recommend that future distributions of income should be made by means of interest on shareholders’ equity instead of dividends.

Favorable Tax Jurisdictions and Privileged Tax Regimes

Under Brazilian tax law, a “Favorable Tax Jurisdiction” is defined as a country or a jurisdiction that: (i) does not impose any tax on income; (ii) imposes income tax at a maximum rate lower than 17%; or (iii) imposes restrictions on the disclosure of ownership composition or securities ownership or does not allow for the identification of the beneficial owners of the earnings that are attributed to non-residents. Pursuant to Law No. 15,079, dated December 27, 2024, the classification of a Favorable Tax Jurisdiction due to income taxation below the 17% threshold may be exceptionally waived for countries that promote national development through investments in Brazil, as further regulated by the executive branch.

Brazilian tax legislation provides for a concept of a Privileged Tax Regime, which is broader than the concept of Favorable Tax Jurisdiction. Pursuant to Law No. 11,727, June 23, 2008, as amended, a Privileged Tax Regime it is a regime that (i) does not tax income or taxes it at a maximum rate lower than 17%; (ii) grants tax advantages to a non-resident entity or individual (a) without the need to carry out a substantial economic activity in the country or a said territory or (b) conditioned upon the non-exercise of a substantial economic activity in the country or a said territory; (iii) does not tax or taxes proceeds generated abroad at a maximum rate lower than 17%; or (iv) does not allow access to information related to the shareholding composition, ownership of assets and ownership rights or restrict disclosure about economic transactions carried out within its territory.

Normative Ruling No. 1,037, dated June 4, 2010, as amended, provides a list of the Favorable Tax Jurisdictions and PTRs, which is periodically updated to include and exclude countries, locations and tax regimes. Our interpretation is that Normative Ruling No. 1,037/10 represents an exhaustive list of the Favorable Tax Jurisdictions and PTRs to be considered for Brazilian tax purposes.

Although we believe that the best interpretation of the current tax legislation could lead to the conclusion that the concept of PTR should apply solely for purposes of Brazilian transfer pricing and thin capitalization rules, we cannot assure whether subsequent legislation or interpretations by the Brazilian tax authorities regarding the definition of a Privileged Tax Regime provided by Law No. 11,727 will also apply for purposes of the imposition of Brazilian withholding income tax on payments of interest to a Non-Resident Holder. Currently, the understanding of the Brazilian tax authorities is that only payments to countries deemed Favorable Tax Jurisdictions by Normative Ruling No. 1,037 would be subject to withholding tax at a 25% rate. In any case, if Brazilian tax authorities determine that payments made to a Non-Resident Holder under a PTR are subject to the same rules applicable to payments made to Non-Resident Holders located in a Favorable Tax Jurisdiction, the withholding income tax applicable to such payments could be assessed at a rate up to 25%.

We recommend that prospective investors consult their own tax advisors from time to time to verify any possible tax consequences arising of Normative Ruling No. 1,037, as amended, and Law No. 11,727.

Taxation of Gains

According to Law no. 10,833/03, the capital gains realized by a Non-Resident Holder arising from the sale or disposition of assets located in Brazil, such as our common shares, are subject to withholding income tax in Brazil, regardless of whether the sale or disposition is made by a Non-Resident Holder to another non-resident of Brazil or to a Brazilian resident.

As a rule, capital gains correspond to the positive difference between the amount realized on the sale or disposition and the respective acquisition costs of the common shares.

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Under Brazilian law, income tax on such gains can vary depending on the domicile of the Non-Resident Holder, the type of registration of the investment by the Non-Resident Holder with the Central Bank and how the disposition is carried out, as described below.

Capital gains realized by Non-Resident Holders on a sale or disposition of shares carried out on the B3 (including the organized over-the-counter market) are:

•exempt from income tax when realized by a Non-Resident Holder that (1) has registered its investment in Brazil with the Central Bank under the rules of Joint Resolution 13, or a Portfolio Holder, and (2) is not resident or domiciled in a Favorable Tax Jurisdiction (as described above); and

•subject to income tax at a rate of up to 25% in any other case, including gains earned by a Non-Resident Holders that has registered its investment in Brazil with the Central Bank under the rules of Joint Resolution 13 and is resident or domiciled in a Favorable Tax Jurisdiction (as described above). In these cases, a withholding income tax of 0.005% of the sale value will be applicable and can be later offset with the eventual income tax due on the capital gain. This 0.005% withholding income tax is not levied on day trade transactions, which are subject to a rate of 1%.

Any other gains assessed on a disposition of common shares that is not carried out on a Brazilian stock exchange are subject to withholding income tax at a rate of up to 25%. If the capital gains are related to transactions conducted on the Brazilian non-organized over-the-counter market with intermediation of a financial institution the withholding income tax of 0.005% will apply and shall be withheld by the intermediary institution (i.e., a broker) that receives the order directly from the Non-Resident Holder, which can be offset against the eventual income tax due on the capital gain. This 0.005% withholding income tax is not levied on day trade transactions, which, as a rule, are subject to a rate of 1%. Such withholding does not apply to a Portfolio Holder that is not resident or domiciled in a Favorable Tax Jurisdiction.

In the case of redemption of shares or capital reduction by a Brazilian corporation, such as ourselves, the positive difference between the amount effectively received by the Non-Resident Holder and the proportional acquisition cost of the common shares redeemed is treated, for tax purposes, as capital gains derived from sale or exchange of shares that is not carried out on a Brazilian stock exchange market and subject to the same treatment described above.

Any exercise of preemptive rights relating to our common shares will not be subject to Brazilian withholding income tax. Any gains realized by a Non-Resident Holder on the sale, disposition or assignment of preemptive rights relating to our common shares will be subject to Brazilian income tax according to the same rules applicable to disposition of our shares (see above). Tax authorities may attempt to tax such gains even when sale or assignment of such rights takes place outside Brazil, based on the provisions of Law no. 10,833/03.

There can be no assurance that the current favorable treatment of Portfolio Holders will continue in the future.

Sales of ADSs

Arguably, the gains realized by a Non-Resident Holder on the disposition of ADSs to another non-Brazilian resident are not subject to Brazilian tax, based on the argument that the ADSs would not constitute assets located in Brazil for purposes of Law No. 10,833/2003. However, we cannot assure you how Brazilian courts would interpret the definition of assets located in Brazil in connection with the taxation of gains realized by a Non-Resident Holder on the disposition of ADSs to another non-Brazilian resident. As a result, gains on a disposition of ADSs by a Non-Resident Holder to Brazilian resident, or even to a Non-Resident Holder in the event that courts determine that the ADSs would constitute assets located in Brazil, may be subject to income tax in Brazil according to the rules described above.

Gains on the exchange of ADSs for shares

Non-Resident Holders may exchange ADSs for the underlying shares, sell the shares on a Brazilian stock exchange and remit abroad the proceeds of the sale. As a rule, the exchange of ADSs for shares is not subject to income taxation in Brazil.

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Upon receipt of the underlying shares in exchange for ADSs, Non-Resident Holders may also elect to register with the Central Bank the U.S. dollar value of such shares as a foreign portfolio investment under Joint Resolution 13, which will entitle them to the tax treatment referred above on the future sale of the shares.

Alternatively, the Non-Resident Holder is also entitled to register with the Central Bank the U.S. dollar value of such shares as a foreign direct investment under Law No. 14,286/2021, in which case the respective sale would be subject to the tax treatment applicable to transactions carried out of by a Non-Resident Holder that is not a Portfolio Holder.

Gains on the exchange of shares for ADSs

The deposit of shares in exchange for the ADSs by a Non-Resident Holder may be subject to Brazilian withholding income tax on capital gains if the acquisition cost is lower than the shares price verified on the exchange date. The capital gains ascertained by the Non-Resident Holder, in this case, should be subject to taxation at rates up to 25%, depending on the on the domicile of the Non-Resident Holder. Tax authorities have taken the position that the deposit of shares in exchange of ADS is considered a disposal event for tax purposes, which may trigger the levy of income tax on such gain (Cost Ruling no. 292/24).

Tax on Foreign Exchange and Financial Transactions

Foreign Exchange Transactions

Pursuant to Decree No. 6,306, dated December 14, 2007, as amended, the conversion of Brazilian currency into foreign currency and the conversion of foreign currency into Brazilian currency should be subject to the Tax on Foreign Exchange Transactions or IOF/Exchange. For most exchange transactions regarding the inflow of funds, the rate of IOF/Exchange is 0.38%, whereas for the outflow of funds, the general applicable rate is 3.5%. However, foreign currency exchange transactions related to the inflow of funds and outflow of funds into and out of Brazil in connection with investments carried out by a foreign investor (including a Non-Resident Holder, as applicable) for investment in the Brazilian financial and capital markets, including payments of dividends and interest on shareholders’ equity and the repatriation of funds invested in the Brazilian market are subject to IOF/Exchange tax at a zero percent rate. Furthermore, the IOF/Exchange is currently levied at a 0% rate on the withdrawal of ADSs into shares.

The Brazilian government is permitted to increase the IOF/Exchange rate at any time to a maximum of 25%, but only in relation to future transactions. However, any increase in rates may only apply to future foreign exchange transactions.

Tax on Transactions involving Bonds and Securities

Brazilian law imposes a Tax on Transactions Involving Bonds and Securities, or “IOF/Securities,” on transactions involving bonds and securities, including those carried out on a Brazilian stock exchange. The rate of IOF/Securities applicable to transactions involving the transfer of shares traded on the B3 with the purpose of the issuance of depositary receipts to be traded outside Brazil is currently zero, although the Brazilian government may increase such rate at any time up to 1.5% of the transaction amount per day, but only in respect of future transactions.

Other Brazilian Taxes

There are no Brazilian federal inheritance, gift or succession taxes applicable on the ownership, transfer or disposition of shares by individuals or entities not domiciled in Brazil. Gift and inheritance taxes, however, may be levied by some states in Brazil on gifts made or inheritances bestowed by individuals or entities not resident or domiciled in Brazil or in the relevant state to individuals or entities that are resident or domiciled within such state in Brazil. There are no Brazilian stamp, issue, registration, or similar taxes payable by holders of shares, or shares comprised of shares.

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Material U.S. Federal Income Tax Considerations

The following discussion is a summary of the material U.S. federal income tax considerations generally applicable to the acquisition, ownership and disposition of common shares, including in the form of ADSs. This discussion deals only with U.S. Holders (as defined below) that purchase the common shares, including in the form of ADSs, for cash and that hold common shares, including in the form of ADSs, as capital assets (generally, property held for investment). This discussion does not purport to address all of the tax considerations that may be relevant to U.S. Holders based upon their particular circumstances and may not apply to certain types of investors subject to special treatment under the U.S. federal income tax laws (such as banks or other financial institutions, insurance companies, regulated investment companies, real estate investment trusts, corporations, partnerships or other entities or arrangements classified as partnerships or other pass-through entities or arrangements for U.S. federal income tax purposes or investors in such entities or arrangements, “passive foreign investment companies,” “controlled foreign corporations,” corporations that accumulate earnings to avoid U.S. federal income tax, investors liable for alternative minimum taxes, expatriates and former long-term residents of the United States, individual retirement accounts and other tax-deferred accounts, tax-exempt or governmental organizations, dealers or brokers in securities or currencies, investors that hold common shares, including in the form of ADSs, as part of a straddle, hedging, constructive sale, conversion, wash sale or other integrated transaction for U.S. federal income tax purposes, a person that actually or constructively owns 10% or more of the total combined voting power or value in our stock, traders in securities that have elected the mark-to-market method of accounting for their securities, persons whose functional currency is not the U.S. dollar, persons who file applicable financial statements required to recognize income when associated revenue is reflected on such financial statements, persons owning common shares, including in the form of ADSs, in connection with a trade or business outside the United States, or persons who received their shares through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan).

The discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, its legislative history, existing and proposed U.S. Treasury regulations thereunder, published rulings and court decisions, and all of which are subject to change at any time, perhaps with retroactive effect.

No assurance can be given that the U.S. Internal Revenue Service, or the IRS, will agree with the views expressed in this discussion, or that a court will not sustain any challenge by the IRS in the event of litigation. This discussion does not include any description of the tax laws of any state, local, municipal or non-U.S. government that may be applicable to a particular investor and does not consider the Medicare tax on net investment income or any aspects of U.S. federal tax law other than income taxation.

As used herein, the term “U.S. Holder” means a beneficial owner of a common share, including in the form of an ADS, that is, for U.S. federal income tax purposes: (a) an individual who is a citizen or resident of the United States; (b) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (d) a trust (i) if a court within the United States can exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of the substantial decisions of that trust or (ii) that was in existence on August 20, 1996, and validly elected under applicable U.S. Treasury regulations to continue to be treated as a domestic trust. If a partnership or an entity or an arrangement that is treated as a partnership for U.S. federal income tax purposes holds common shares, including in the form of ADSs, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. Partnerships and partners in partnerships that hold common shares, including in the form of ADSs, are encouraged to consult their own tax advisors.

This discussion is for informational purposes only and is not tax advice. Persons considering the acquisition of common shares, including in the form of ADSs, are encouraged to consult their own tax advisors regarding the specific U.S. federal, state, local and foreign income and other tax considerations to them of the acquisition, ownership and disposition of the common shares, including in the form of ADSs, in light of their particular circumstances.

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Azul ADSs

In general, for U.S. federal income tax purposes, U.S. Holders who own ADSs will be treated as the beneficial owners of the common shares represented by those ADSs. Accordingly, the surrender of ADSs in exchange for common shares (or vice versa) will not result in the realization of gain or loss for U.S. federal income tax purposes. The rest of this discussion assumes that a holder of an ADS will be treated for U.S. federal income tax purposes as directly holding the underlying common shares. The U.S. Treasury Department has expressed concern that depositaries for ADSs, or other intermediaries between the holder of an ADS and the issuer of the shares underlying the ADS, may be taking actions that are inconsistent with the claiming of U.S. foreign tax credits by U.S. Holders of such ADSs. These actions would also be inconsistent with the beneficial ownership of the underlying shares. Accordingly, the credibility of foreign taxes and the availability of the reduced tax rate for “qualified dividend income” described below could be affected by actions taken by intermediaries in the chain of ownership between the U.S. Holder of an ADS and Azul.

Distributions on Common Shares, Including in the Form of ADSs

Subject to the discussion below under “Passive Foreign Investment Company Considerations,” the gross amount of distributions with respect to common shares, including in the form of ADSs, (including any distributions paid in the form of interest on shareholders’ equity for Brazilian tax purposes and the amount of any Brazilian taxes withheld on any such distribution, if any) will constitute ordinary dividend income to the extent of our current and accumulated earnings and profits (as determined for U.S. federal income tax purposes). Dividends generally will be includible in a U.S. Holder’s gross income on the day on which the dividends are actually or constructively received by the depositary in the case of a U.S. Holder of ADSs, or by the U.S. Holder in the case of a U.S. Holder of common shares, not in the form of ADSs. Any distributions in excess of such earnings and profits will constitute a nontaxable return of capital and reduce a U.S. Holder’s tax basis (but not below zero) in such common shares or ADSs. To the extent such distributions exceed a U.S. Holder’s tax basis in its common shares or ADSs, such excess will constitute capital gain and generally will be treated as described below under “Sale or Other Taxable Disposition of Common Shares, Including in the Form of ADSs.” Because we do not intend to maintain calculations of our earnings and profits on the basis of U.S. federal income tax principles, U.S. Holders should expect that any distribution paid generally will be reported to them as a dividend.

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Distributions treated as dividends on common shares, including in the form of ADSs, will not be eligible for the dividends received deduction allowed to U.S. corporations in respect of dividends received from other U.S. corporations under the Code. Distributions treated as dividends on common shares, including in the form of ADSs, that are received by a non-corporate U.S. Holder (including an individual) could qualify for a reduced maximum tax rate if we are treated as a “qualified foreign corporation” and certain holding period and other requirements are met. For this purpose, a “qualified foreign corporation” means a foreign corporation provided that: (i) the corporation was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid, a passive foreign investment company (as discussed below under “Passive Foreign Investment Company Considerations”), (ii) certain holding period requirements are met and (iii) either (A) the corporation is eligible for the benefits of a comprehensive income tax treaty with the United States that the IRS has approved for the purposes of the qualified dividend rules or (B) the stock with respect to which such dividend was paid is readily tradable on an established securities market in the United States. Our common shares are not currently listed on an established securities market in the United States and our ADSs have been delisted from the NYSE. Additionally, we are not currently eligible for the benefits of a comprehensive income tax treaty with the United States that the IRS has approved for the purposes of the qualified dividend rules. Therefore, any dividends that we pay are not currently eligible for this reduced maximum tax rate. As described under “Item 9A. The Offer and Listing—Offering and Listing Details” we intend to seek a listing of our ADSs on NYSE American and thereafter to seek an uplisting to list our ADSs on the NYSE, in each case, as soon as possible following satisfaction of the relevant requirements and conditions to listing. If our application is approved and our ADSs are listed on NYSE American or the NYSE, our ADSs will thereafter be considered to be readily traded on an established securities market in the United States upon such listing. Based on existing guidance, even if our ADSs are listed on NYSE American or the NYSE, it is not entirely clear whether dividends received with respect to our common shares not represented by ADSs will be treated as qualified dividend income because our common shares themselves will not be listed on a U.S. exchange. There can be no assurance that our ADSs will be listed on NYSE American or the NYSE, or if any such listing is obtained, that our ADSs will continue to be listed thereon. U.S. Holders are encouraged to consult their tax advisors regarding the application of all of the foregoing rules.

A U.S. Holder may be entitled, subject to a number of complex limitations and conditions (including a minimum holding period requirement), to claim a U.S. foreign tax credit in respect of Brazilian income taxes, if any, withheld on dividends received in respect of the common shares, including those in the form of ADSs. A U.S. Holder who does not elect to claim a credit for any foreign income taxes paid during the taxable year may instead claim a deduction in respect of such income taxes provided the U.S. Holder elects to deduct (rather than credit) all foreign income taxes for that year. Dividends received in respect of common shares, including in the form of ADSs, generally will be treated as foreign-source income, subject to various exceptions, and generally will be treated as passive category income for most U.S. Holders for purposes of the U.S. foreign tax credit limitation. However, for any period in which we are treated as a “United States-owned foreign corporation,” a portion of any dividends paid by us during such period may be treated as U.S. source solely for purposes of the U.S. foreign tax credit. We would be treated as a United States-owned foreign corporation if 50% or more of the total value or total voting power of our shares is owned, directly, indirectly or by attribution, by United States persons. To the extent any portion of our dividends is treated as U.S.-source income pursuant to this rule, the ability of a U.S. Holder to claim a U.S. foreign tax credit for any Brazilian withholding taxes payable in respect of our dividends may be limited. Further, U.S. Treasury regulations finalized in January 2022, or the Foreign Tax Credit Regulations, have imposed additional requirements that must be met for a Brazilian or other foreign tax to be creditable (including requirements that a “covered withholding tax” be imposed on nonresidents in lieu of a generally applicable tax that satisfies the regulatory definition of an “income tax,” which may be unclear or difficult to determine), and these requirements may further restrict a U.S. Holder’s ability to benefit from the U.S. foreign tax credit for Brazilian withholding taxes. The IRS released Notice 2023-55 and Notice 2023-80 (together, referred to in this discussion as the Notices), which indicate that the U.S. Treasury Department and the IRS are considering amendments to the Foreign Tax Credit Regulations and also provide temporary relief from certain provisions of the Foreign Tax Credit Regulations for taxable years ending before the date of issuance of a notice or other guidance that withdraws or modifies the relief provided by the Notices (or any later date specified in the relevant notice or other guidance). In order to qualify for the relief provided by the Notices, a U.S. Holder is required to apply the Notices consistently to all foreign taxes paid during the relevant taxable year. The rules relating to computing U.S. foreign tax credits or deducting foreign taxes are extremely complex, and U.S. Holders are encouraged to consult their own tax advisors regarding the availability of U.S. foreign tax credits in their particular circumstances.

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Dividends paid in reais (including the amount of any Brazilian taxes withheld therefrom, if any) will be includible in a U.S. Holder’s gross income in a U.S. dollar amount calculated by reference to the spot rate of exchange in effect on the day the reais are actually or constructively received by the depositary, in the case of a U.S. Holder of ADSs, or by the U.S. Holder in the case of a U.S. Holder of common shares not in the form of ADSs, regardless of whether the dividends are converted into U.S. dollars. If the reais are converted to U.S. dollars on the date of such receipt, a U.S. Holder generally will not recognize a foreign currency gain or loss. However, if the U.S. Holder converts the reais into U.S. dollars on a later date, the U.S. Holder must include in gross income any gain or loss resulting from any exchange rate fluctuations. The gain or loss will be equal to the difference between (i) the U.S. dollar value of the amount included in income when the dividend was received and (ii) the amount received on the conversion of the reais into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend is includible in a U.S. Holder’s gross income to the date such payment is converted into U.S. dollars will be foreign currency gain or loss and will be treated as ordinary income or loss. Such gain or loss generally will be treated as income from sources within the United States. U.S. Holders are encouraged to consult their own independent tax advisors regarding the treatment of foreign currency gain or loss, if any, on any reais received that are converted into U.S. dollars on a date subsequent to actual or constructive receipt by the depositary or the U.S. Holder, as the case may be.

Sale or Other Taxable Disposition of Common Shares, Including in the Form of ADSs

Subject to the discussion below under “Passive Foreign Investment Company Considerations,” upon the sale or other taxable disposition of common shares, including in the form of ADSs, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other taxable disposition and such U.S. Holder’s tax basis in such common shares or ADSs. The amount realized on a sale or other taxable disposition of common shares, including in the form of ADSs, generally will be equal to the amount of cash or the fair market value of any other property received. The initial tax basis of a U.S. Holder’s ADSs will be the purchase price and the initial tax basis of a U.S. Holder’s common shares that are not held in the form of ADSs will be the U.S. dollar value of the reais denominated purchase price determined on the date of purchase. Gain or loss recognized by a U.S. Holder on such sale or other taxable disposition generally will be long-term capital gain or loss if, at the time of the sale or other taxable disposition, the common shares, including those in the form of ADSs, have been held for more than one year. Certain non-corporate U.S. Holders (including individuals) may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. The deduction of a capital loss is subject to limitations for U.S. federal income tax purposes.

If Brazilian tax is withheld on the sale or other taxable disposition of common shares, including in the form of ADSs, the amount realized by a U.S. Holder will include the gross amount of the proceeds of that sale or other taxable disposition before deduction of the Brazilian withholding tax. Capital gain or loss, if any, recognized by a U.S. Holder on the sale or other taxable disposition of common shares, including in the form of ADSs, generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes. In the case of a gain from the disposition of a common share, including in the form of an ADS, that is subject to Brazilian withholding tax, the Foreign Tax Credit Regulations generally would prohibit the U.S. Holder from claiming a U.S. foreign tax credit for that Brazilian withholding tax. However, the Notices provide temporary relief from certain of the provisions of the Foreign Tax Credit Regulations for taxable years ending before the date of issuance of a notice or other guidance that withdraws or modifies the relief provided by the Notices (or any later date specified in the relevant notice or other guidance). In order to qualify for the relief provided by the Notices, a U.S. Holder is required to apply the Notices consistently to all foreign taxes paid during the relevant taxable year. Alternatively, a U.S. Holder may take a deduction for the Brazilian withholding tax in computing taxable income for U.S. federal income tax purposes, provided that the U.S. Holder elects to deduct all foreign taxes paid or accrued for the taxable year. The rules relating to computing U.S. foreign tax credits or deducting foreign taxes are extremely complex, and U.S. Holders are encouraged to consult their own tax advisors regarding the availability of U.S. foreign tax credits or deductions in their particular circumstances.

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Passive Foreign Investment Company Considerations

Special U.S. federal income tax rules apply to U.S. persons owning shares of a passive foreign investment company, or PFIC. A non-U.S. corporation generally will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying relevant look-through rules with respect to the income and assets of subsidiaries, either:

•at least 75% of its gross income is passive income; or

•at least 50% of the gross value of its assets (based on an average of the quarterly gross values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income.

For this purpose, passive income generally includes, among other things, dividends, interest, rents, royalties, gains from the disposition of passive assets (other than gains from the disposition of property that is inventory) and gains from commodities and securities transactions. In addition, if the non-U.S. corporation owns, directly or indirectly, at least 25%, by value, of the shares of another corporation, it will be treated as if it holds directly its proportionate share of the assets and receives directly its proportionate share of the income of such other corporation.

The determination as to whether a non-U.S. corporation is a PFIC is based on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, the composition of the income and assets of the non-U.S. corporation from time to time and the nature of the activities performed by the non-U.S. corporation. We believe that we were not a PFIC for U.S. federal income tax purposes in 2025. In addition, based on current estimates of our gross income and gross assets, the nature of our business and our current business plans (all of which are subject to change), we do not expect to be classified as a PFIC for our current taxable year (although the determination cannot be made until the end of such taxable year). However, there can be no assurance that we will not be considered to be a PFIC for any particular year, including 2025 or our current taxable year, because the PFIC determination is made annually and is based on the portion of our assets and income that is characterized as passive under the PFIC rules, which can be a complex analysis.

If we are or become a PFIC for any taxable year during which a U.S. Holder holds common shares, including in the form of ADSs, the U.S. Holder will be subject to special tax rules with respect to any “excess distributions” that the U.S. Holder receives and any gain realized from a sale or other disposition of the common shares, including those in the form of ADSs, unless the U.S. Holder makes a “mark-to-market” election or a “qualified electing fund,” or QEF, election, as discussed below. Distributions received by a U.S. Holder in a taxable year that are greater than 125% of the average annual distributions received by the U.S. Holder during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the common shares, including those in the form of ADSs, will be treated as excess distributions. Under these special tax rules:

•the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the common shares, including those in the form of ADSs;

•the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder received the excess distribution or recognized gain, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; and

•the amount allocated to each other taxable year in the U.S Holder’s holding period will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

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The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the common shares, including those in the form of ADSs, cannot be treated as capital, even if a U.S. Holder holds the common shares or ADSs as capital assets. If we were a PFIC, certain subsidiaries and other entities in which we have a direct or indirect interest may also be PFICs, or Lower-tier PFICs. Under attribution rules, U.S. Holders would be deemed to own their proportionate shares of Lower-tier PFICs and would be subject to U.S. federal income tax according to the rules described above on (i) certain distributions by a Lower-tier PFIC and (ii) a disposition of shares of a Lower-tier PFIC, in each case as if the U.S. Holder held such shares directly, even though such U.S. Holder had not received the proceeds of those distributions or dispositions.

If we are a PFIC, a U.S. Holder may avoid taxation under the rules described above by making a timely and effective election to treat us as a “qualified electing fund” under Section 1295 of the Code for the taxable year that is the first year in the U.S. Holder’s holding period for their shares, including in the form of ADSs, during which we qualified as a PFIC, which election is referred to as a QEF election, or, if in a later taxable year, the U.S. Holder makes a QEF election along with a purging election. A purging election creates a deemed sale of the U.S. Holder’s common shares, including in the form of ADSs, at their then fair market value and requires the U.S. Holder to recognize gain pursuant to the purging election subject to the special PFIC tax and interest charge rules described above. As a result of any such purging election, the U.S. Holder would increase the tax basis in their common shares, including in the form of ADSs, by the amount of the gain recognized and, solely for purposes of the PFIC rules, would have a new holding period in its common shares, including in the form of ADSs.

A U.S. Holder that makes a timely and effective QEF election (or QEF election with a purging election) generally will not be subject to the adverse PFIC rules discussed above with respect to their common shares, including in the form of ADSs, but rather such U.S. Holder will generally be taxable currently on its pro rata share of our ordinary earnings and net capital gains (at ordinary income and capital gain rates, respectively) for each taxable year during which we are treated as a PFIC, regardless of whether or not such U.S. Holder receives distributions, so that the U.S. Holder may recognize taxable income without the corresponding receipt of cash from us with which to pay the resulting tax obligation. The basis in the common shares, including those in the form of ADSs, held by such U.S. Holder will be increased to reflect taxed but undistributed income. Distributions of income that were previously taxed will result in a corresponding reduction of tax basis in the common shares, including those shares held in the form of ADSs, and will not be taxed again as distributions to the U.S. Holder.

A U.S. Holder’s ability to make a timely and effective QEF election (or a QEF election along with a purging election) is contingent upon, among other things, the provision by us of a “PFIC Annual Information Statement” to such U.S. Holder. If we conclude that we should be treated as a PFIC for any taxable year, we intend to notify each U.S. Holder of such conclusion. However, there can be no guarantee that we will be willing or able to provide the information needed by any U.S. Holder to make a timely and effective QEF election, including a “PFIC Annual Information Statement,” with respect to their common shares, including in the form of ADSs.

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Alternatively, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election with respect to such stock (but not for the shares of any Lower-tier PFIC) to elect out of the PFIC tax consequences discussed above. A U.S. Holder electing the mark-to-market regime generally would compute gain or loss at the end of each taxable year as if the common shares, including those in the form of ADSs, had been sold at fair market value. Any gain recognized by the U.S. Holder under mark-to-market treatment, or on an actual sale, would be treated as ordinary income, and the U.S. Holder would be allowed an ordinary deduction for any decrease in the value of its common shares, including those in the form of ADSs, as of the end of any taxable year, and for any loss recognized on an actual sale, but only to the extent, in each case, of previously included mark-to-market income not offset by previously deducted decreases in value. Any loss on an actual sale of common shares, including those in the form of ADSs, would be a capital loss to the extent in excess of previously included mark-to-market income not offset by previously deducted decreases in value. A U.S. Holder’s tax basis in common shares, including those in the form of ADSs, will be adjusted to reflect any such income or loss amounts included in gross income. If a U.S. Holder makes such an election, the tax rules that apply to distributions by corporations that are not PFICs would apply to distributions by us, except that the reduced rate discussed above under “Distributions on Common Shares, Including in the Form of ADSs” would not be available and special rules could apply to distributions (and dispositions) made in the year the mark-to-market election is made.

The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a “qualified exchange or other market,” as defined in applicable U.S. Treasury regulations. A non-U.S. securities exchange constitutes a qualified exchange if it is regulated or supervised by a governmental authority of the country in which the securities exchange is located and meets certain trading listing, financial disclosure and other requirements set forth in the U.S. Treasury regulations. Our ADSs were delisted from the NYSE. Consequently, if our ADSs remain delisted from the NYSE and are not otherwise listed on a qualified exchange or other market, as described above, our ADSs would not be treated as “marketable stock” for these purposes and a U.S. Holder would not be eligible to make a mark-to-market election with respect to our ADSs if we were treated as a PFIC. Our common shares are listed on the B3. It is unclear, however, whether the B3 would meet the requirements for a qualified exchange or other market. There can be no assurance, therefore, that the mark-to-market election would be available to a U.S. Holder of common shares if we were treated as a PFIC. In addition, as mentioned above, the mark-to-market election will not be available for Lower-tier PFICs, so U.S. Holders would remain subject to the interest charge and other rules described above with respect to Lower-tier PFICs. As described under “Item 9A. The Offer and Listing—Offering and Listing Details,” we intend to seek a listing of our ADSs on NYSE American and thereafter to seek an uplisting to list our ADSs on the NYSE, in each case, as soon as possible following satisfaction of the relevant requirements and conditions to listing. If such application is approved and our ADSs are listed on NYSE American or the NYSE and if our ADSs become and then continue to be regularly traded, the mark-to-market election would thereafter be available to a U.S. Holder of our ADSs if we were treated as a PFIC. There can be no assurance that our ADSs will be listed on NYSE American or the NYSE, or if any such listing is obtained, that our common shares or ADSs will continue to be listed thereon, and there can be no assurance that our ADSs will become or continue to be regularly traded upon such listing.

A U.S. Holder who owns common shares, including in the form of ADSs, during any taxable year that we are treated as a PFIC generally would be required to file IRS Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. U.S. Holders are encouraged to consult their own tax advisors regarding the application of the PFIC rules to the common shares, including in the form of ADSs, the availability and advisability of making a QEF election (or a QEF election along with a purging election) or a mark-to-market election to avoid the adverse tax consequences of the PFIC rules should we be considered a PFIC for any taxable year and the application of the reporting requirements on IRS Form 8621, taking into account their particular situations.

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U.S. Information Reporting and Backup Withholding

Dividend payments with respect to common shares, including in the form of ADSs, and proceeds from the sale, exchange or redemption of common shares, including in the form of ADSs, may be subject to information reporting to the IRS and possible U.S. backup withholding at a current rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding and establishes such exempt status. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund in a timely manner with the IRS and furnishing any required information. U.S. Holders are encouraged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

In addition, U.S. Holders should be aware that additional reporting requirements apply (including a requirement to file IRS Form 8938, Statement of Specified Foreign Assets) with respect to the holding of certain foreign financial assets, including stock of foreign issuers which is not held in an account maintained by certain financial institutions, if the aggregate value of all of such assets exceeds US$50,000 at the end of the taxable year or US$75,000 at any time during the taxable year. The thresholds are higher for individuals living outside of the United States and married couples filing jointly. U.S. Holders are encouraged to consult their own tax advisors regarding the application of the information reporting rules to common shares, including in the form of ADSs, and the application of these additional reporting requirements for foreign financial assets to their particular situations.

F.Dividends and Payment Agents

Not applicable.

G.Statements by Experts

Not applicable.

H.Documents on Display

We are subject to the informational requirements of the Exchange Act, applicable to foreign private issuers and, in accordance therewith, file reports and other information with the SEC. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy the reports and other information to be filed with the SEC at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington D.C. 20549. Copies of the materials may be obtained from the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. The public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330. In addition, the SEC maintains an Internet website at http://www.sec.gov, from which you can electronically access the registration statement and its materials.

As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S. Registrant under the Exchange Act. For example, we are not required to prepare and issue quarterly reports. However, we will be required to file annual reports on Form 20-F within the time period required by the SEC, which is currently four months from December 31, the end of our fiscal year. As a foreign private issuer, we are exempt from Exchange Act rules regarding proxy statements and short-swing profits.

We will provide the depositary with annual reports in English, which will include a review of operations and annual audited consolidated financial statements prepared in accordance with IFRS.

You may request a copy of our SEC filings, at no cost, by contacting us at our headquarters at Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, state of São Paulo – Brazil, or by phone at the number +55 (11) 4831-2880, Attention: Investor Relations Department.

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I.Subsidiary Information

For information on subsidiaries, see “Item 4.C. Organizational Structure” and “Note 1. Operations” to our audited consolidated financial statements as of December 31, 2024, 2023 and for the year ended December 31, 2022 included in “Item 18. Financial Statements” and Exhibit 8.1 to this annual report.

J.Annual Report to Security Holders

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

Market risk is the risk that the fair value of future cash flows of a financial instrument fluctuates due to changes in market prices. Any such changes may adversely affect the value of our financial assets and liabilities or our future cash flows and results of operations. We have entered into derivative contracts and other financial instruments for the purpose of hedging against variations in these factors.

We have also implemented policies and procedures to evaluate such risks and approve and monitor our derivative transactions. Our risk management policy was implemented on April 14, 2011 and was revised on March 9, 2020. It is our policy not to participate in any trading of derivatives for speculative purposes. We measure our financial derivative instruments at fair value which is determined using quoted market prices, standard option valuation models or values provided by the counterparty.

Outstanding financial derivative instruments expose us to credit loss in the event of nonperformance by the counterparties to the agreements. The counterparties to our derivative transactions are major financial institutions with strong credit ratings and we do not expect the counterparties to fail to meet their obligations. We do not have significant exposure to any single counterparty in relation to derivative transactions, and we believe the credit exposure related to our counterparties is negligible.

Market risk includes three types of risk: interest rate, foreign currency and commodity price risk. The sensitivity analyses provided below do not consider the effects that such adverse changes may have on overall economic activity, nor does it consider additional actions we may take to mitigate our exposure to such changes.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument fluctuates due to changes in market interest rates. Our exposure to 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 intervals, the difference between the values of fixed and variable interest rates calculated based on the notional principal amount agreed between the parties.

The risks are monitored by the Company’s management and can be mitigated through the use of swaps, terms and options, interest, in the oil and currency markets.

All activities with derivative financial instruments for risk management are carried out by specialists with skill, experience and adequate supervision. It is the Company's policy not to operate transactions for speculative purposes.

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Foreign Currency Risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument fluctuates due to changes in foreign exchange rates. Most of our revenues are linked to the real and our exposure to the risk of changes in exchange rates refers primarily to loans and lease liabilities indexed to the U.S. dollar (net of investments in U.S. dollars), maintenance reserves and to our TAP Bonds denominated in Euros. Also, slightly over half of our operating expenses are either payable in or affected by the U.S. dollar, such as aviation fuel, aircraft lease payments and certain flight hour maintenance contract payments. Therefore, we enter into currency forward contracts for periods with a currency exposure of up to 12 months.

We monitor the net exposure in foreign currency and evaluate the contracting of 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 Risk

The volatility of aviation fuel prices is one of the most significant market risks for airlines. For the years ended December 31, 2025, 2024 and 2023, aviation fuel accounted for 33.0%, 34.6% and 34.9%, respectively, of our operating expenses, which are linked or denominated in U.S. dollars, are volatile and cannot be predicted with any degree of certainty as they are 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 of the war between Russia and Ukraine, Brent oil prices sharply decreased from about US$128 per barrel at the end of 2022 to US$77 per barrel on December 31, 2023. As of December 31, 2025, the Brent oil price was US$75 per barrel. Airlines often use WTI crude or heating oil future contracts to protect their exposure to jet fuel prices. We attempt to mitigate fuel price volatility primarily through derivative financial instruments or a fixed price agreement with Vibra Energia.

Sensitivity Analysis

Our sensitivity analysis measures the impact of interest rate risk, foreign currency risk, and commodity price risk on the results of operations considering two different scenarios: (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%. For information on risk management, see “Note 35. Risk Management” to our audited consolidated financial statements as of the year ended December 31, 2025.

			As of December 31, 2025
Risk Factor	Financial Instrument	Risk	Adverse Scenario
			(in thousands of R)
Financing	Interest rate	CDI	(4,494)
Financing	Interest rate	SOFR	(5,485)
Assets	Exchange rate	Euro rate decrease	12,582
Liabilities and aircraft leases	Exchange rate	U.S. dollar rate increase	(3,634,612)
Aircraft fuel	Cost per liter	Fuel price	(571,029)

All values are in US Dollars.

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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.Debt Securities

Not applicable.

B.Warrants and Rights

Not applicable

C.Other Securities

Not applicable.

D.American Depositary Shares

American Depositary Shares

Citibank, N.A., as depositary, will register and deliver the ADSs. Each ADS represents the right to receive 500,000 common shares (which ratio may be changed, as described below) in registered form, deposited with the office of Banco Bradesco S.A. as custodian for the depositary, with Itaú Corretora de Valores S.A. acting as the share registrar. Each ADS will also represent the right to receive any other securities, cash or other property which may be received on behalf of the owner of the ADSs but not distributed by the depositary to the owners of ADSs because of legal restrictions or practical considerations. The principal executive office of the depositary is located at 388 Greenwich Street, New York, New York 10013.

The common shares are listed for trading on the Level 2 listing segment of the B3.

The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto.

We will not treat ADS holders as our shareholders and accordingly, you, as an ADS holder, will not have shareholder rights. Brazilian law governs shareholder rights. The depositary, the custodian and their respective nominees will be the holders of the common shares underlying your ADSs. As a holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, you, as an ADS holder, and the beneficial owners of ADSs sets out ADS holder and beneficial owner rights as well as the rights and obligations of the depositary. The laws of the State of New York govern the deposit agreement and the ADSs.

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement, the form of ADRs and, if applicable, the omnibus restricted ADS letter agreement. For directions on how to obtain copies of those documents, see Exhibit 2.1 to this annual report.

Holding the ADSs

How will you hold your ADSs?

You may hold ADSs (a) by having an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name or through your broker or other financial institution, or (b) by holding ADSs in DRS. If you hold ADSs directly, you are an ADS holder. This description assumes you hold your ADSs directly, by means of an ADR registered in your name. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

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Dividends and Other Distributions

How will you receive dividends and other distributions on the shares?

The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on common shares or other deposited securities, after deducting its fees and expenses and any taxes and government charges. You will receive these distributions in proportion to the number of common shares your ADSs represent as of the record date set by the depositary with respect to the ADSs.

•Cash. The depositary will convert or cause to be converted any cash dividend or other cash distribution we pay on the common shares or any net proceeds from the sale of any common shares, rights, securities or other entitlements under the terms of the deposit agreement into U.S. dollars, if it can do so on a practicable basis and can transfer such U.S. dollars to the United States and will distribute the amount thus received. If such conversions or transfers are not practical or lawful or if any government approval or license is needed and cannot be obtained, the deposit agreement allows the depositary to either distribute the foreign currency only to those ADS holders to whom it is possible to do so, or hold or cause the custodian to hold the foreign currency for the account of the ADS holders who have not been paid and such funds will be held for the respective accounts of the ADS holders. The depositary will not invest the foreign currency and will not be liable for any interest for the respective accounts of the ADS holders.

Before making a distribution, any taxes or other governmental charges, together with fees and expenses of the depositary, will be deducted. See “Item 10.E—Taxation.” If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

•Shares. For any common shares we distribute as a dividend or free distribution, either (1) the depositary will distribute additional ADSs representing the right to receive such common shares or (2) existing ADSs as of the applicable record date will represent rights and interests in the additional common shares distributed, to the extent reasonably practicable and permissible under law, in either case, net of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. The depositary will only distribute whole ADSs. It will try to sell common shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. The depositary may sell a portion of the distributed common shares sufficient to pay its fees and expenses in connection with that distribution. There can be no assurance that you will be given the opportunity to receive distributions under the same terms and conditions as the holders of common shares.

•Elective Distributions in Cash or Shares. If we offer holders of our common shares the option to receive a distribution in either cash or shares, the depositary, after consultation with us and having received timely notice from us as described in the deposit agreement of such elective distribution by us, and if we have indicated that we wish to make such elective distribution available to you, has discretion to determine to what extent such elective distribution is lawful and reasonably practicable. The depositary will not make such elective distribution to you until we first timely instruct the depositary to make such elective distribution available to you and furnish it with satisfactory evidence that it is lawful to do so. The depositary could decide it is not lawful or reasonably practicable to make such elective distribution available to you. If such elective distribution is not reasonably practicable or if the depositary did not receive satisfactory documentation, the depositary shall, on the basis of the same determination as is made in respect of the common shares for which no election is made, distribute either cash in the same way as it does in a cash distribution, or additional ADSs representing the right to receive common shares in the same way as it does in a share distribution. The depositary will not be obligated to make available to you a method to receive the elective dividend in common shares rather than in ADSs. There can be no assurance that you will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of common shares.

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•Rights to Purchase Additional Shares. If we offer holders of our common shares any rights to subscribe for additional shares, the depositary shall, having received timely notice as described in the deposit agreement of such distribution by us, consult with us, and determine whether it is reasonably practicable to make these rights available to you. The depositary will not make rights available to you unless we first instruct the depositary to make such rights available to you and furnish the depositary with satisfactory evidence that it is reasonably practicable to do so, and such other documentation as is provided in the deposit agreement. If it is not reasonably practicable to make the rights available but it is reasonably practicable to sell the rights, the depositary will attempt to sell the rights and distribute the net proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If the depositary makes rights available to you, it will establish procedures to distribute such rights and enable you to exercise the rights upon your payment of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. The depositary shall not be obliged to make available to you a method to exercise such rights to subscribe for common shares (rather than ADSs).

Any distributions made, and any notices given, by the depositary to DTC under the terms of the deposit agreement shall (unless otherwise specified by the depositary) satisfy the depositary’s obligations under the deposit agreement to make such distributions, and give such notices, in respect of the ADSs held in DTC (including, for avoidance of doubt, to the DTC participants holding the ADSs in their DTC accounts and to the beneficial owners of such ADSs).

U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place. On February 21, 2025, we entered into an omnibus restricted ADS letter agreement with the depositary which establishes procedures pursuant to which the depositary agrees to the deposit of common shares that constitute restricted securities under U.S. securities laws and the issuance of restricted ADSs, subject to the terms of such letter agreement.

There can be no assurance that you will be given rights on the same terms and conditions as the holders of common shares or be able to exercise such rights.

•Other Distributions. Subject to receipt of timely notice and satisfactory documents by the depositary, as described in the deposit agreement, from us with our request to make any such distribution available to you, and provided the depositary has determined such distribution is reasonably practicable and in accordance with the terms of the deposit agreement, the depositary will distribute to you anything else we distribute on deposited securities by any means it may deem practicable, upon your payment of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. The depositary may attempt to sell all or a portion of the distributed property sufficient to pay its fees and expenses in connection with that distribution. If any of the conditions above are not met, the depositary will attempt to sell, or cause to be sold, what we distributed and distribute the net proceeds in the same way as it does with cash; or, if it is unable to sell such property, the depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration, such that you may have no rights to or arising from such property.

The depositary is not responsible if it is unlawful or impracticable to make a distribution available to any ADS holders. We have no obligation to register ADSs, common shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, common shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our common shares or any value for them if we or the depositary determine that it is not lawful or not practicable for us or the depositary to make them available to you. The depositary will hold any cash amounts or property it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until a distribution can be effected or such amounts and property that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.

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Deposit, Withdrawal and Cancellation

Which shares shall be accepted for deposit?

No common shares shall be accepted for deposit unless accompanied by confirmation or such additional evidence, if any is required by the depositary, that is reasonably satisfactory to the depositary and the custodian that all conditions to such deposit have been satisfied by the person depositing such common shares under the laws and regulations of Brazil and any necessary approval has been granted by the CVM, the Central Bank or any governmental body in Brazil, if any, which is then performing the function of the regulator of currency exchange.

The depositary shall not be required to accept for deposit or maintain on deposit with the custodian (a) any fractional common shares or fractional deposited securities, or (b) any number of common shares or deposited securities which (i) do not constitute a share unit or whole multiple thereof, upon application of the ratio of ADSs to deposited securities, would give rise to fractional ADSs.

How are ADSs issued?

The depositary will deliver ADSs if you or your broker deposits common shares or evidence of rights to receive common shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, and upon presentation of the applicable deposit certification, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons entitled thereto. Your ability to deposit shares and receive ADSs may be limited by U.S. and Brazilian legal considerations applicable at the time of deposit.

How do ADS holders cancel an ADS?

You may present (or provide appropriate instructions to your broker to present) your ADSs to the depositary for cancellation and then receive the corresponding number of underlying common shares at the custodian’s offices. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the common shares and any other deposited securities underlying the ADSs to you or a person you designate. The depositary may ask you to provide documents as the depositary may deem appropriate before it will cancel your ADSs and deliver the underlying common shares and any other property.

How do ADS holders interchange between Certificated ADSs and Uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send you a statement confirming that you are the owner of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs and provided the continued availability of certified ADSs in the U.S., the depositary will execute and deliver to you an ADR evidencing those ADSs.

Voting Rights

How do you vote?

If certain conditions in the deposit agreement are satisfied as further described below, you may instruct the depositary to vote the common shares or other deposited securities underlying your ADSs at any meeting at which holders of common shares or other deposited securities are entitled to vote pursuant to any applicable law, the provisions of our bylaws and other constitutive documents, and the provisions of or governing the deposited securities. Otherwise, you could exercise your right to vote directly if you withdraw the common shares. However, you may not know about the meeting sufficiently enough in advance to withdraw the common shares. Our common shares have limited voting rights. See “Item 10.B. Memorandum and Articles of Association—Our Bylaws, the Brazilian Corporations Law, the CVM and the B3—Rights of Our Common Shares—Voting Rights.”

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Upon timely notice from us by regular, ordinary mail delivery, or by electronic transmission, as described in the deposit agreement, the depositary will notify you of the upcoming meeting at which you are entitled to vote pursuant to any applicable law, the provisions of our bylaws and other constitutive documents, and the provisions of or governing the deposited securities, and arrange to deliver our voting materials to you. The materials will include or reproduce (a) such notice of meeting or solicitation of consents or proxies; (b) a statement that the ADS holders at the close of business on the ADS record date will be entitled, subject to any applicable law, the provisions of our bylaws and other constitutive documents, and the provisions of or governing the deposited securities (which provisions, if any, shall be summarized in pertinent part by us), to instruct the depositary as to the exercise of the voting rights, if any, pertaining to the common shares or other deposited securities represented by such holder’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of ADSs representing an integral number of common shares or other deposited securities. For instructions to be valid, the depositary must receive them in writing on or before the date specified by the depositary in its notice to ADS holders. The depositary will endeavor, insofar as practicable and permitted under applicable law, the provisions of the deposit agreement, our bylaws and the provisions of or governing the deposited securities, to vote or cause the custodian to vote the common shares or other deposited securities (in person or by proxy) as you instruct. The depositary will only vote or attempt to vote as you instruct provided that if the depositary timely receives voting instructions from you that fail to specify the manner in which deposited securities are to be voted, you will be deemed to have instructed the depositary to vote in favor of the items in the voting instructions. Common shares or other deposited securities represented by ADSs for which no specific voting instructions are received by the depositary from the ADS holder shall not be voted except as provided below. Without limiting any of the foregoing, to the extent the depositary does not receive voting instructions from ADS holders, the depositary will take such actions as are necessary, upon our written request and subject to applicable law and the terms of the deposited securities, to cause the amount of shares represented by ADSs of those ADS holders to be counted for the purpose of satisfying applicable quorum requirements.

If (i) we make a timely request to the depositary as contemplated above and (ii) no timely voting instructions are received by the depositary from you with respect to the deposited securities represented by your ADSs on or before the date established by the depositary for such purpose, the depositary shall deem you to have instructed the depositary to give a discretionary proxy to a person designated by our board of directors with respect to such deposited securities and the depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the deposit agreement, our bylaws and the provisions of the deposited securities, to give or cause the custodian to give a discretionary proxy to a person designated by our board of directors to vote such deposited securities; provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which our board of directors informs the depositary that (x) the we do not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of common shares.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the common shares underlying your ADSs. In addition, there can be no assurance that you will be given the opportunity to vote or cause the custodian to vote on the same terms and conditions as the holders of our common shares.

The depositary and its agents are not liable for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and you may have no recourse if the common shares underlying your ADSs are not voted as you request.

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Compliance with Regulations

Information Requests

Each ADS holder and beneficial owner shall (a) provide such information as we or the depositary may request pursuant to law, including, without limitation, relevant Brazilian law, any applicable law of the United States of America, the rules and requirements of the B3, our bylaws and other constitutive documents, any resolutions of our board of directors adopted pursuant to such bylaws, the requirements of any markets or exchanges upon which the common shares, ADSs or ADRs are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or ADRs may be transferred, regarding the capacity in which they own or owned ADSs, the identity of any other persons then or previously interested in such ADSs and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Brazil, our bylaws and other constitutive documents, and the requirements of any markets or exchanges upon which the ADSs or common shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs or common shares may be transferred, to the same extent as if such ADS holder or beneficial owner held common shares directly, in each case irrespective of whether or not they are ADS holders or beneficial owners at the time such request is made.

Disclosure of Interests

Each ADS holder and beneficial owner shall comply with our requests pursuant to Brazilian law, the rules and requirements of the CVM and the B3, and any other stock exchange on which the common shares are, or will be, registered, traded or listed or our bylaws and other constitutive documents, which requests are made to provide information, inter alia, as to the capacity in which such ADS holder or beneficial owner owns ADS and regarding the identity of any other person interested in such ADS and the nature of such interest and various other matters, whether or not they are ADS holders or beneficial owners at the time of such requests.

Delivery of Information to the CVM, the Central Bank and the B3

We will comply with Brazil’s Joint Resolution 13, and will furnish to the CVM, the Central Bank and the B3, whenever required, information or documents related to the approved ADR program, the deposited securities and distributions thereon. The depositary and the custodian may release such information or documents and any other information as required by local regulation, law or regulatory body request.

Ownership Restrictions

We may restrict transfers of the common shares where such transfer might result in ownership of common shares exceeding limits imposed by applicable laws or our bylaws. We may also restrict, in such manner as we deem appropriate, transfers of the ADSs where such transfer may result in the total number of common shares represented by the ADSs owned by a single ADS holder or beneficial owner of ADSs to exceed any such limits. We may, in our sole discretion but subject to applicable law, instruct the depositary to take action with respect to the ownership interest of any ADS holder or beneficial owner of ADSs in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of an ADS holder or beneficial owner of ADSs of the common shares represented by the ADSs of such holder or beneficial owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and our bylaws. Notwithstanding the foregoing, neither we nor the depositary shall be obligated to ensure compliance with the foregoing ownership restrictions.

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Reporting Obligations and Regulatory Approvals

Applicable laws and regulations, including those of the Central Bank, the CVM, the B3 and the Level 2 listing segment may require ADS holders and beneficial owners of common shares, including the ADS holders and beneficial owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. ADS holders and beneficial owners of ADSs are solely responsible for complying with such reporting requirements and obtaining such approvals, and pursuant to the deposit agreement, such holders and beneficial owners agree to make such determinations, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time and neither the depositary, the custodian nor we, nor any of their or our respective agents or affiliates shall be required to take any actions on behalf of such holders or beneficial owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Fees and Expenses

As an ADS holder, you will be required to pay the following service fees to the depositary and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your ADSs):

Service	Fees
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property	Up to US$0.05 per ADS issued
Cancellation of ADSs, including in the case of termination of the deposit agreement	Up to US$0.05 per ADS cancelled
Distribution of cash dividends or other cash distributions	Up to US$0.05 per ADS held
Distribution of ADSs pursuant to share dividends, free share distributions or exercise of rights	Up to US$0.05 per ADS held
Distribution of financial instruments, including securities, other than ADSs or rights to purchase ADSs	Up to US$0.05 per ADS held
Depositary operation and maintenance services	Up to US$0.05 per ADS held
Transfer of ADSs, including upon a transfer of registered ownership or ADSs and upon a transfer of ADSs into DTC	Up to US$0.05 per ADS transferred
Conversion of ADSs, incliding upon conversion of restricted ADSs into freely transferred ADSs	Up to US$0.05 per ADS converted

As an ADS holder, you will also be responsible to pay certain fees and expenses incurred by the depositary and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your ADSs) such as:

•fees for the transfer and registration of common shares charged by the registrar and transfer agent for the common shares in Brazil (i.e., upon deposit and withdrawal of common shares);

•expenses incurred for converting foreign currency into U.S. dollars;

•expenses for cable, telex, electronic and fax transmissions and for delivery of securities;

•taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e., when common shares are deposited or withdrawn from deposit);

•fees and expenses incurred in connection with the delivery or servicing of common shares on deposit;

•fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to common shares, deposited securities, ADSs and ADRs; and

•any applicable fees and penalties thereon.

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The depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary and by the brokers (on behalf of their clients) delivering the ADSs to the depositary for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary to the holders of record of ADSs as of the applicable ADS record date.

The depositary fees payable for cash distributions are generally deducted from the cash being distributed or by selling a portion of distributable property to pay the fees. In the case of distributions other than cash (i.e., share dividends, rights), the depositary charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary.

Until the applicable depositary fees and expenses are paid, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder. The depositary may sell common shares or other depositary property held with respect to your ADSs and use the proceeds to satisfy your obligations to pay its fees and expenses.

Certain of the depositary fees and charges (such as the depositary services fee) may become payable shortly after the closing of the ADS offering. Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes.

The depositary reimburses us for certain expenses we incur in connection with the ADR program. These reimbursable expenses currently include legal and accounting fees, listing fees, investor relations expenses and fees payable to service providers for the distribution of material to ADR holders. In this context, for the year ended December 31, 2025, Citibank N.A. reimbursed us or paid on our behalf US$612,877.11.

Payment of Taxes

You will be responsible for any taxes (including applicable interest and penalties thereon) or other governmental charges payable, or which become payable, on your ADSs, on the deposited securities represented by any of your ADSs, or on any transactions entered by you and/or your beneficiary owned in respect of the ADSs or deposited securities. The depositary may refuse to register or transfer your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any net proceeds, or send to you any property, remaining after it has paid the taxes. You agree to indemnify us, the depositary, the custodian and each of our and their respective agents, directors, employees and affiliates for, and hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from (i) any ADSs held by you and/or by a beneficial owner, (ii) the deposited property represented by the ADSs, and (iii) any transaction entered into by you or a beneficial owner in respect of the ADSs and/or the deposited property represented thereby. Your obligations under this paragraph shall survive any transfer of ADSs, any surrender of ADSs and withdrawal of deposited securities or the termination of the deposit agreement.

The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADSs or to release securities on deposit until all taxes and charges are paid by you. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may be required to fulfill legal obligations.

204	Azul S.A.

Each ADS holder will be responsible for the payment and/or reimbursement of any and all taxes effectively paid or incurred by us, the Depositary or the Custodian (including as a result of the execution of any foreign exchange transaction) related to or as a result of a deposit of common shares and/or withdrawal or sale of deposited property by such ADS holder. Each ADS holder will be responsible for the reporting of any false or misleading information, or the failure to report required information relating to foreign exchange transactions to the custodian or the Central Bank, as the case may be, in connection with deposits or withdrawals of deposited securities.

If we change the nominal or par value of, split-up, cancel, consolidate or otherwise reclassify any of the deposited securities, or if we recapitalize, reorganize, merge, consolidate or sell our assets, any property which shall be received by the depositary or the custodian in exchange for, or in conversion of, or replacement of, or otherwise in respect of, the deposited securities shall, to the extent permitted by law, be treated as new deposited property under the deposit agreement, and the ADSs shall, subject to the provisions of the deposit agreement, any ADR(s) evidencing such ADSs and applicable law, represent the right to receive such additional or replacement deposited property. In connection with the foregoing, we may (i) issue and deliver additional ADSs as in the case of a stock dividend on the common shares, (ii) amend the deposit agreement and the applicable ADR(s), (iii) amend the applicable registration statement(s) in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions as are appropriate to reflect the transaction with respect to the ADSs.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the form of ADR without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, including expenses incurred in connection with foreign exchange control regulations and other charges specifically payable by ADS holders under the deposit agreement, or materially prejudices a substantial existing right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. The depositary will not consider to be materially prejudicial to your substantial existing rights any modification or supplement that are reasonably necessary for the ADSs to be registered under U.S. laws, in each case without imposing or increasing the fees and charges you are required to pay. In addition, the depositary may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In such cases, the depositary must notify you at least 30 days before termination.

Azul S.A.	205

After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities, sell rights and other property and deliver common shares and other deposited securities upon cancellation of ADSs after payment of any fees, charges, taxes or other governmental charges. At any time after the date of termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. After such sale, the depositary’s only obligations will be to account for the money and other cash. After termination, we shall be discharged from all obligations under the deposit agreement except for our obligations to the depositary and the custodian thereunder. The obligations of ADS holders and beneficial owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented to the depositary for cancellation under the terms of the deposit agreement and the ADS holders have satisfied any and all of their obligations thereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination).

Books of Depositary

The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office at all reasonable times but solely for the purpose of communicating with other holders in the interest of business matters relating to the Company, the ADRs and the deposit agreement.

The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADRs.

These facilities may be closed at any time or from time to time, when such action is deemed necessary or advisable by the depositary in connection with the performance of its duties under the deposit agreement or at our reasonable request to the extent not prohibited by law.

Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary and the Custodian; Limits on Liability to Holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary and the custodian. It also limits our liability and the liability of the depositary and the custodian. We, the depositary and the custodian:

•are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;

•are not liable if any of us or our respective controlling persons or agents are prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement and any ADR, by reason of any provision of any present or future law or regulation of the United States or any state thereof, Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of our bylaws or other constituent documents or any provision of or governing any deposited securities, or by reason of any act of God or war or other events or circumstances beyond its control (including, without limitation, fire, flood, earthquake, tornado, hurricane, tsunami, explosion, or other natural disaster, nationalization, expropriation, currency restriction, work stoppage, strikes, civil unrest, act of war (whether declared or not) or terrorism, revolution, rebellion, embargo, computer failure, failure of public infrastructure (including communication or utility failure), failure of common carriers, nuclear, cyber or biochemical incident, any pandemic, epidemic or other prevalent disease or illness with an actual or probable threat to human life, any quarantine order or travel restriction imposed by a governmental authority or other competent public health authority, or the failure or unavailability of the United States Federal Reserve Bank (or other central banking system) or DTC (or other clearing system));

•are not obligated to perform any act that is inconsistent with the terms of the deposit agreement;

206	Azul S.A.

•are not liable by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in our bylaws or other constituent documents or provisions of or governing deposited securities;

•disclaim any liability for any action or inaction of any of us or our respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting common shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by any of us in good faith to be competent to give such advice or information;

•are not liable for any action or inaction of any clearing or settlement system (any participant thereof) for the deposited securities or the ADSs;

•are not liable for any consequential or punitive damages (including lost profits) for any breach of the terms of the deposit agreement;

•disclaim any liability for inability of any holder to benefit from any distribution, offering, right or other benefit made available to holders of deposited securities but not made available to holders of ADSs;

•may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party;

•are not obligated to appear in, prosecute or defend any action with respect to deposited property or the ADSs, except under the circumstances set forth in the deposit agreement; and

•are not liable for any action or failure to act by any ADS holder relating to the ADS holder’s obligations under any applicable Brazilian law or regulation relating to foreign investment in Brazil in respect of a withdrawal or sale of deposited securities, including, without limitation, any failure to comply with a requirement to register such investment pursuant to the terms of any applicable Brazilian law or regulation prior to such withdrawal or any failure to report foreign exchange transactions to the Central Bank, as the case may be.

The depositary and any of its agents also disclaim any liability (i) with respect to Brazil’s system of share registration and custody, including any liability in respect of the unavailability of deposited securities (or any distribution in respect thereof), (ii) for any failure to carry out any instructions to vote, the manner in which any vote is cast or the effect of any vote or failure to determine that any distribution or action may be lawful or reasonably practicable or for allowing any rights to lapse in accordance with the provisions of the deposit agreement, (iii) the failure or timeliness of any notice from us, the content of any information submitted to it by us for distribution to you or for any inaccuracy of any translation thereof, (iv) any investment risk associated with the acquisition of an interest in the deposited securities, for the validity or worth of the deposited securities, for any financial transaction entered into by any person in respect of the ADSs or any deposited securities, for any tax consequences that may result from the ownership of, or any transaction involving, ADSs or the deposited securities, the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the deposit agreement, for the failure or timeliness of any notice from us, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC participant, (v) for any tax consequences that may result from ownership of ADSs, common shares or deposited securities, or (vi) for any acts or omissions made by a successor depositary.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

Before the depositary will issue, deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of common shares, the depositary may require:

•payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any common shares or other deposited securities and payment of the applicable fees, expenses and charges of the depositary;

•satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

Azul S.A.	207

•compliance with (A) any laws or governmental regulations relating to the execution and delivery of ADRs or ADSs or to the withdrawal or delivery of deposited securities and (B) regulations it may establish, from time to time, consistent with the deposit agreement and applicable laws, including presentation of transfer documents.

The depositary may refuse to issue and deliver ADSs or register transfers of ADSs generally when the register of the depositary or our transfer books are closed or at any time if the depositary or we determine that it is necessary or advisable to do so.

Your Right to Receive the Shares Underlying Your ADSs

You have the right to cancel your ADSs and withdraw the underlying common shares at any time except:

•when temporary delays arise because: (1) the depositary has closed its transfer books or we have closed our transfer books; (2) the transfer of common shares is blocked to permit voting at a shareholders’ meeting; or (3) we are paying a dividend on our common shares;

•when you owe money to pay fees, taxes and similar charges;

•when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of common shares or other deposited securities; or

•other circumstances specifically contemplated by Section I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

This right of withdrawal may not be limited by any other provision of the deposit agreement.

The depositary shall not knowingly accept for deposit under the deposit agreement any common shares or other deposited securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such common shares.

Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an ADS holder, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register such transfer. A DTC participant, upon acceptance in any one of its DTC accounts of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the deposit agreement, or by continuing to hold in any one of its DTC accounts, from and after the date hereof, any ADSs issued and outstanding under the original deposit Agreement, shall (notwithstanding any explicit or implicit disclosure that it may be acting on behalf of another party) be deemed for all purposes to be a party to, and bound by, the terms of the deposit agreement and the applicable ADR(s) to the same extent as, and as if the DTC Participant were, the holder of such ADSs.

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

208	Azul S.A.

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that we are able to collect the information we are required to disclose in the reports we file with the SEC, and to process, summarize and disclose this information within the time periods specified in the rules of the SEC. As of the end of the period covered by this annual report, our management, with the participation of our financial vice president and chief financial officer and together with other members of our management, assessed the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) and have concluded that our disclosure controls and procedures as of December 31, 2025 were effective in ensuring that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Our management, with participation of the financial vice president and chief financial officer, under the oversight of our board of directors, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on this assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective based on those criteria.

Changes in Internal Control Over Financial Reporting

In the year ended December 31, 2025, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Independent Registered Public Accounting Firm

The effectiveness of internal control over financial reporting as of December 31, 2025 was audited by Grant Thornton Auditores Independentes LTDA., the independent registered public accounting firm, as stated in their report included herein.

ITEM 16. [Reserved]

A.AUDIT COMMITTEE FINANCIAL EXPERT

See Item 6: “Directors, Senior Management and Employees—Directors and Senior Management—Board of Directors—Audit Committee.”

B.CODE OF ETHICS

We currently have a code of ethics which has been accepted by all of our directors and executive officers and other personnel. Our Code of Ethics and Conduct is available on our Investor Relations website at ri.voeazul.com.br, under the “Corporate Governance—Code of ethics” tab. The information on our website is not incorporated into this annual report.

Azul S.A.	209

C.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Audit Committee of our board of directors has adopted a policy of pre-approval of services of our independent registered public accounting firm. The police provides that the Audit Committee shall pre-approve all audit and non-audit services to be provided to Azul and its subsidiaries and affiliates by its independent auditors. The process by which this is carried out is as follows:

For recurring services, the Audit Committee reviews and pre-approves the independent registered public accounting firm’s annual audit services, comprised by the description of the services along with related fees. The Audit Committee also reviews and pre-approves other classes of recurring services along with the fee thresholds for pre-approved services. In the event that the additional services are required prior to the next scheduled Audit Committee meeting, pre-approvals of additional services must be submitted to the Audit Committed and cannot commence until such approval has been granted.

All of the services in 2025 and 2024 under the Audit Fees below have been approved by the Audit Committee (in thousands of reais):

	Year Ended December,
	2025	2024
	Grant Thornton
Audit Fees(1)	7,823	4,877
Audit-Related Fees(2)	650	—
Total	8,473	4,877	(1)	“Audit fees” are the fees billed in connection with the audit of our annual consolidated financial statements, the review of our quarterly financial information, the statutory audits of subsidiaries.
---	---
(2)	Services related to the issuance of comfort letter.

Our Audit Committee pre-approves all audit and non-audit services provided by our independent auditor pursuant to the Sarbanes-Oxley Act of 2002.

D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

From January 1, 2025 to December 31, 2025, we repurchased an aggregate of 4,000 common shares, at an average purchase price of R$1.06 per share. The table below sets forth detailed information regarding our repurchases of common shares during the fiscal year ended December 31, 2025:

| 210 | Azul S.A. | | --- | --- || Period | Total number of shares (or units) purchased | Average price paid per share (or unit) | Total number of shares (or units) purchased as part of publicly announced plans or programs | Maximum number (or approximate dollar value) of shares (or units) that may be yet purchased under the plans or programs | | --- | --- | --- | --- | --- | | December 1, 2025—December 31, 2025 | — | — | — | — | | November 1, 2025—November 30, 2025 | — | — | — | — | | October 1, 2025—October 31, 2025 | — | — | — | — | | September 1, 2025—September 30, 2025 | — | — | — | — | | August 1, 2025—August 31, 2025 | — | — | — | — | | July 1, 2025—July 31, 2025 | — | — | — | — | | June 1, 2025—June 30, 2025 | — | — | — | — | | May 1, 2025—May 31, 2025 | 4,000 (1) | R$1.06 | 4,000 (2) | — | | April 1, 2025—April 30, 2025 | — | — | — | — | | March 1, 2025—March 31, 2025 | — | — | — | — | | February 1, 2025—February 28, 2025 | — | — | — | — | | January 1, 2025—January 31, 2025 | — | — | — | — | | Total | 4,000 | R$1.06 | 4,000 | 9,121,808 (3) | | (1) | Reflects the number of preferred shares repurchased during the relevant month, which has not been adjusted to reflect the impact of the Conversion, the First Reverse Share Split or the Second Reverse Share Split. | | --- | --- | | (2) | Repurchased pursuant to a share buyback program approved by our board of directors on May 10, 2024 (the “2024/2025 Share Buyback Program”). The 2024/2025 Share Buyback Program authorized the repurchase of up to 1,300,000 preferred shares (which number of preferred shares has not been adjusted to reflect the impact of the Conversion, the First Reverse Share Split or the Second Reverse Share Split) during the period commencing on May 10, 2024 and ending on September 10, 2025. The 2024/2025 Share Buyback Program expired on September 10, 2025 and no further shares can be repurchased thereunder. | | (3) | Reflects the maximum number of common shares that can be purchased under the Share Buyback Program (as defined below) that was approved by our board of directors on March 26, 2026 and such number of common shares is presented after giving effect to the Second Reverse Share Split. Further information in relation to the Share Buyback Program is set forth below this table. |

On March 26, 2026, our board of directors approved, upon the recommendation of the Strategy Committee, a share buyback program (the “Share Buyback Program”). The Share Buyback Program permits the Company to purchase up to 2.5% of our common shares outstanding as of March 26, 2026 (which is equivalent to approximately 9,121,808 common shares after giving effect to the Second Reverse Share Split). The Share Buyback Program permits the purchase of common shares during the 18 month period commencing on March 26, 2026.

The Share Buyback Program aims to provide greater strategic flexibility in the management of our share capital, permitting the purchase of common shares, on a stock exchange, at market prices, without a reduction in our share capital. Any purchases of common shares pursuant to the Share Buyback Program shall be made at prevailing market prices in purchase transactions carried out on the B3.

Common shares acquired by us pursuant to the Share Buyback Program are permitted to: (i) remain in treasury for subsequent use by us in connection with share-based compensation programs that have been approved at a general meeting of our shareholders (as of the date of this annual report, the only such program is the MIP), (ii) be resold by us from time to time, and (iii) be used in other transactions (including the cancellation of such common shares), subject to us obtaining the relevant corporate approvals, and in each case, subject to compliance with the applicable law and regulation.

We have discretion as to whether or not we purchase any common shares pursuant to the Share Buyback Plan, and the timing of any such purchases. The timing of any such purchases will depend on a number of factors, including prevailing market prices for our common shares and prevailing market conditions.

As of the date of this annual report, we have not purchased any common shares pursuant to the Share Buyback Program.

F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

Azul S.A.	211

G.CORPORATE GOVERNANCE

If and when our ADSs are listed on the NYSE as a foreign private issuer, we would be permitted to follow our home country’s corporate governance practices in lieu of most of the NYSE’s corporate governance listing standards. Pursuant to Section 303A.11 of the Listed Company Manual of the NYSE, we would be required to provide a summary of the significant ways in which our corporate governance practices differ from those required for U.S. companies under the NYSE listing standards. The table below discloses the significant differences between our corporate governance practices and the NYSE.

NYSE Standards	Our Corporate Governance Practices
Director Independence. Majority of board of directors must be independent. §303A.01	Director Independence. A majority of our board of directors qualify as independent directors under the listing rules of the Brazilian stock exchange and under Section 303A.02 of the Listed Company Manual of the NYSE.
Executive Sessions. Non-management directors must meet regularly in executive sessions without management. Independent directors should meet alone in an executive session at least once a year. §303A.03	Executive Sessions. Our corporate governance practices do not require non-management directors to meet regularly in executive sessions without management and independent directors are not required to meet alone in an executive session at least once a year.	212	Azul S.A.
---	---	NYSE Standards	Our Corporate Governance Practices
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Nominating/Corporate Governance Committee. Nominating/corporate governance committee of independent directors is required. The committee must have a charter specifying the purpose, duties and evaluation procedures of the committee.	Governance Committee. We have an Environmental, Social and Governance Committee, or simply “ESG Committee”, which covers specific competencies to improve the implementation and maintenance of best market practices, like (i) develop and oversee the ESG plan, ensuring action plans are integrated and align with internal procedures for implementation; (ii) assist the executive team in updating the Company's Code of Ethics and Conduct; (iii) advise on joining or continuing participation in national or international ESG-related agreements; and (iv) help prepare and update reports showing the Company's ESG efforts to stakeholders.<br><br>The ESG Committee consisting of four members, two of whom must qualify as independent directors under the listing rules of the Brazilian stock exchanges, that are elected by and report directly to our board of directors.<br><br>The purpose, roles, duties and procedures of the ESG Committee are specified by the ESG Committee’s Internal Regulations, which are subject to approval by our Strategy Committee. The Strategy Committee may also approve any amendments to such Internal Regulations.
Compensation Committee. Compensation committee of independent directors is required, which must evaluate and approve executive officer compensation. The committee must have a charter specifying the purpose, duties and evaluation procedures of the committee.	Compensation Committee. We have a Compensation Committee consisting of three members, two of whom must qualify as independent directors under the listing rules of the Brazilian stock exchanges, that are elected by and report directly to our board of directors. The purpose, roles, duties and procedures of the Compensation Committee are (i) reviewing corporate goals; and (ii) evaluating certain executive compensation arrangements as well as the performance of key executives.<br><br>The purpose, roles, duties and procedures of the Compensation Committee are specified by the Compensation Committee’s Internal Regulations, which are subject to approval by our Strategy Committee. The Strategy Committee may also approve any amendments to such Internal Regulations.	Azul S.A.	213
---	---	NYSE Standards	Our Corporate Governance Practices
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Audit Committee. Audit committee satisfying the independence and other requirements of Exchange Act Rule 10A-3 and the more stringent requirements under the NYSE standards is required. §§303A.06, 303A.07	Audit Committee. We have an Audit Committee composed of three members who are elected by our board of directors and, according to our bylaws, a majority of which must be independent members. The members are appointed for a two-year term of office, being permitted reelection, with a limit of ten consecutive years in office. Upon reaching the ten consecutive year limit, members will become eligible to serve on this committee again after three years from the end of his or her last term of office. The Audit Committee is responsible for: (i) advising our board of directors regarding the selection of independent auditors; (ii) reviewing the scope of the audit and other services provided by our independent auditors; (iii) evaluating and monitoring related party transactions; and (iv) evaluating our internal controls, among other things.<br><br>All of our Audit Committee members qualify as independent under the listing rules of the Brazilian stock exchanges and at least one member of the audit committee is an audit committee “financial expert” within the meaning of the SEC rules and regulations.<br><br>The purpose, roles, duties and procedures of the Audit Committee are specified by the Audit Committee’s Internal Regulations, which are subject to approval by our Strategy Committee. The Strategy Committee may also approve any amendments to such Internal Regulations.
Equity Compensation Plans. Equity compensation plans require shareholder approval, subject to limited exemptions. §§303A.08 & 312.03	Equity Compensation Plans. Our equity based compensation plans require shareholder approval. Our Strategy Committee has authority to organize, manage, and interpret equity-based incentive plans approved by the general shareholders’ meeting (assembleia geral de acionistas), to resolve situations not contemplated in such plans or disputes related thereto, as well as to approve grants to our directors, officers, employees, and service providers under the long-term incentive plans and those of our subsidiaries, subject to the terms and conditions approved by the general shareholders’ meeting (assembleia geral de acionistas), as applicable.
Shareholder Approval for Issuance of Securities. Issuances of securities (1) that will result in a change of control of the issuer, (2) that are to a related party or someone closely related to a related party, (3) that have voting power equal to at least 20% of the outstanding common stock voting power before such issuance or (4) that will increase the number of shares by at least 20% of the number of outstanding shares before such issuance require shareholder approval. §§312.03(b)-(d)	Shareholder Approval for Issuance of Securities. Issuances of securities require shareholder approval by absolute majority vote, with certain limited exceptions provided for in our bylaws.	214	Azul S.A.
---	---	NYSE Standards	Our Corporate Governance Practices
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Code of Business Conduct and Ethics. Corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver for directors or executive officers. The code must contain compliance standards and procedures that will facilitate the effective operation of the code. §303A.10	Code of Business Conduct and Ethics. Our Code of Ethics and Conduct, or the Code, last updated and approved by the board of directors on August 10, 2023, sets forth the ethical principles and standards of conduct that guide the businesses and decisions of the Company. The Code contains policies, standards, reporting procedures and other compliance procedures and established the Ethics and Conduct Committee and Canal Confidencial (the whistleblower channel) to provide full transparency to and intensify the dissemination of the Code. The Ethics and Conduct Committee is responsible for the management of the Code, ensuring its compliance and adequacy to the reality of the business environment of Azul. The Canal Confidencial consists of a direct communications platform that can be used by Crewmembers to solve any doubts, obtain clarifications or file reports.
Conflicts of Interest. Determination of how to review and oversee related party transactions is left to the listed company. The audit committee or comparable body, however, could be considered the forum for such review and oversight. §307.00. Certain issuances of common stock to a related party require shareholder approval. §312.03(b)	Conflicts of Interest. Conflicts of interest and related party transactions are governed by the Related-Party Transactions Policy of Azul, which was approved by our board of directors in November 2017, and amended in November 2019. The policy sets forth the reporting requirements of key management, the review and oversight procedures of the legal department, the standards of evaluation and approval of related party transactions by the legal department or board of directors, including the Audit Committee and ESG Committee, as applicable, the required disclosure of certain related party transactions, and penalties for noncompliance with the policy. The policy also prohibits certain related party transactions and exempts certain other transactions from the requirements of the policy.
Solicitation of Proxies. Solicitation of proxies and provision of proxy materials is required for all meetings of shareholders. Copies of such proxy solicitations are to be provided to NYSE. §§402.00 & 402.04	Solicitation of Proxies. The solicitation of proxies and provision of proxy materials for the general shareholders’ meeting are governed by the Brazilian Corporations Law, our bylaws and the listing agreement signed with the NYSE.

H.MINE SAFETY DISCLOSURE

Not applicable.

I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

J.INSIDER TRADING POLICIES

The Company has adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of the Company’s securities by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to the Company. Such policies and procedures are included in the Company’s policy entitled “Disclosure of Material Act or Fact and Securities Trading Policy of Azul S.A.” which is filed as Exhibit 11(b) to this annual report.

Azul S.A.	215

K.CYBERSECURITY

Cybersecurity Risk Management and Strategy

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws.

Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes and are based on best practices provided by international standards such as the National Institute of Standards and Technology ("NIST"), European Union Agency for Cybersecurity (“ENISA”), Cloud Security Alliance (“CSA”), ISO/IEC 27001, ISO/IEC 27701 and comply with applicable local data privacy legislation and the Sarbanes-Oxley Act. Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, internal IT audit, IT security, governance, risk and compliance reviews. To defend, detect and respond to cybersecurity incidents, we, among other things: (i) conduct proactive privacy and cybersecurity reviews of systems and applications, (ii) audit applicable data policies, (iii) perform penetration testing using external third-party tools and techniques to test security controls, continuously and automated testing and validating cybersecurity defenses against threats in real time, helping to reduce exposure and prioritize remediation efforts. We also rely on the support of PwC (a multinational auditing and business consulting firm) for internal auditing for SOC, 24x7 monitoring and IT assets, (iv) conduct employee training, (v) monitor emerging laws and regulations related to data protection and information security (including our consumer products) and (vi) implement appropriate changes.

We have implemented incident response and breach management processes which have the following stages: (i) preparation, (ii) identification and reporting, (iii) initial analysis, registration and appointment of the incident response team, (iv) prioritization of the incident, (v) containment, remediation and recovery and (vi) post-incident activities. Such incident responses are overseen by the Incident Management Team. Security events and data incidents are evaluated, ranked by severity and prioritized for response and remediation. Incidents are evaluated to determine materiality as well as operational and business impact, and reviewed for privacy impact. Incidents that may have severe impacts on the company will be addressed in accordance with the Cyber Crisis Response Plan.

We also conduct exercises to simulate responses to cybersecurity incidents. Our team of cybersecurity professionals then collaborate with technical and business stakeholders across our business units to further analyze the risk to the company, and form detection, mitigation and remediation strategies. As part of the above processes, we regularly engage external auditors and consultants to assess our internal cybersecurity programs and compliance with applicable practices and standards.

Our risk management program includes thorough third-party risk assessments, now conducted using our internal methodology. To maintain consistent evaluation accuracy and completeness, our overarching cybersecurity maturity assessments continue to leverage the AON framework and align with NIST CSF 2.0 and ISO/IEC 27001. This approach ensures robust evaluation of cybersecurity risks associated with third-party service providers, potential fourth-party risks, and the handling of sensitive data.

We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “We depend significantly on automated systems and any cyberattacks, breakdown, hacking or changes in these systems may adversely affect us” included as part of our risk factor disclosures at Item 3D of this annual report.

Cybersecurity Governance

Cybersecurity is an important part of our risk management processes and an area of focus for our board of directors and management.

216	Azul S.A.

Board Oversight

The Information Security Management System (ISMS) established to safeguard the critical information assets of our company. The ISMS operates under the oversight of the Corporate Risks and Compliance Department, represented by the Director Robson Braga da Costa.

The ISMS is designed with a comprehensive approach to information security, encompassing four key teams:

•Governance, Risk Management, and Compliance (GRC): This team establishes the overarching security framework, including policies, procedures, and standards. They conduct risk assessments, ensuring compliance with relevant regulations and industry best practices.

•Cybersecurity (CIS): This team takes a proactive approach to defending our systems and data from cyber threats. They deploy firewalls, intrusion detection/prevention systems, and vulnerability management programs. Additionally, they conduct security awareness training for employees.

•Data Protection & Privacy (DPP): This team ensures the airline meets all data protection and privacy regulations. They manage data classification, implement data loss prevention (DLP) solutions, and oversee incident response procedures in case of data breaches.

Reporting and Oversight

The Information Security team reports directly to the Corporate Risks and Compliance Director, providing regular updates on security posture, identified risks, and implemented controls. Our board of directors receives periodic reports on ISMS effectiveness, ensuring alignment with the organization's overall strategy and risk management framework.

The structured approach to Information Security scope

Comprehensive Security: Addresses information security from all angles, including governance, risk, compliance, identity, access control, cyber threats, and data protection.

Centralized Management: Provides a single point of accountability for information security within the Corporate Risks and Compliance Department.

Risk-Based Approach: Focuses resources on the most critical risks to the airline's information assets.

Alignment with Regulations: Ensures compliance with relevant data protection and privacy regulations.

Improved Security Culture: Fosters a culture of security awareness across the organization.

We believe that the ISMS structure we have implemented provides a robust framework for protecting our airline's sensitive information. The dedicated teams and clear reporting structure ensure a proactive approach to information security, minimizing risks and safeguarding valuable data assets.

Azul reinforces that has not experienced any material cybersecurity incident recently and continues to monitor and continually seeks to improve its security measures.

Azul S.A.	217

ITEM 17. FINANCIAL STATEMENTS

We have responded to Item 18 in lieu of responding to this Item.

ITEM 18. FINANCIAL STATEMENTS

See our audited consolidated financial statements beginning on page F-1.

ITEM 19. EXHIBITS

Exhibit Number	Description
1.1*	Bylaws of the Registrant (e statuto s ocial ) (English translation) (previously filed as Exhibit 99.1 of Form 6-K (File No. 001-38049) as filed with the SEC on February 20 , 2026, and incorporated by reference herein)
2.d**	Description of the Securities
2.1*	Deposit Agreement entered into among the Registrant, Citibank N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder, including the form of American Depositary Receipt annexed thereto as Exhibit A, and Amendment No. 1 to the Deposit Agreement (previously filed as Exhibit 99(a)(i) and Exhibit 99(a)(ii) of Form F-6 (File No. 333-263414) as filed with the SEC on January 26, 2026, and incorporated by reference herein)
2.2**	Debtors’ Joint Chapter 11 Plan of Reorganization, as confirmed by the Bankruptcy Court on December 19, 2025
2.3**	Indenture, dated as of February 6, 2026, among Azul Secured Finance LLP, Azul S.A., Azul IP Cayman Ltd., Azul IP Cayman Holdco Ltd., Azul Linhas Aéreas Brasileiras S.A., IntelAzul S.A., ATS Viagens e Turismo Ltda., Azul Conecta Ltda., UMB Bank, National Association, and Lumen Trust Ltda. in connection with the 9.875% Senior Secured Notes due 2031
4.1†*	A320 NEO Purchase Agreement, dated as of October 24, 2014, between Airbus S.A.S. and Azul Finance LLC., including Amendment No. 1 to the A320 NEO Purchase Agreement, dated as of December 21, 2015. (previously filed as Exhibit 10.9 of Pre-Effective Amendment No. 1 to our registration statement on Form F-1 (File No. 333-215908) as filed with the SEC on March 3, 2017 and incorporated by reference herein)
4.2†*	Amendment No. 2 to the A320 NEO Purchase Agreement dated as of July 20, 2018; Amendment No. 3 to the A320 NEO Purchase Agreement, dated as of July 20, 2018 (previously filed as Exhibit 4.6.1 to Form 20-F/A (File No. 001-38049) as filed with the SEC on July 18, 2019 and incorporated by reference herein)
4.3†*	Amendment No. 4 to the A320 NEO Purchase Agreement, dated as of December 26, 2019, Amendment No. 5 to the A320 NEO Purchase Agreement, dated as of December 26, 2019, Amendment No. 6 to the A320 NEO Purchase Agreement, dated as of August 28, 2020 (previously filed as Exhibit 4.4.2 to Form 20-F (File No.001-38049) as filed with the SEC on April 30, 2021 and incorporated by reference herein)
4.4†**	Amendment No. 7 dated as of April 30, 2021 to the A320 NEO Purchase Agreement, dated as of October 24, 2014, between Airbus S.A.S. and Azul Finance LLC
4.5†**	Amendment No. 8 dated as of October 28, 2021 to the A320 NEO Purchase Agreement, dated as of October 24, 2014, between Airbus S.A.S. and Azul Finance LLC
4.6†**	Amendment No. 9 dated as of July 21, 2022 to the A320 NEO Purchase Agreement, dated as of October 24, 2014, between Airbus S.A.S. and Azul Finance LLC
4.7†**	Amendment No. 10 dated as of June 20, 2023 to the A320 NEO Purchase Agreement, dated as of October 24, 2014, between Airbus S.A.S. and Azul Finance LLC
4.8†**	Amendment No. 11 dated as of May 24, 2024 to the A320 NEO Purchase Agreement, dated as of October 24, 2014, between Airbus S.A.S. and Azul Finance LLC
4.9†**	Amendment No. 12 dated as of October 9, 2024 to the A320 NEO Purchase Agreement, dated as of October 24, 2014, between Airbus S.A.S. and Azul Finance LLC
4.10†**	Amendment No. 13 dated as of May 7, 2025 to the A320 NEO Purchase Agreement, dated as of October 24, 2014, between Airbus S.A.S. and Azul Finance LLC	218	Azul S.A.
---	---	4.11†**	Amendment No. 14 dated as of December 19, 2025 to the A320 NEO Purchase Agreement, dated as of October 24, 2014, between Airbus S.A.S. and Azul Finance LLC
---	---
4.12†**	Amended and Restated Purchase Agreement COM0384-14, dated as of November 26, 2025, between Embraer S.A. and Azul Finance 2 LLC
4.13†*	A330 NEO Purchase Agreement, dated as of October 28, 2022, between Airbus S.A.S. and Azul Finance LLC. (previously filed as Exhibit 4.162 to Form 20-F (File No. 001-38049) as filed with the SEC on April 29, 2025 and incorporated by reference herein)
4.14†*	Amendment No. 1 to the A330 NEO Purchase Agreement, dated as of January 9, 2023, between Airbus S.A.S. and Azul Finance LLC (previously filed as Exhibit 4.17 to Form 20-F (File No. 001-38049) as filed with the SEC on April 29, 2025 and incorporated by reference herein)
4.15†*	Amendment No. 2 to the A330 NEO Purchase Agreement, dated as of June 20, 2023, between Airbus S.A.S. and Azul Finance LLC (previously filed as Exhibit 4.18 to Form 20-F (File No. 001-38049) as filed with the SEC on April 29, 2025 and incorporated by reference herein)
4.16†*	Amendment No. 3 to the A330 NEO Purchase Agreement, dated as of July 19, 2024, between Airbus S.A.S. and Azul Finance LLC (previously filed as Exhibit 4.19 to Form 20-F (File No. 001-38049) as filed with the SEC on April 29, 2025 and incorporated by reference herein
4.17†*	Amendment No. 4 to the A330 NEO Purchase Agreement, dated as of October 9, 2024, between Airbus S.A.S. and Azul Finance LLC (previously filed as Exhibit 4.20 to Form 20-F (File No. 001-38049) as filed with the SEC on April 29, 2025 and incorporated by reference herein)
4.18†**	Amendment No. 5 dated as of January 24, 2025 to the A330 NEO Purchase Agreement, dated as of October 28, 2022, between Airbus S.A.S. and Azul Finance LLC
4.19†**	Amendment No. 6 dated as of December 19, 2025 to the A330 NEO Purchase Agreement, dated as of October 28, 2022, between Airbus S.A.S. and Azul Finance LLC
4.20†**	Agreement for the Supply of Petroleum-derived Aviation Products, dated as of September 15, 2022, by and among Raízen S.A., Azul Linhas Aéreas Brasileiras S.A. and Azul Conecta Ltda.
4.21†*	Subscription Warrants issued by the Registrant to the Gen eral Unse cured Claims Tr ust on February 19, 2026 , to American Airlines, Inc., United Airlines, Inc. and the Additional Investment Warrant Holdershttps://www.sec.gov/Archives/edgar/data/1432364/000129281426000477/azul20260223_6k.htmname d thereunder (previously filed as Exhibit s 99.1 , 99.2 and 99.3 of Form 6-K (File No. 001-38049) as filed with the SEC on February 23, 2026 , and incorporated by reference herein)
4.22†**	Warrant Agreement, dated as of February 19, 2026, between Azul S.A. and the General Unsecured Claims Trust Agreement
4.23†**	Warrant Agreement dated as of February 17, 2026, among Azul S.A., United Airlines, Inc., and the Additional Investment Holders parties thereto
4.24†**	Warrant Agreement dated as of February 17, 2026, between Azul S.A. and American Airlines, Inc.
4.25**	EBITDAR-Linked Contingent Value Right Agreement, dated as of February 19, 2026, between Azul S.A. and U.S. Bank Trust National Association
4.26**	General Unsecured Claims Trust Agreement, dated as of February 19, 2026, among Azul S.A., the other Debtors parties thereto, and U.S. Bank Trust National Association
4.27†**	Registration Rights Agreement, dated as of February 20, 2026, between Azul S.A. and the Holders named therein
4.28†**	Amendment Agreement dated July 8, 2025 amending the Agreement for the Supply of Petroleum-derived Aviation Products, dated as of September 15, 2022, by and among Raízen S.A., Azul Linhas Aéreas Brasileiras S.A. and Azul Conecta Ltda.
4.29*	Management Inventive Plan of the Registrant (previously filed as Exhibit 99.2 of Form 6-K (File No. 001-38049) as filed with the SEC on February 19, 2026, and incorporated by reference herein)
8.1**	List of subsidiaries of the Company
11(b)*	Disclosure of Material Act or Fact and Securities Trading Policy of Azul S.A. (previously filed as Exhibit 11(b) to Form 20-F (File No. 001-38049) as filed with the SEC on April 29, 2025 and incorporated by reference herein)
12.1**	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2**	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1**	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97*	Dodd-Frank Clawback Policy adopted by Azul S.A. (previously filed as Exhibit 97 to Form 20-F (File No. 001-38049) as filed with the SEC on May 15, 2024 and incorporated by reference herein)
101.SCH	Inline XBRL Taxonomy Extension Schema Document	Azul S.A.	219
---	---	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
---	---
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	(*)	Previously filed.
---	---
(**)	Filed herewith.
†	Certain identified confidential information has been redacted from this exhibit because it is both not material and is the type that Azul S.A. treats as private or confidential.	220	Azul S.A.
---	---

Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this annual report on its behalf.

Azul S.A.
By:	/s/ John Peter Rodgerson
	Name: John Peter Rodgerson
	Title: Chief Executive Officer
By:	/s/ Alexandre Wagner Malfitani
	Name: Alexandre Wagner Malfitani
	Title: Chief Financial Officer and Investor Relations Officer

Barueri/SP, Brazil

April 2, 2026

Azul S.A.	221
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Azul S.A.

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

with Reports of Independent Registered Public Accounting Firm

Azul S.A.	Consolidated Financial Statements	F-1
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Index to Financial Statements

	Page
Reports of Independent Registered Public Accounting Firm by Grant Thornton Auditores Independentes Ltda. (PCAOB ID: 5270)	F-3
Reports of Independent Registered Public Accounting Firm by Ernst & Young Auditores Independentes S/S Ltda. (PCAOB ID: 1448)	F-8
Consolidated Statements of Financial Position	F-9
Consolidated Statements of Operations	F-11
Consolidated Statements of Comprehensive Loss	F-12
Consolidated Statements of Changes in Equity	F-13
Consolidated Statements of Cash Flows	F-14
Notes to the Consolidated Financial Statements	F-16
F-2	Consolidated Financial Statements	Azul S.A.
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Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders Azul S.A.

Opinion on the consolidated financial statements

We have audited the accompanying consolidated statements of financial position of Azul S.A. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of loss, comprehensive loss, changes in shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2025 and the related notes (collectively referred to the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years then ended, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO"), and our report dated April 2, 2026 expressed an unqualified opinion.

We also have audited the adjustments to the 2023 consolidated financial statements to retrospectively apply the shares and basic and diluted net loss per share attributable to equity holders of Azul S.A., for the restructuring plan conducted under Chapter 11 proceeding, as described in Note 31. The adjustments have been applied using the Exchange Ratio established in the restructuring plan. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2023 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 consolidated financial statements taken as a whole.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

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Critical audit matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue from passenger transport (including breakage)

As described further in Note 33 to the consolidated financial statements, the Company recognizes passenger transportation revenue when the related service is actually rendered. Tickets sold but not yet flown are recorded under “Air traffic liability and loyalty program,” net of the estimated breakage of unused tickets. This process is highly dependent on information technology systems and involves significant and complex management assumptions and judgments, such as expectations regarding ticket expiration and patterns of unused tickets, which increase the risk of material misstatement in revenue recognition. Given the materiality of the amounts involved and the level of judgment required in measuring breakage, we determined that this matter required significant attention in our audit and, consequently, it was again considered a key audit matter.

The principal considerations for our determination that auditing revenue from passenger transport (including breakage) is a critical audit matter is that auditing revenue recognition of passenger transport and the complex estimates used by management requires a high degree of auditor judgment.

Our audit procedures related to revenue from passenger transport (including breakage) included the following, among others:

•We obtained an understanding of the automated IT internal controls used by management for recording and monitoring passenger transportation revenue, as well as the system parameters applied to estimate revenue arising from the expiration of unused tickets (breakage);

•We performed analytical audit procedures using an automated audit tool (Audit Data Analytics – ADA) to identify patterns, significant variances, and potential inconsistencies in passenger transportation revenue;

•On a sample basis of selected flights, we performed boarding observations to verify passenger embarkation and the corresponding revenue recording in the Company’s systems;

•We performed substantive tests, also on a sample basis, to verify whether revenue transactions were adequately supported by evidence and properly recognized;

•We challenged the assumptions used by management to calculate breakage, with the support of our internal actuarial specialists, assessing the reasonableness of the model adopted, the historical data utilized, and the consistency of the assumptions applied by management;

•We evaluated whether the disclosures presented in the notes to the financial statements were clear, complete, and consistent with the information obtained during the audit and with the representations provided by management.

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Going Concern Assessment

As described further in Note 2 to the consolidated financial statements, the financial statements were prepared using the going concern assumption, based on management’s assessment that the Company will continue to operate for the foreseeable future, and for at least twelve months from the financial statement date. This assessment considers that management has no intention to liquidate the Company or cease its operations and that it has plans and actions in place capable of supporting its continued operations.

Although the Company reported net income of R$124,858 thousand for the year ended December 31, 2025, as of that same date it had a negative shareholders’ equity of R$29,038,062 thousand, as well as an excess of current liabilities over current assets amounting to R$23,169,625 thousand. As disclosed in the accompanying notes, management has implemented and continues to pursue actions and plans aimed at restoring its capital structure, improving liquidity, and sustaining its operations.

The going concern assessment involves the use of assumptions and cash flow projections that require significant and subjective management judgment, particularly with respect to cash generation capacity, macroeconomic assumptions, timing of funding initiatives, and the execution of plans contemplated in ongoing renegotiations with creditors, among other actions which form part of the ongoing restructuring plan. Accordingly, due to the level of judgment involved, combined with the materiality of the balances and the financial indicators observed, this matter was again considered one of the key audit matters for our current‑year audit.

The principal consideration for our determination that the going concern assessment is a critical audit matter is that evaluating the appropriateness of the significant judgments and estimates in the Company’s cash flow projections requires a high degree of auditor judgment.

Our audit procedures related to the going concern assessment included the following, among others:

•We evaluated the ability of the Company and its subsidiaries to continue their operations for the foreseeable future, based on the information and evidence provided by management;

•We reviewed the methodology and assumptions used by management in the going concern assessment for the twelve‑month period from the financial statement date (individual and consolidated), as well as the related cash flow projections, including the assessment of relevant subsequent events up to the date of issuance of the individual and consolidated financial statements;

•With the support of our internal corporate finance specialists, we assessed the assumptions used in cash flow projections, considering realized results and the consistency of projections and performance observed in prior periods;

•We analyzed ongoing restructuring activities, cost‑reduction initiatives, and the expected profitability over the twelve‑month horizon in order to support the Company’s ability to continue operating;

•We reviewed the debt renegotiation schedule and the feasibility of future financing sources when available; and

•We evaluated whether the disclosures in the notes to the financial statements were adequate, consistent, and complete in relation to the information and representations obtained during the audit.

/s/ Grant Thornton Auditores Independentes Ltda.

We have served as the Company’s auditor since 2024.

Campinas, Brazil

April 2, 2026

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Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Azul S.A.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Azul S.A. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control – Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated on April 2, 2026, expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Internal Control over Financial Reporting” in Management’s Discussion and Analysis”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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/s/ Grant Thornton Auditores Independentes Ltda.

Campinas, Brazil

April 2, 2026

Azul S.A.	Report of Independent Registered Public Accounting	F-7
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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Azul S.A.

Opinion on the Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the change in earnings (loss) per share described in Note 31, the consolidated statements of operations, comprehensive loss, changes in equity and cash flows of Azul S.A. (the Company) for the year ended December 31, 2023, and the related notes (the 2023 consolidated financial statements, before the effects of the adjustments discussed in Note 31, are not presented herein). In our opinion, the 2023 consolidated financial statements, before the effects of the adjustments to retrospectively apply the change in earnings (loss) per share described in Note 31, present fairly, in all material respects, the Company’s results of its operations and its cash flows for the year ended December 31, 2023, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

Change in the earnings (loss) per share

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in earnings (loss) per share described in Note 31 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by Grant Thornton Auditores Independentes Ltda.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young Auditores Independentes S/S Ltda.

We served as the Company’s auditor from 2009 to 2024.

São Paulo, Brazil

May 15, 2024

F-8	Report of Independent Registered Public Accounting	Azul S.A.
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Consolidated Statements of Financial Position
As of December 31, 2025 and 2024
(In thousands of Brazilian reais – R$)				December 31,
---	---	---	---
Assets	Note	2025	2024
Current assets
Cash and cash equivalents	6	991,644	1,210,009
Short-term investments	7	26,286	71,898
Accounts receivable	8	2,722,742	1,775,374
Inventories	9	972,532	943,578
Deposits	10	502,085	328,876
Taxes recoverable	11	208,354	203,951
Advances to suppliers	12	371,594	274,282
Other assets	13	508,289	850,052
Total current assets		6,303,526	5,658,020
Non-current assets
Long-term investments	7	—	1,040,454
Accounts receivable	8	29,452	—
Deposits	10	2,377,624	3,063,786
Taxes recoverable	11	46,509	36,136
Other assets	12	447,480	411,701
Property and equipment	15	2,772,299	3,034,554
Right-of-use assets	16	10,125,024	11,470,679
Intangible assets	17	1,536,000	1,559,613
Total non-current assets		17,334,388	20,616,923
Total assets		23,637,914	26,274,943

The accompanying notes are an integral part of these consolidated financial statements.

Azul S.A.	Consolidated Financial Statements	F-9
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Consolidated Statements of Financial Position
As of December 31, 2025 and 2024
(In thousands of Brazilian reais – R$)				December 31,
---	---	---	---
Liabilities and equity	Note	2025	2024
Current liabilities
Loans and financing	18	13,783,259	2,207,199
Leases	19	3,353,501	6,314,221
Convertible debt instruments	20	88,996	124,321
Accounts payable	21	3,931,201	4,147,225
Airport taxes and fees	23	899,605	584,739
Air traffic liability, services and loyalty program	24	6,240,689	6,326,057
Salaries and benefits	25	533,713	508,448
Taxes payable	26	144,007	125,055
Derivative financial instruments	22	—	65,375
Provisions	27	374,141	670,722
Other liabilities	29	124,039	268,935
Total current liabilities		29,473,151	21,342,297
Non-current liabilities
Loans and financing	18	9,276,345	12,774,218
Leases	19	9,357,562	15,064,626
Convertible debt instruments	20	308,370	1,058,047
Accounts payable	21	948,543	1,162,396
Airport taxes and fees	23	711,032	792,680
Taxes payable	26	193,581	198,898
Provisions	27	1,400,534	3,508,314
Other liabilities		1,006,858	808,737
Total non-current liabilities		23,202,825	35,367,916
Equity	30
Issued capital		7,131,859	2,315,628
Unpaid capital		(71,034)	—
Capital reserve		(1,408,711)	2,066,023
Treasury shares		(1,433)	(4,334)
Other comprehensive income		4,903	5,917
Accumulated losses		(34,693,646)	(34,818,504)
		(29,038,062)	(30,435,270)
Total liabilities and equity		23,637,914	26,274,943

The accompanying notes are an integral part of these consolidated financial statements.

F-10	Consolidated Financial Statements	Azul S.A.
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Consolidated Statements of Operations
Years ended December 31, 2025, 2024 and 2023
(In thousands of Brazilian reais – R$, except basic and diluted loss per share)
		Years ended December 31,
---	---	---	---	---
	Note	2025	2024	2023
Passenger revenue		19,997,726	18,123,135	17,227,728
Other revenues		1,642,667	1,403,073	1,326,697
Total revenue	33	21,640,393	19,526,208	18,554,425
Aircraft fuel		(5,710,291)	(5,583,503)	(5,890,485)
Salaries and benefits		(2,693,363)	(2,722,872)	(2,408,364)
Airport taxes and fees		(1,266,186)	(1,074,818)	(1,059,258)
Auxiliary services for air transport		(956,933)	(872,481)	(807,563)
Maintenance		(824,058)	(789,222)	(898,282)
Advertising and publicity		(915,442)	(889,224)	(779,264)
Depreciation and amortization		(3,013,375)	(2,563,982)	(2,404,223)
Impairment and onerous contracts		—	143,790	245,636
Insurance		(100,401)	(79,588)	(89,492)
Renegotiations – Chapter 11		181,893	—	—
Breakage – GUC – Chapter 11		1,724,867	—	—
Restructuring costs – Chapter 11		(871,028)	—	—
Other (a)		(2,874,606)	(1,703,676)	(2,802,036)
		(17,318,923)	(16,135,576)	(16,893,331)
Operating profit		4,321,470	3,390,632	1,661,094
Financial income		904,083	239,058	220,141
Financial expenses		(10,295,119)	(5,247,414)	(5,608,771)
Derivative financial instruments, net		986,521	317,729	(238,458)
Foreign currency exchange, net		4,207,915	(7,890,179)	1,625,064
Financial result	34	(4,196,600)	(12,580,806)	(4,002,024)
Income (loss) before income tax and social contribution		124,870	(9,190,174)	(2,340,930)
Current income tax and social contribution	14	(12)	(723)	—
Deferred income tax and social contribution	14	—	39,526	(39,526)
Income (loss) for the year		124,858	(9,151,371)	(2,380,456)
Basic income (loss) per common share – R$ (as adjusted, see information in note 31)	31	0.16	(26.32)	(6.85)
Diluted income (loss) per common share – R$ (as adjusted, see information in note 31)	31	0.16	(26.32)	(6.85)

(a) At December 31, 2025, consider, mainly, expenses of professional services, lawsuits, rental, ACMI and technology services.

The accompanying notes are an integral part of these consolidated financial statements.

Azul S.A.	Consolidated Financial Statements	F-11
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Consolidated Statements of Comprehensive Loss
Years ended December 31, 2025, 2024 and 2023
(In thousands of Brazilian reais – R$)			Years ended December 31,
---	---	---	---
	2025	2024	2023
Profit (loss) for the year	124,858	(9,151,371)	(2,380,456)
Other comprehensive income to be reclassified<br>to profit or loss in subsequent periods:
Post-employment benefit	(1,014)	2,811	(2,175)
Total comprehensive income (loss)	123,844	(9,148,560)	(2,382,631)

The accompanying notes are an integral part of these consolidated financial statements.

F-12	Consolidated Financial Statements	Azul S.A.
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Consolidated Statements of Changes in Equity
Years ended December 31, 2025, 2024 and 2023
(In thousands of Brazilian reais – R$)		Description	Note	Share capital	Share capital to be paid in	AFAC (a)	Treasury shares	Capital reserve	Other comprehensive income	Accumulated losses	Total
---	---	---	---	---	---	---	---	---	---
At December 31, 2022		2,313,941	—	61	(10,204)	1,970,098	5,281	(23,286,677)	(19,007,500)
Loss for the year		—	—	—	—	—	—	(2,380,456)	(2,380,456)
Post-employment benefit		—	—	—	—	—	(2,175)	—	(2,175)
Total comprehensive income		—	—	—	—	—	(2,175)	(2,380,456)	(2,382,631)
Share buyback		—	—	—	(6,826)	—	—	—	(6,826)
Share-based payment (b)		880	—	728	7,989	59,512	—	—	69,109
At December 31, 2023		2,314,821	—	789	(9,041)	2,029,610	3,106	(25,667,133)	(21,327,848)
Loss for the year		—	—	—	—	—	—	(9,151,371)	(9,151,371)
Post-employment benefit	27	—	—	—	—	—	2,811	—	2,811
Total comprehensive income		—	—	—	—	—	2,811	(9,151,371)	(9,148,560)
Share repurchase, disposal and transfers	30	—	—	—	4,707	(7,303)	—	—	(2,596)
Share-based payment (b)	32	807	—	(789)	—	43,716	—	—	43,734
At December 31, 2024		2,315,628	—	—	(4,334)	2,066,023	5,917	(34,818,504)	(30,435,270)
Income for the year		—	—	—	—	—	—	124,858	124,858
Post-employment benefit	27	—	—	—	—	—	(1,014)	—	(1,014)
Total comprehensive income		—	—	—	—	—	(1,014)	124,858	123,844
Capital increase	30	4,816,231	(71,034)	—	—	—	—	—	4,745,197
Cost of issuing shares		—	—	—	—	(43,048)	—	—	(43,048)
Share-based payment (b)	—	—	—	—	—	70,718	—	—	70,718
Effect of fair value of shares issued (c)	30	—	—	—	—	(3,499,499)	—	—	(3,499,499)
Share repurchase and transfers	30	—		—	2,901	(2,905)	—	—	(4)
At December 31, 2025		7,131,859	(71,034)	—	(1,433)	(1,408,711)	4,903	(34,693,646)	(29,038,062)

(a) Advance for future capital increase.

(b) Refers to the receipt of the exercise of share options and the vesting of share-based compensation plans (Stock Options and RSU), net of income tax relating to the transfer of RSU.

The accompanying notes are an integral part of these consolidated financial statements.

F-13	Consolidated Financial Statements	Azul S.A.
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Consolidated Statements of Cash Flows
Years ended December 31, 2025, 2024 and 2023
(In thousands of Brazilian reais – R$)			Years ended December 31,
---	---	---	---
	2025	2024	2023
Cash flows from operating activities
Income (loss) for the year	124,858	(9,151,371)	(2,380,456)
Result reconciliation items
Depreciation and amortization	3,013,375	2,563,982	2,404,223
Gain (loss) from impairment	—	(143,790)	(245,636)
Derivative financial instruments, net	(986,521)	(317,729)	238,458
Share-based payment	70,779	43,455	71,643
Foreign currency exchange, net	(4,178,793)	7,736,026	(1,616,363)
Financial result	9,055,623	5,018,405	5,313,867
Breakage – GUC	(1,724,867)	—	—
Renegotiations – Chapter 11	(181,893)	—	—
Tax transaction	—	(252,968)	—
Provisions, net	1,035,676	(145,985)	(160,957)
Recovery of expenses and write‑offs of assets and liabilities	(393,278)	(855,441)	269,486
Result from modification of lease and provision	(2,830,356)	(221,391)	(204,017)
Result in the write-off of property and equipment, right of use and intangible assets	198,190	143,417	297,349
Deferred income tax and social contribution	—	(39,526)	39,526
Result of sale and sale and leaseback	(60,270)	(91,613)	6,356
Reconciled result	3,142,523	4,285,471	4,033,479
Changes in operating assets and liabilities
Accounts receivable	(1,041,466)	(292,029)	876,955
Aircraft sublease	—	—	19,485
Inventories	(61,037)	(159,409)	(153,502)
Deposits	(411,370)	(455,229)	(453,090)
Taxes recoverable	(160)	(20,284)	16,312
Derivative financial instruments, net	(46,822)	(101,767)	(137,998)
Other assets	(390,573)	(575,798)	(128,116)
Advances to suppliers			(2,888,463)
Accounts payable	(796,177)	855,534	2,795,585
Airport taxes and fees	129,590	79,824	227,996
Air traffic liability, services and loyalty program	8,122	1,409,877	1,134,387
Salaries and benefits	244,264	128,555	13,151
Taxes payable	(12,050)	77,881	(26,793)
Provisions	(605,141)	(423,132)	(237,456)
Other liabilities	94,507	50,679	72,589
Total changes in operating assets and liabilities	(2,888,313)	574,702	1,131,042
Interest paid
Loans and financing	(517,224)	(1,027,814)	(792,151)
Lease	(412,511)	(506,258)	(451,779)
Convertible debt instruments	(177,894)	(76,382)	(100,928)
Others	(379,103)	(462,695)	(379,972)
	(1,486,732)	(2,073,149)	(1,724,830)
Net cash provided (used) by operating activities	(1,232,522)	2,787,024	3,439,691
Cash flows from investing activities
Acquisition of short-term investments	(106,268)	(107,424)	—
Redemption of short-term investments	84,153	6,205	—
Restricted cash	—	—	6,145
Payment for acquisition of subsidiary	(5,924)	—	—
Cash received on sale of property and equipment	7,270	—	—
Proceeds from sale and leaseback	195,300	29,346	91,688
Acquisition of property and equipment	(198,415)	(681,329)	(464,354)
Acquisition of capitalized maintenance	(361,141)	(577,517)	(338,990)
Acquisition of intangible assets	(188,355)	(234,936)	(168,971)
Net cash used by investing activities	(573,380)	(1,565,655)	(874,482)
Cash flows from financing activities

The accompanying notes are an integral part of these consolidated financial statements.

F-14	Consolidated Financial Statements	Azul S.A.
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Consolidated Statements of Cash Flows
Years ended December 31, 2025, 2024 and 2023
(In thousands of Brazilian reais – R$)			Years ended December 31,
---	---	---	---
	2025	2024	2023
Loans and financing
Proceeds	7,423,172	3,209,990	4,733,292
Repayment	(2,277,964)	(1,723,166)	(1,907,123)
Costs	(390,166)	(104,903)	(486,658)
Reverse factoring	—	(496,286)	(831,477)
Repayment of leases	(3,054,270)	(2,803,166)	(2,353,262)
Convertible debt instruments	—	—	(542,496)
Cost of issuing shares	(43,048)	—	—
Capital increase	51,207	—	819
Advance for future capital increase	—	18	789
Treasury shares	(4)	(2,596)	(6,826)
Net cash provided (used) by financing activities	1,708,927	(1,920,109)	(1,392,942)
Exchange rate changes on cash and cash equivalents	(121,390)	11,413	56,721
Increase (decrease) in cash and cash equivalents	(218,365)	(687,327)	1,228,988
Cash and cash equivalents at the beginning of the year	1,210,009	1,897,336	668,348
Cash and cash equivalents at the end of the year	991,644	1,210,009	1,897,336	Azul S.A.	Consolidated Financial Statements	F-15
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Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

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”). The Company incorporated on January 3, 2008, and its core business comprises the operation of regular and non-regular airline passenger services, cargo or postal, passenger charter, provision of maintenance and hangarage services for aircraft, engines, parts and components, aircraft acquisition and lease, development of frequent-flyer programs, development of related activities and equity holding in other companies since the beginning of its operations on December 15, 2008.

The Company carries out its activities through its subsidiaries, mainly Azul Linhas Aéreas Brasileiras S.A. (“ALAB”) and Azul Conecta Ltda. (“Conecta”), which hold authorization from government authorities to operate as airlines and ATS Viagens e Turismo Ltda (“Azul Viagens”) for tourism services.

Azul’s shares are traded on B3 and are 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.

Azul is headquartered at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 8th floor, in the city of Barueri, state of São Paulo, Brazil.

1.1Organizational structure

The Company organizational structure as of December 31, 2025 is as follows:

| F-16 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

The table below lists the operational activities in which the Azul subsidiaries are engaged, as well as the ownership .

					% Equity interest
					December 31,
Company	Type of investment	Main activity	State	Country	2025		2024
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	%
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	%

1.2Seasonality

The Company’s operating revenues depend substantially 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 operating results between periods of the fiscal year.

Azul S.A.	Consolidated Financial Statements	F-17
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Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

2.GOING CONCERN

2.1Management Statement

The Company’s consolidated financial statements were prepared based on the going concern assumption, going to considers that the Company will maintain its operations in the normal course of business and will be able to meet its obligations as they become due.

Management assessed the Company’s ability to continue as a going concern considering a minimum horizon of 12 months from the authorization date for the issuance of these financial statements, including subsequent events occurring up to that date.

In carrying out this assessment, the following were considered:

• The business plan approved by the Board of Directors;

• The implementation of financial restructuring measures throughout 2025;

• The judicial confirmation of the Reorganization Plan in December 2025;

• The completion of the reorganization process in February 2026;

• The updated projections of cash flow and liquidity position.

Based on these analyses, even with the negative working capital, Management concluded that there are no relevant uncertainties that may raise significant doubt about the Company’s ability to continue operating in the foreseeable future, and therefore the use of the going concern assumption is appropriate.

Financial Restructuring and Chapter 11 Process

Context and Start of the Process

During the first quarter of 2025, the Company implemented measures aimed at improving its liquidity and reducing leverage, including renegotiations with financial creditors, lessors, and suppliers, as well as a public offering of shares and the partial restructuring of debt instruments.

On May 28, 2025, the Company initiated a voluntary financial reorganization process under Chapter 11 of the U.S. Bankruptcy Code, with the objective of:

• Significantly reducing its indebtedness;

• Adjusting lease agreements;

• Strengthening its liquidity;

• Restructuring its capital structure and governance.

During the process, the Company entered into an agreement related to the General Unsecured Claims (“GUC”), which correspond to unsecured, non‑priority claims represented by the Official Committee of Unsecured Creditors (“UCC”), and the following terms were defined in the Plan:

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•creditors with claims exceeding US$12.5 million may choose to receive a portion of a total of US$20 million in cash or participate in the “Fundo GUC”, which provides subscription warrants of up to 5.5% of the Company’s share capital, subject to the Company’s market value, in addition to additional payments tied to future financial performance and coverage of certain administrative expenses;

•creditors with claims below US$12.5 million will receive a portion of a total of US$3.0 million; and

•specific negotiations were established with strategic suppliers.

The process also received support from key creditors, lessors, and strategic investors. Debtor-in-Possession (DIP) financing was obtained, intended for refinancing certain obligations and strengthening liquidity during the reorganization period.

Throughout the process, the Company maintained its operations in the normal course of business.

Plan Confirmation

On December 12, 2025, the court approved the Reorganization Plan (“Plan”), representing an important and binding milestone in the process.

The Plan included, among other aspects:

• Conversion of the 1L and 2L debts into equity;

• Implementation of a debt capitalization public offering;

• Public offering by new capital;

• Implementation of a Management Incentive Plan;

• Conversion of preferred shares into common shares;

• Restructuring of corporate governance; and

• Transition to a broadly dispersed shareholder structure with no controlling shareholder.

As of December, 2025, the Company recognized in its accounting the effects arising from the extinguishment and modification of financial obligations, renegotiations of lease agreements, and other contractual changes already completed. On February 20, 2026, the Company completed its formal exit from the Chapter 11 process, following the verification of the conditions set forth in the Plan.

2.2Non-binding Memorandum of Understanding

In September 2025, the Company, in continuity with the Material Fact disclosed on January 15, 2025, announced the termination of commercial discussions with the parent company of Gol Linhas Aéreas Inteligentes S.A. (“Gol”), which were formalized in the Non-Binding Memorandum of Understanding (“MoU”), outlining the terms and conditions of a potential business combination between Azul and Gol. As of December 31, 2025, there is no obligation or contingent liability related to this transaction.

2.3Net working capital and capital structure

| Azul S.A. | Consolidated Financial Statements | F-19 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

As of December 31, 2025, the Company's working capital and liquid equity position are as shown below:

	December 31,		December 31,
Description	2025	2024	Variation	2023	Variation
Net working capital	(23,169,625)	(15,684,277)	(7,485,348)	(9,704,733)	(5,979,544)
Equity	(29,038,062)	(30,435,270)	1,397,208	(21,327,848)	(9,107,422)

The variation in the net working capital balance is mainly due to the raising of financing in the form of DIP to settle other debts. This financing is part of the Company’s restructuring plan.

The variation in equity is mainly due to the Company's net income for the period, in the amount of R$124,858, and the effects related to capital increases as part of the restructuring, totaling R$1,202,650.

3.BASIS OF PREPARATION AND PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

The Company’s consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The Company’s consolidated financial statements have been prepared based on the real (“R$”) as a functional and presentation currency. All currencies shown are expressed in thousands unless otherwise noted.

The Company operates mainly through its aircraft and other assets that support flight operations, making up its cash generating unit (CGU) and its only reportable segment: air transport.

The preparation of the Company's consolidated financial statements requires Management to make judgments, use estimates and adopt assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. However, the uncertainty related to these judgments, assumptions and estimates can lead to results that require a significant adjustment to the carrying amount of assets, liabilities, income and expenses in future years.

The consolidated financial statements have been prepared based on the historical cost, except for the significant items below:

Fair value:

•Long-term investments – TAP Bond;

•Derivative financial instruments; and

•Conversion option on debentures.

3.1Approval and authorization for issue of the consolidated financial statements

The approval and authorization for issue of these consolidated financial statements occurred on March 26, 2026.

4.MATERIAL ACCOUNTING POLICIES AND PRACTICES

The material accounting policies and practices adopted by the Company are described in each corresponding note, except those that refer to more than one note, described below. The accounting policies have been consistently applied for the comparative years presented and for the Company’s consolidated financial statements.

| F-20 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

4.1Consolidation

The consolidated financial statements include information about the Company and its subsidiaries in which it held direct or indirect control. Control of a subsidiary is achieved when the Company is exposed, or has rights, to variable returns in such subsidiaries and has the power to influence the investee's operating and financial decisions.

The financial statements of the subsidiaries have been prepared using the same accounting policies as the Company.

All assets, liabilities, equity, income and expenses related to transactions between related parties are eliminated in full in the consolidation process.

4.2Impairment

The Company performs an annual review for impairment indicators to assess events or changes in economic, technological, or operating conditions that may indicate that an asset is impaired.

The recoverable amount of an asset or cash-generating unit is the higher of its fair value, less costs to sell and its value in use. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, a provision for impairment loss is recognized by reduction the carrying amount.

The previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount. The reversal is limited, so that the carrying amount of the asset does not exceed its recoverable amount, nor does it exceed the carrying amount previously determined, net of depreciation or amortization.

In estimating the asset's value in use, estimated future cash flows are discounted to present value, using a pre-tax discount rate that reflects the weighted average cost of capital.

4.3Main accounting estimates

As disclosed in note 3, Management makes judgments that have a significant effect on the amounts recognized in the consolidated financial statements, namely:

Description	Note
Provision for loss on short and long-term term investments	7
Provision for losses with deposits	10
Impairment of property and equipment	16
Impairment of intangible assets	18
Accounts payable - Breakage - GUC (General Unsecured Claims)	22
Air traffic liability, service and loyalty program - Breakage	25
Provision for return of aircraft and engines	28.1.1
Provision for tax, civil and labor risks	28.1.2

The Company continually reviews the assumptions used in its accounting estimates. The effect of revisions on accounting estimates is recognized in the financial statements in the year in which such revisions are made.

| Azul S.A. | Consolidated Financial Statements | F-21 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

4.4Accounting standards, changes and interpretations

During the year ended December 31, 2025, the IFRS issued and amended its accounting standards on various matters, some of which are applicable to the preparation of these financial statements.

4.4.1Changes new standards and relevant accounting interpretations effective from 2025

The following accounting standards and interpretations described below became effective as of January 1, 2025.

Standard	Amendment
IAS 21	Effect of exchange rate changes and the potential lack of convertibility between currencies
IAS 28	Application of the equity method for measuring investments in subsidiaries

4.4.2New relevant accounting standards, changes and interpretations issued but not yet effective in 2025

The following accounting standards were issued but not yet effective in 2025 and Management is analyzing the impacts on the Company's balance sheet or statement of operations.

Standard	Amendment
IFRS 9	Review of the rules for classifying and measuring financial assets with variable and non‑linear cash flows
IFRS 18	New presentation and disclosure requirements in 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

4.5Foreign currency transactions

Foreign currency transactions are recorded at the exchange rate in effect at the transactions date. Monetary assets and liabilities designated in foreign currency are determined based on the exchange rate in effect on the balance sheet date, and any difference resulting from currency conversion is recorded under the heading “Foreign currency exchange, net” in the statements of operation.

The exchange rates to Brazilian reais are as follows:

	Exchange rates
	Final rate				Average rate
	Year ended December 31,				Year ended December 31,
Description	2025	2024	Variation		2025	2024	Variation
U.S. dollar	5.5024	6.1923	(11.1)	%	5.5855	5.8369	(4.3)	%
Euro	6.4692	6.4363	0.5	%	6.3095	6.2275	1.3	%

5.SEGMENT INFORMATION

The Company considers that it has a single reportable segment: air transport. This segment corresponds to 98.3% (98.7% as of December 31, 2024) of the Company's revenues. The Company's activities have functional relationship, making them inseparable from other revenues and reflects the way in which the Company's Management analyzes financial information to make decisions. The main decision makers are the Company’s executive directors.

| F-22 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

The Company segregates revenues as shown below:

Revenue	December 31, 2025	%		December 31, 2024	%
Air transport	21,282,948	98.3	%	19,278,094	98.7	%
Ancillary revenues	357,445	1.7	%	248,114	1.3	%
Total	21,640,393	100.0	%	19,526,208	100.0	%

6.CASH AND CASH EQUIVALENTS

6.1Accounting policies

Includes cash balances, bank deposits and short-term investments with immediate liquidity, which are readily convertible into a known amount of cash with an insignificant risk of change in value and that are not pledged as collateral for other transactions.

6.2Breakdown of cash and cash equivalents

	December, 31
Description	2025	2024
Cash	196,061	167,998
Cash equivalents:
Bank Deposit Certificate – CDB	3,625	698,979
Repurchase agreements	333,223	294,470
Automatic application - DIP (a)	213,287	—
Time Deposit (a)	245,448	48,554
Others	—	8
	991,644	1,210,009

(a)Investment in U.S. dollar.

7.SHORT AND LONG-TERM INVESTMENTS

7.1Accounting policies

In the presentation and measurement of the financial investments, the Company considers the provisions of IFRS 9 – Financial Instruments, which determines that financial assets should be initially measured at fair value less costs directly attributable to their acquisition. In turn, the subsequent measurement is divided into two categories:

7.1.1Amortized cost

Long-term investments are measured at amortized cost when all the following conditions are met:

•The Company plans to hold the financial assets to collect cash flows as set forth in contract;

•Contractual cash flows represent solely payments of principal and interest (“SPPI”); and

•The Company did not opt for the fair value methodology to eliminate measurement inconsistencies or an “accounting mismatch”.

| Azul S.A. | Consolidated Financial Statements | F-23 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

7.1.2Fair value

•Through comprehensive income: short and long-term investments shall be measured at fair value through comprehensive income when both of the following conditions are met:

(i)the Company plans to hold the financial asset to collect cash flows set forth in contract and sell the asset; and

(ii)contractual cash flows represent SPPI.

•Through profit or loss: it is a residual category, in other words, the Company does not plan to hold the financial asset to collect cash flows set forth in contract and/or sell the asset, it shall be measured at fair value through profit or loss.

Financial instruments designated at fair value through profit or loss are used to eliminate or significantly reduce an accounting mismatch, and are therefore measured at fair value.

7.2TAP Bond

On March 14, 2016, the Company acquired series A convertible debt issued by TAP ("TAP Bond") in the amount of €90 million. The TAP Bond has a maturity of 10 years from its issuance date, bearing, annual interest of 3.75% until September 20, 2016 and 7.5% in subsequent years, payable at maturity or upon early redemption of the bonds, whichever occurs first.

Considering the circumstances currently observed, Management review the fair value of the related financial investment, as of December 31, 2025. The negative variation resulting from this reassessment was recognized in the statements of operations for the year.

The measurement reflects Management’s best estimate as of the current date and does not represent a waiver of rights or any change in the Company’s legal position with respect to its contractual rights.

The Company will continue to monitor the legal developments and will prospectively revise the fair value measurement.

7.3Breakdown of short and long-term investments

	Weighted average<br> rate p.a.				December 31,
Description		Maturity		2025		2024
TAP Bond	—		—		—		1,004,505
Investment funds	14.2 %		Jun-26		26,286		107,847
					26,286		1,112,352
Current					26,286		71,898
Non-current					—		1,040,454

The following presents the movements of the loss of short-term investments:

	December 31,
Description	2025
Balances at the beginning of the year	—
Additions	(117,684)
Balances at the end of the year	(117,684)
F-24	Consolidated Financial Statements	Azul S.A.
---	---	---	«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

As of December 31, 2025, the short-term investments were assessed and the Company concluded, for one of the investments, classified as “Investment Funds”, that the recoverable amount was lower than the carrying amount and therefore recognized an impairment loss in the Statements of Operations.

8.ACCOUNTS RECEIVABLE

8.1Accounting policies

Accounting receivable are measured based on the invoiced amount, net of the provision for losses, and approximate the fair value given their short-term nature.

Considering the requirements of IFRS 9 – Financial Instruments, the provision for losses on receivables are measured by applying the simplified approach, through the use of historical data, projecting the expected loss over the life of the contract, by segmenting the receivables portfolio into groups that have the same pattern of collection and according to the respective maturities. Additionally, for certain cases, the Company carries out individual analyses to assess the risks of collecting the receivables to recognize an additional provision, if necessary.

8.2Breakdown of accounts receivable

	December 31,
Description	2025	2024
Local currency
Credit card companies	1,957,920	720,938
Cargo and travel agencies	311,706	234,036
Loyalty program partners	146,035	37,497
Others	89,675	43,602
Total local currency	2,505,336	1,036,073
Foreign currency
Reimbursement receivable for contractual guarantees	104,901	324,838
Clearinghouse	46,060	52,203
Credit card companies	18,104	19,659
Reimbursement receivable for maintenance reserves	7,057	101,487
Others	93,551	268,838
Total foreign currency	269,673	767,025
Total	2,775,009	1,803,098
Provision for losses	(22,815)	(27,724)
Total net	2,752,194	1,775,374
Current	2,722,742	1,775,374
Non-current	29,452	—

The Company renegotiated several lease agreements directly with the counterparties as part of the Chapter 11 process. Following the formal approval of the Plan, and based on the best expectations and information available, credits were offset against amounts payable to those same lessors, totaling R$1,345.

In Brazil, credit card receivables are not exposed to credit risk of the cardholder. The balances can easily be converted into cash, when necessary, through advance payment with credit card companies.

| Azul S.A. | Consolidated Financial Statements | F-25 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

During the year ended December 31, 2025, the Company anticipated the receipt of R$9,980,348 (R$11,398,429 on December 31, 2024) in accounts receivable from credit card administrators, without right of return, with an average cost of 1.3% p.m. on the anticipated amount, resulting of R$327,897 of interest (R$327,771 on December 31, 2024).

The breakdown of accounts receivable by maturity, net of allowances for losses:

	December 31,
Description	2025	2024
Not past due
Up to 90 days	1,333,233	682,785
91 to 180 days	642,072	380,194
181 to 360 days	507,918	173,221
Over 360 days	29,452	—
	2,512,675	1,236,200
Past due
Up to 90 days	103,562	311,261
91 to 180 days	21,668	142,521
181 to 360 days	39,775	88,986
Over 360 days	97,329	24,130
	262,334	566,898
Provision for losses	(22,815)	(27,724)
Total	2,752,194	1,775,374

Past‑due balances over 90 days mainly correspond to amounts owed by aircraft manufacturers that are included in the Chapter 11 restructuring process. The Company conducts discussions with these manufacturers and, based on the progress of the negotiations and the established commercial relationship, maintains the expectation of receiving the recorded amounts.

As of March 20, 2026, of the total amount due, R$108,614 has been received.

The movement of provision for loss is presented below:

	December 31,
Description	2025	2024
Balances at the beginning of the year	(27,724)	(27,234)
Additions	(22,424)	(27,643)
Reversals	21,504	26,051
Write-off of uncollectible amounts	5,829	1,102
Balances at the end of the year	(22,815)	(27,724)

9.INVENTORIES

| F-26 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

9.1Accounting policies

Mainly comprise parts and materials for maintenance. Inventories are measured at average acquisition cost plus expenses such as non-recoverable taxes, customs expenses, and transportation expenses. Expenses with freight transfers between operational bases are not capitalized. Provisions for obsolescence of inventories are recorded for items not expected to be realized.

9.2Breakdown of inventories

	December 31,
Description	2025	2024
Maintenance materials and parts	1,000,881	966,701
Flight attendant, uniforms and others	25,288	30,430
Provision for losses	(53,637)	(53,553)
Total net	972,532	943,578

The movement of the provision for loss is as follows:

	December 31,
Description	2025	2024
Balances at the beginning of the year	(53,553)	(47,658)
Movement, net	(84)	(5,895)
Balances at the end of the year	(53,637)	(53,553)

10.DEPOSITS

10.1Accounting policies

10.1.1Security deposits

They are represented by amounts deposited by the Company, primarily with aircraft and engine lessors, as collateral for the fulfillment of lease agreements. Security deposits are non-interest-bearing and are refundable upon termination of the contracts. Judicial deposits are also classified within this group.

10.1.2Maintenance reserves

Certain master lease agreements provide for the payment of aircraft and engine maintenance reserves made to be held as collateral for the performance of major maintenance activities, and therefore reimbursable upon completion of the maintenance event in an amount not to exceed the lesser of:

•the amount of the maintenance reserve held by the lessor associated with the specific maintenance event; or

•the costs related to the specific maintenance event.

Substantially all payments made as maintenance reserves are calculated based on a usage measure, such as flight hours or cycles.

As of the date of these consolidated financial statements, the Company assessed whether maintenance reserves will be recovered through reimbursement of future maintenance expenditures on leased assets. Amounts identified as non‑recoverable are recognized in the statements of operations for the year.

Maintenance reserves related to aircraft and engines are classified as current or non current based on the expected timing of their recovery.

| Azul S.A. | Consolidated Financial Statements | F-27 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

10.2Breakdown of deposits

	December, 31
Description	2025	2024
Security deposits	807,590	688,034
Maintenance reserves	2,797,710	2,942,716
Total	3,605,300	3,630,750
Provision for loss	(725,591)	(238,088)
Total, net	2,879,709	3,392,662
Current	502,085	328,876
Non-current	2,377,624	3,063,786

The movement of security deposits and maintenance reserves is as follows:

Description	Security deposits	Maintenance reserves	Total
At December 31, 2023	418,537	1,874,958	2,293,495
Additions	220,698	397,277	617,975
Returns	(57,028)	(183,923)	(240,951)
Provision movement	—	113,149	113,149
Use by the lessor	—	(41,042)	(41,042)
Foreign currency exchange	105,827	544,209	650,036
At December 31, 2024	688,034	2,704,628	3,392,662
Additions (a)	1,019,827	1,670,227	2,690,054
Returns	(188,011)	(398,330)	(586,341)
Use by the lessor	—	(218,009)	(218,009)
Provision movement	—	(507,063)	(507,063)
GUC	(631,760)	(876,294)	(1,508,054)
Foreign currency exchange	(80,500)	(303,040)	(383,540)
At December 31, 2025	807,590	2,072,119	2,879,709

(a) In 2025, the Company recognized the drawdown of letters of credit used for security deposits and maintenance reserves in the amounts of R$607,597 and R$1,268,263, respectively. The drawdown of these letters of credit resulted in the recognition of an obligation to the issuing financial institution, and therefore the amounts were recorded as an increase in the “Loans and financing”.

| F-28 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

The movement of the provision for loss as follows:

	December 31,
Description	2025	2024
Balances at the beginning of the year	(238,088)	(278,352)
Movements
Additions	(1,122,244)	(74,324)
Reversals	538,145	149,873
Utilization	77,036	37,600
	(507,063)	113,149
Foreign currency exchange	19,560	(72,885)
Balances at the end of the year	(725,591)	(238,088)

The increase in the provision for loss reflects the new set of conditions agreed with the lessors and Management’s best judgment regarding future maintenance obligations.

11.TAXES RECOVERABLE

11.1Accounting policies

They represent rights to be realized (tax credits) arising from various federal and state taxes, calculated in accordance with applicable legislation and intended to be offset against future liabilities.

The Company continually reviews the realizability of these assets. When necessary, provisions are made to ensure that these assets are accounted for at their realizable value.

11.2Breakdown of taxes recoverable

	December 31,
Description	2025	2024
Social Integration Program ("PIS") and Contribution to Social Security Financing ("COFINS")	81,906	76,420
Tax on the Circulation of Goods and Services ("ICMS")	68,707	62,797
Taxes withheld	109,938	114,454
Provision for losses	(10,767)	(14,751)
Others	5,079	1,167
	254,863	240,087
Current	208,354	203,951
Non-current	46,509	36,136	Azul S.A.	Consolidated Financial Statements	F-29
---	---	---	«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

The movement of the provision for loss is as follows:

	December 31,
Description	2025	2024
Balances at the beginning of the year	(14,751)	(13,654)
Additions	(2,593)	(1,097)
Reversal	6,577	—
Balances at the end of the year	(10,767)	(14,751)

12.ADVANCE TO SUPPLIERS

12.1Accounting policies

Represent the advance payment made for goods or services to be delivered in the future. Such amounts are presented net of provision for loss.

12.2Breakdown of advances to suppliers

	December 31,
Description	2025	2024
Local currency	152,533	138,352
Foreign currency	271,997	205,203
Provision for loss	(52,936)	(69,273)
	371,594	274,282

The movement of the provision for losses on advance to suppliers is presented below:

	December,31
Description	2025	2024
Balances at the beginning of the year	(69,273)	(28,676)
Additions	(13,013)	(46,559)
Reversal	29,350	5,962
Balances at the end of the year	(52,936)	(69,273)

13.OTHER ASSETS

13.1.Accounting policies

Recorded at their cost and presented at their carrying amount, net of any allowance for losses when applicable. These amounts are classified as current or non‑current according to their expected realization.

| F-30 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

13.2.Composition of other assets

	December 31,
Description	2025	2024
Insurance	135,307	97,683
Maintenance	523,068	737,297
Commissions	103,831	126,942
Vendor credits	58,586	66,976
Others	134,977	232,855
Total (a)	955,769	1,261,753
Current	508,289	850,052
Non-current	447,480	411,701

(a) The reduction refers mainly to the renegotiation of contracts with maintenance suppliers and the allocation of fundraising costs to “Loans and financing.”

The Company renegotiated several lease agreements directly with the counterparties as part of the Chapter 11 process. As a result of the formal approval of the Plan, and based on the best expectations and information available, credits recognized in 2025 were offset against amounts payable to those same lessors, totaling R$330,144.

14.INCOME TAX AND CONTRIBUTION

14.1Accounting policies

14.1.1Current taxes

In Brazil, current taxes comprise corporate income tax (“IRPJ”) and social contribution on profit (“CSLL”), which are calculated monthly based on taxable profit, after offsetting tax losses and negative basis social contribution, limited to 30% of real profit. A rate of 15% plus an additional 10% for IRPJ and 9% for CSLL applies to this base.

The result from foreign subsidiaries is subject to taxation in accordance with the rates and legislation in force. In Brazil such income is taxed in accordance with Law No. 12,973/14, in which it provides that the parent company, directly or indirectly, of a company abroad adds the results of its subsidiaries when calculating the real profit for the period.

14.1.2Deferred taxes

Deferred taxes represent credits and debits on tax loss carryforwards, as well as temporary differences between the tax and accounting bases. Deferred tax and contribution assets and liabilities are classified as non-current. When the Company's internal studies indicate that the future use of these credits is not likely, such values are promptly transferred to the result.

Projections of future taxable income related to tax losses and negative social contribution bases are prepared based on the business plans and are reviewed and approved annually by the Board of Directors.

14.1.3Uncertainty over income tax treatments

The Company analyzes the relevant tax decisions of higher courts and whether they conflict in any way with the positions adopted. For known uncertain tax positions, when necessary, the Company establishes a provision based on the legal opinions issued by its legal advisors. The Company evaluates continuously the positions taken in which there are uncertainties about the tax treatment adopted.

| Azul S.A. | Consolidated Financial Statements | F-31 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

14.2Breakdown of deferred taxes

Description	December 31,<br>2024	Profit or loss	December 31,<br>2025
Deferred liabilities
Breakage	(294,419)	(31,787)	(326,206)
Foreign currency exchange	(537,910)	(3,887,189)	(4,425,099)
Leases	(3,866,152)	423,644	(3,442,508)
Others	(2,013)	345	(1,668)
Total	(4,700,494)	(3,494,987)	(8,195,481)
Deferred assets
Financial instruments	22,228	(22,228)	—
Foreign currency exchange	587,864	2,694,527	3,282,391
Leases	5,853,368	(1,531,606)	4,321,762
Temporary provisions	1,767,016	(827,682)	939,334
Tax loss carryforwards and negative social contribution base	7,194,433	1,593,517	8,787,950
Others	2,192	399,912	402,104
	15,427,101	2,306,440	17,733,541
Deferred tax asset reducer	(10,726,607)	1,188,547	(9,538,060)
Total	4,700,494	3,494,987	8,195,481
Total income tax and deferred social contribution	—	—	—

14.3Reconciliation of the effective income tax rate

	December 31,
Description	2025		2024		2023
Loss before income tax and social contribution	124,870		(9,190,174)		(2,340,930)
Combined nominal tax rate	34	%	34	%	34	%
Taxes calculated at nominal rates	(42,456)		3,124,659		795,916
Adjustments to determine the effective rate
Deferred tax (a)	(321,780)		(2,857,978)		(890,067)
Non‑taxable effect of the fair value measurement of convertible instruments (b)	342,225		148,592		(8,584)
Permanent differences (non‑deductible) (c)	22,009		(395,579)		43,764
Others (d)	(10)		19,109		19,445
	(12)		38,803		(39,526)
Current income tax and social contribution	(12)		(723)		—
Deferred income tax and social contribution	—		39,526		(39,526)
	(12)		38,803		(39,526)
Effective rate	—		0.4	%	(1.7)	%

(a)In 2024, such balances refer to the line “Unrecorded benefit on tax losses and temporary differences”.

(b)In 2024, such balances refer to the line “Mark to market of convertible debt instruments”.

(c)In 2024, such balances refer to the line “Permanent differences”.

| F-32 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

(d)In 2024, such balances refer to the line "Rate differential" and "Others".

The Company has tax losses that are available indefinitely for offset against 30% of future taxable profits on which deferred income tax and social contribution assets have not been created, as it is not likely that future taxable profits will be available for the Company to use them, as below:

	December 31,
Description	2025	2024	2023
Tax loss and negative bases	25,846,911	21,160,095	18,325,916
	December 31,
	2025	2024	2023
Tax loss (25%)	6,461,728	5,290,024	4,581,479
Negative social contribution base (9%)	2,326,222	1,904,409	1,649,332
Total	8,787,950	7,194,433	6,230,811	Azul S.A.	Consolidated Financial Statements	F-33
---	---	---
«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

15.PROPERTY AND EQUIPMENT

15.1Accounting policies

The assets included in property and equipment are recorded at acquisition cost.

Depreciation is calculated according to the estimated economic useful life of each assets using the straight-line method. The estimates and depreciation methods are reviewed annually, and the effects of any changes are accounted for prospectively.

When there are indications of assets recorded with values that exceed their recovery values, the Company must estimate the recoverable value of the asset.

An item of property and equipment is derecognized upon its disposal or when no future economic benefits are expected from the use of the asset. Any gains or losses arising on the sale or derecognition of an item are determined by the difference between the amount received on the sale and the carrying amount of the asset and are recognized in statements of operation.

The Company receives credit from manufacturers when purchasing certain aircraft and engines, which can be used to pay for maintenance services. These credits are recorded as a reduction in the acquisition cost of aircraft and related engines.

15.1.1Sales and leaseback transactions

First, sale and leaseback transactions are analyzed within the scope of IFRS 15 – Revenue from Contracts with Customers, in order to verify whether the performance obligation has been satisfied, and therefore to account for the sale of the asset. If this requirement is not met, it is a financing with the asset given as guarantee.

If the requirements related to the performance obligation set out are met, the Company measures a right-of-use asset arising from the sale and leaseback transaction in proportion to the carrying amount of the asset related to the right of use retained by the Company. Accordingly, only the gains or losses related to the rights transferred to the buyer-lessor are recognized.

During the year ended December 31, 2025, the Company carried out sales and “sales and leaseback” transactions of engines and two aircraft, where the revenue, net of sales costs, corresponds to a gain of R$60,270 ( R$91,613 on of December 31, 2024 and loss of R$6,356 on December 31, 2023) being recognized under the line “Other”.

15.1.2Advance payments for acquisition of aircraft

Prepayments for the acquisition of aircraft during the manufacturing phase are recorded in fixed assets and are recognized when such amounts are paid.

| F-34 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

15.2Breakdown of property and equipment

Description	Weighted average rate (p.a.)	December 31,<br>2024	Acquisitions	Write-offs	Transfers (b)	December 31,<br>2025
Cost
Aircraft parts and equipment (a)		2,237,723	298,601	(83,982)	—	2,452,342
Non‑aircraft equipment (a)		108,152	3,084	(4,040)	—	107,196
Aircraft, engines and simulators		384,282	170,126	(256,176)	3,502	301,734
Improvements		660,624	80,132	(96,709)	6,358	650,405
Maintenance		85,157	—	(52,175)	—	32,982
Others		28,502	585	(2)	—	29,085
Construction in progress		59,314	10,924	(14,029)	(3,502)	52,707
Advance payments for acquisition of aircraft		1,036,374	105,279	(256,465)	—	885,188
		4,600,128	668,731	(763,578)	6,358	4,511,639
Depreciation
Aircraft parts and equipment (a)	9 %	(974,169)	(207,376)	13,306	—	(1,168,239)
Non‑aircraft equipment (a)	10 %	(63,287)	(11,210)	614	—	(73,883)
Aircraft, engines and simulators	6 %	(246,405)	(23,073)	70,424	—	(199,054)
Improvements	10 %	(233,508)	(65,280)	46,864	—	(251,924)
Maintenance	11 %	(26,031)	(8,972)	13,025	—	(21,978)
Others	7 %	(22,174)	(2,090)	2	—	(24,262)
		(1,565,574)	(318,001)	144,235	—	(1,739,340)
Property and equipment		3,034,554	350,730	(619,343)	6,358	2,772,299

(a)Such balances refer to the “Maintenance materials and parts” and “Equipment” lines disclosed on December 31, 2024.

(b)The transfer balances are between the groups “Inventories” and “Other assets".

| Azul S.A. | Consolidated Financial Statements | F-35 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) || Description | Weighted average rate (p.a.) | December 31, 2023 | Acquisitions | Write-offs | Transfers (a) | December 31, 2024 | | --- | --- | --- | --- | --- | --- | --- | | Cost | | | | | | | | Maintenance materials and parts | | 2,036,144 | 332,469 | (191,944) | (43,654) | 2,133,015 | | Equipments | | 195,810 | 21,356 | (5,124) | 818 | 212,860 | | Aircraft, engines and simulators | | 593,953 | 323,056 | (533,279) | 552 | 384,282 | | Improvements | | 555,412 | 59,848 | (24,445) | 69,809 | 660,624 | | Maintenance | | 44,016 | 75,692 | (34,551) | — | 85,157 | | Others | | 29,231 | 2,877 | (3,606) | — | 28,502 | | Construction in progress | | 96,095 | 64,822 | (65,582) | (36,021) | 59,314 | | Advance payments for acquisition of aircraft | | 298,040 | 738,334 | — | — | 1,036,374 | | | | 3,848,701 | 1,618,454 | (858,531) | (8,496) | 4,600,128 | | Depreciation | | | | | | | | Maintenance materials and parts | 8 % | (785,204) | (164,285) | 53,518 | — | (895,971) | | Equipments | 13 % | (120,860) | (25,310) | 4,685 | — | (141,485) | | Aircraft, engines and simulators | 7 % | (271,104) | (39,385) | 64,084 | — | (246,405) | | Improvements | 12 % | (188,987) | (68,273) | 23,752 | — | (233,508) | | Maintenance | 27 % | (19,616) | (12,101) | 5,686 | — | (26,031) | | Others | 8 % | (23,289) | (2,482) | 3,597 | — | (22,174) | | | | (1,409,060) | (311,836) | 155,322 | — | (1,565,574) | | Property and equipment | | 2,439,641 | 1,306,618 | (703,209) | (8,496) | 3,034,554 | | Impairment | | (143,790) | — | 143,790 | — | — | | Total property and equipment, net | | 2,295,851 | 1,306,618 | (559,419) | (8,496) | 3,034,554 |

(a)Transfer balances are between the groups “Right-of-use assets” and “Intangible”.

16.RIGHT-OF-USE ASSETS

16.1Accounting policies

IFRS 16 – Leases, establishes the principles for the recognition, measurement, presentation and disclosure of leasing operations and requires lessees at the start date of the contract to recognize a lease liability to make payments and an asset representing the right to use the underlying asset during the lease term (“ROU”). Lessees must separately recognize interest expenses on the lease liability and the depreciation expense of the right-of-use asset in the statements of operation.

| F-36 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

Lessees are also required to reassess the lease liability in the event of certain events, for example, a change in the lease term, or a change in future lease payment flows as a result of a change in an index or rate used to determine such payments. In general, the lessee must recognize the remeasurement amount of the lease liability as an adjustment to the right-of-use asset.

Considering the dollar-denominated environment in which the Company raises funds, in determining the discount rate the Company used as a basis incremental borrowing rates at the commencement and/or modification dates of the lease agreements in foreign currency.

16.1.1Componentization of aircraft

At the receipt and initial recognition of right-of-use assets, the Company allocates the total cost of the aircraft between five major components, airframe, auxiliary power unit (“APU”), or propeller, landing gear and two engines. The useful life of each component is limited to the final term of the contract/and or the estimated useful life of the asset component, the smaller one of the those.

16.1.2Capitalization of heavy maintenance events

Heavy maintenance events that extend the useful life of assets are capitalized.

Subsequently, they are depreciated over the period of use, over the shorter of the estimated timing of the next maintenance event and the remaining lease term. Repairs and other routine maintenance are recognized in profit or loss when incurred.

16.1.3Recognition of contractual obligations relating to return of assets

The maintenance events to be performed for the return of the assets to lessors are recognized as a provision at present value, increasing the value of the asset as a balancing item to an obligation, if they can be reasonably estimated. Assets are depreciated on a straight-line basis over the lease contract term, while liabilities are updated by interest rates and exchange effects.

| Azul S.A. | Consolidated Financial Statements | F-37 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

16.2Breakdown of right-of-use assets

Description	Weighted average rate (p.a.)	December 31,<br>2024	Additions	Write-offs	Modifications	Transfers (b)	December 31,<br>2025
Cost
Aircraft, engines and simulators		16,856,505	1,634,904	(879,183)	(740,610)	—	16,871,616
Maintenance		2,178,896	1,069,595	(353,081)	(86,016)	156,729	2,966,123
Restoration		2,148,670	450,509	(156,566)	(1,531,091)	—	911,522
Others		350,925	15,922	(1,452)	20,362	—	385,757
		21,534,996	3,170,930	(1,390,282)	(2,337,355)	156,729	21,135,018
Depreciation
Aircraft, engines and simulators	9 %	(8,163,584)	(1,543,402)	683,500	—	—	(9,023,486)
Maintenance	22 %	(883,821)	(487,586)	135,790	5,410	—	(1,230,207)
Restoration	18 %	(880,533)	(389,013)	155,852	552,931	—	(560,763)
Others	17 %	(136,379)	(59,627)	468	—	—	(195,538)
		(10,064,317)	(2,479,628)	975,610	558,341	—	(11,009,994)
Right-of-use assets, net		11,470,679	691,302	(414,672)	(1,779,014)	156,729	10,125,024

(b)The transfer balances are between the groups “Inventories”, “Other assets” and “Property and equipment”.

| F-38 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) || Description | Weighted average rate (p.a.) | December 31, 2023 | Additions | Write-offs | Modifications | Transfers (a) | December 31, 2024 | | --- | --- | --- | --- | --- | --- | --- | --- | | Cost | | | | | | | | | Aircraft, engines and simulators | | 14,279,939 | 2,701,036 | (439,430) | 248,712 | 66,248 | 16,856,505 | | Maintenance | | 1,552,036 | 744,988 | (105,738) | (12,390) | — | 2,178,896 | | Restoration | | 1,699,610 | 713,649 | (56,491) | (208,098) | — | 2,148,670 | | Others | | 324,650 | 64,138 | (40,407) | 2,544 | — | 350,925 | | | | 17,856,235 | 4,223,811 | (642,066) | 30,768 | 66,248 | 21,534,996 | | Depreciation | | | | | | | | | Aircraft, engines and simulators | 8 % | (7,417,554) | (1,185,460) | 439,430 | — | — | (8,163,584) | | Maintenance | 23 % | (616,379) | (362,563) | 95,121 | — | — | (883,821) | | Restoration | 26 % | (701,501) | (445,171) | 54,633 | 211,506 | — | (880,533) | | Others | 18 % | (109,243) | (58,989) | 31,853 | — | — | (136,379) | | | | (8,844,677) | (2,052,183) | 621,037 | 211,506 | — | (10,064,317) | | Right-of-use assets, net | | 9,011,558 | 2,171,628 | (21,029) | 242,274 | 66,248 | 11,470,679 |

(a)Transfer balances are between the groups “Sublease aircraft”, “Inventories”, “Other assets” and “Property and equipment”.

Azul S.A.	Consolidated Financial Statements	F-39
«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

17.INTANGIBLE ASSETS

17.1Accounting policies

17.1.1Finite useful life

Intangible assets acquired are measured at cost at the time of their initial recognition. After initial recognition, intangible assets with finite useful lives, generally software, are stated at cost, less accumulated amortization and accumulated impairment losses, where applicable. Intangible assets generated internally, excluding development costs, are not capitalized and the expense is reflected in the statements of operations for the year when it was incurred.

17.1.2Indefinite useful life

17.1.2.1Goodwill

This category includes amounts related to goodwill arising from the business combinations of IntelAzul (TRIP Linhas Aéreas S.A.) and Conecta (Two Taxi Aéreo Ltda.). Goodwill is tested annually by comparing its carrying amount with its value in use. Management exercises judgment and establishes assumptions to assess the impact of macroeconomic and operational changes in order to estimate future cash flows and measure the recoverable amount of the assets.

17.1.2.2Rights of operations in airports (slots)

In the business combinations of IntelAzul (TRIP Linhas Aéreas S.A.) and Conecta, slots were acquired and recognized at their fair values at the acquisition date and are not amortized and is tested annually for impairment. The estimated useful life of these rights was considered indefinite due to several factors and considerations, including regulatory requirements and operating authorizations in Brazil, as well as the limited availability of operating rights at the most important airports in terms of air traffic volume. The carrying amount of the slots is tested annually by comparing the carrying amount with the value in use.

17.2Breakdown of intangible assets

Description	Weighted average rate (p.a.)	December 31,<br>2024	Acquisitions	Write-offs	December 31,<br>2025
Cost
Goodwill		901,417	—	—	901,417
Slots		126,547	—	—	126,547
Software		898,465	203,459	(107,740)	994,184
		1,926,429	203,459	(107,740)	2,022,148
Amortization
Software	30 %	(366,816)	(226,372)	107,040	(486,148)
		(366,816)	(226,372)	107,040	(486,148)
Total intangible assets, net		1,559,613	(22,913)	(700)	1,536,000
F-40	Consolidated Financial Statements	Azul S.A.
---	---	---		«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)		Description	Weighted average rate (p.a.)	December 31,<br>2023	Acquisitions	Write-offs	Transfer (a)	December 31,<br>2024
---	---	---	---	---	---	---
Cost
Goodwill		901,417	—	—	—	901,417
Slots		126,547	—	—	—	126,547
Software		776,311	300,595	(178,404)	(37)	898,465
		1,804,275	300,595	(178,404)	(37)	1,926,429
Amortization
Software	28 %	(341,028)	(201,431)	175,643	—	(366,816)
		(341,028)	(201,431)	175,643	—	(366,816)
Total intangible assets, net		1,463,247	99,164	(2,761)	(37)	1,559,613

(a)The transfer balances are between the group “Property and equipment”.

17.3Impairment of intangible assets without a finite useful life

On December 31, 2025, the Company carried out annual recoverability tests of the book value, through the discounted cash flow of the cash generating unit.

The assumptions used in the impairment tests of goodwill and slots are consistent with the Company's operating plans and internal projections, prepared for a period of five years. After this period, a perpetuity rate of growth of operating projections is assumed. The discounted cash flow that determined the value in use of the cash-generating unit was prepared according to the Company’s business plan.

The following assumptions were considered:

•Fleet and capacity: plan for operational fleet, utilization and capacity of aircraft in each route;

•Passenger revenue: revenue per seat per kilometer;

•Operating costs: specific performance indicators by cost line, as well as macroeconomic assumptions; and

•Investment needs: aligned with the Company’s business plan.

The macroeconomic assumptions commonly adopted include the Gross Domestic Product (“GDP”) and projections of the US dollar, both obtained from the Focus Report issued by the Central Bank of Brazil, in addition to future kerosene barrel prices and interest rates, obtained from specific publications.

| Azul S.A. | Consolidated Financial Statements | F-41 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

The result of the test demonstrated that the estimated recoverable value is greater than the carrying value allocated to the cash generating unit and, therefore, no adjusted to be recognized during the year ended December 31, 2025.

	December 31,
Description	2025	2024
Book value	14,433,323	16,064,846
Value in use	22,785,391	28,320,408
Discount rate	12.9%	12.4	%
Perpetual growth rate	4.3%	4.8	%
Sensitivity test
10% variation
Value in use	20,506,852	25,488,367
Change in value in use	(2,278,539)	(2,832,041)
25% variation
Value in use	17,089,043	21,240,306
Change in value in use	(5,696,348)	(7,080,102)		F-42	Consolidated Financial Statements	Azul S.A.
---	---	---
«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

18.LOANS AND FINANCING

18.1Accounting policies

Initially recognized at fair value, less any directly attributable transaction costs. After initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.

| Azul S.A. | Consolidated Financial Statements | F-43 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

18.2Movement of loans and financing

Description	Average nominal rate p.a.		Effective rate p.a.		Maturity		December 31,<br>2024		Funding <br>(–) costs		Transfer (c)		Debt into equity conversion		Payment of principal		Payment of interest		Interest incurred		Foreign currency exchange		Modifica-tions (a)		Amortized cost		December 31,<br>2025
In foreign currency – US
Senior notes – 2026	7.3%		7.8%		Jun-26		196,241		—		—		—		—		—		12,815		(22,119)		—		648		187,585
Senior notes – 2028	11.9%		13.3%		Aug-28		6,196,281		—		—		—		—		(555)		56,727		(307,514)		(5,929,442)		3,762		19,259
Senior notes – 2029	11.5%		11.5%		May-29		1,533,659		—		—		—		—		(815)		15,635		(75,894)		(1,443,339)		—		29,246
		10.9%		May-30		3,649,185		—		—		—		—		(5,096)		46,605		(188,650)		(3,309,622)		—		192,422
Senior notes 1L – 2028 (a)	11.9%		11.9%		Aug-28		—		396,779		—		—		(177,843)		(182,960)		639,724		(411,731)		6,084,736		—		6,348,705
Senior notes 2L – 2029	11.5%		11.5%		May-29		—		26,854		—		(489,310)		(40,281)		(48,685)		104,196		(62,713)		1,443,339		—		933,400
Senior notes 2L – 2030	10.9%		10.9%		May-30		—		58,290		—		(1,123,740)		(87,443)		(105,702)		226,289		(143,940)		3,309,622		—		2,133,376
Bridge notes	—		—		—		976,968		—		—		—		(928,148)		(29,027)		11,087		(47,925)		—		17,045		—
New bridge notes	—		—		—		—		555,314		—		—		(620,453)		(29,534)		29,534		(9,837)		—		74,976		—
DIP - 2026	15.0%		23.1% (b)		Feb-26		—		9,390,624		—		—		—		(588,089)		589,039		(95,266)		—		298,553		9,594,861
Superpriority notes	—		—		—		—		2,806,143		—		—		(2,953,837)		(854,456)		856,189		(169,228)		—		315,189		—
Aircraft, engines and others	Sofr 1M + 4.6%		8.5%		May-26		729,110		—		—		—		—		(45,768)		43,311		(80,289)		—		—		646,364
		10.0%		Dec-27		116,145		284,671		—		—		(137,561)		(42,547)		17,131		(22,620)		—		5,111		220,330
		—		—		—		103,136		(102,757)		—		—		(840)		834		(373)		—		—		—
		4.7%		Jun-25		145,822		—		—		—		(101,323)		10,576		7,626		(21,500)		(29,985)		478		11,694
Executed letters of credit (d)	—		—		—		—		1,291,133		102,757		—		—		—		—		(17,784)		—		—		1,376,106
							13,543,411		14,912,944		—		(1,613,050)		(5,046,889)		(1,923,498)		2,656,742		(1,677,383)		125,309		715,762		21,693,348
In local currency – R
Debentures (a)	CDI + 4.0%		18.8%		Feb-31		841,858		—		—		—		(210,379)		(104,684)		134,564		—		(9,635)		6,749		658,473
Executed derivatives (d)	—		—		—		—		—		38,576		—		(335)		—		—		—		—		—		38,241
Executed letters of credit (d)	—		—		—		—		704,757		—		—		(35,215)		—		—		—		—		—		669,542
Others	—		—		—		596,148		—		—		—		(561,593)		(35,125)		363		—		—		207		—
							1,438,006		704,757		38,576		—		(807,522)		(139,809)		134,927		—		(9,635)		6,956		1,366,256
Total in R							14,981,417		15,617,701		38,576		(1,613,050)		(5,854,411)		(2,063,307)		2,791,669		(1,677,383)		115,674		722,718		23,059,604
Current							2,207,199																				13,783,259
Non-current							12,774,218																				9,276,345

All values are in US Dollars.

(a) Due to the restructuring, R$542,438 was recorded in the statement under the caption “Restructuring of loans and financing”. The amount refers to R$396,779 of incorporation of fees and R$155,294, from debt issuance costs of the original funding, and the reversal of R$9,635 in interest and fees.

(b) The effective rate of 23.1% p.a. are due to the very short maturity terms and transaction costs.

(c) The balances of the transfers are between the line items “Loans and financing” and “Derivative financial instruments.”

(d) On the date of disclosure, the fees and maturities are being negotiated.

| F-44 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) | | Description | Average nominal rate p.a. | | Effective rate | | Maturity | | December 31, 2023 | | Funding (–) costs | | Payment of principal | | Payment of interest | | Interest incurred | | Foreign currency exchange | | Effects of restructuring | | Amortized cost | | December 31, 2024 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In foreign currency – US | | | | | | | | | | | | | | | | | | | | | | | | | Senior notes – 2024 | 5.9% | | 6.3% | | Oct-24 | | 332,099 | | — | | (397,696) | | (12,017) | | 17,121 | | 59,679 | | — | | 814 | | — | | Senior notes – 2026 | 7.3% | | 7.8% | | Jun-26 | | 152,572 | | — | | — | | (13,299) | | 12,998 | | 43,322 | | — | | 648 | | 196,241 | | Senior notes – 2028 | 11.9% | | 13.3% | | Aug-28 | | 3,922,731 | | 905,219 | | — | | (620,516) | | 633,483 | | 1,325,488 | | (7,502) | | 37,378 | | 6,196,281 | | Senior notes – 2029 | 11.5% | | 11.5% | | May-29 | | 1,165,545 | | 41,476 | | — | | (148,653) | | 149,819 | | 325,472 | | — | | — | | 1,533,659 | | Senior notes – 2030 | 10.9% | | 10.9% | | May-30 | | 2,777,513 | | 93,517 | | — | | (335,174) | | 337,752 | | 775,577 | | — | | — | | 3,649,185 | | Bridge notes – 2025 | Sofr Index + 8.3% to 10.7% | | 37.8% (a) | | Jan-25 | | — | | 856,502 | | — | | — | | 18,726 | | 65,215 | | — | | 36,525 | | 976,968 | | Aircraft, engines and others | Sofr 1M + 4.6% | | 9.8% | | May-26 | | 79,086 | | 545,797 | | — | | (36,214) | | 40,895 | | 99,546 | | — | | — | | 729,110 | | | Sofr 3M + 2.6% | | 11.3% | | Jun-27 | | — | | 104,892 | | — | | (1,819) | | 2,616 | | 10,021 | | — | | 435 | | 116,145 | | | 4.9% | | 5.9% | | Mar-29 | | 284,279 | | — | | (183,580) | | (11,328) | | 9,961 | | 45,547 | | — | | 943 | | 145,822 | | | | | | | | | 8,713,825 | | 2,547,403 | | (581,276) | | (1,179,020) | | 1,223,371 | | 2,749,867 | | (7,502) | | 76,743 | | 13,543,411 | | In local currency - R | | | | | | | | | | | | | | | | | | | | | | | | | Working capital | CDI + 1.6% | | 20.0% | | Jan-25 | | 29,648 | | 982,796 | | (477,191) | | (9,811) | | 44,118 | | — | | — | | 23,079 | | 592,639 | | Debentures | CDI + 5.0% | | 15.2% | | Dec-28 | | 919,072 | | 542,660 | | (637,676) | | (143,788) | | 129,410 | | — | | 18,173 | | 14,007 | | 841,858 | | Aircraft, engines and others | Selic + 5.5% | | 10.0% | | May-25 | | 12,771 | | — | | (7,039) | | (7,173) | | 1,362 | | — | | — | | 79 | | — | | | | 6.5% | | Mar-27 | | 23,596 | | — | | (19,984) | | (936) | | 833 | | — | | — | | — | | 3,509 | | | | | | | | | | 985,087 | | 1,525,456 | | (1,141,890) | | (161,708) | | 175,723 | | — | | 18,173 | | 37,165 | | 1,438,006 | | Total in R | | | | | | | 9,698,912 | | 4,072,859 | | (1,723,166) | | (1,340,728) | | 1,399,094 | | 2,749,867 | | 10,671 | | 113,908 | | 14,981,417 | | Current | | | | | | | 1,100,051 | | | | | | | | | | | | | | | | 2,207,199 | | Non-current | | | | | | | 8,598,861 | | | | | | | | | | | | | | | | 12,774,218 |

All values are in US Dollars.

(a)The effective rate of 37.8% per year is due to the very short maturity and the transaction costs.

| Azul S.A. | Consolidated Financial Statements | F-45 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

18.3Schedule of amortization of debt

	December 31,
Description	2025	2024
2025	—	2,207,199
2026	13,783,259	1,211,585
2027	187,397	160,172
2028	5,880,851	6,267,806
2029	970,121	1,520,407
After 2029	2,237,976	3,614,248
	23,059,604	14,981,417
Current	13,783,259	2,207,199
Non-current	9,276,345	12,774,218	F-46	Consolidated Financial Statements	Azul S.A.
---	---	---	«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

18.4Restructuring

18.4.1Senior notes

During the first quarter of 2025, in exchange for the substantial balance of Senior Notes 2028, 2029 and 2030 – (“Existing Notes”), the subsidiary Azul Secured issued Senior Notes 1L – 2028 and Senior Notes 2L – 2029 and 2030 with the following conditions:

•Senior Notes 1L – 2028: R$6,180,810 (equivalent to US$1,048,839) in principal amount, on a first-lien basis, due in 2028, remuneration of 11.9% p.a. and incorporation into the principal of fees in the amount of R$396,779;

•Senior notes 2L – 2029: R$1,443,339 (equivalent to US$238,015) in principal amount, on a second-lien basis, maturing in 2029, remuneration of 11.5% p.a. and incorporation of interest into the principal of R$26,854; and

•Senior notes 2L – 2030: R$3,309,622 (equivalent to US$546,620) in principal amount, on a second-lien basis, maturing in 2030, remuneration of 10.9% p.a. and incorporation of interest into the principal of R$58,290.

The Senior Notes 1L – 2028 are guaranteed on a first lien basis after the payments of the super-priority Notes, but before the payments of the Senior Notes 2L – 2029 and 2030, in addition to other debts and other obligations, as per priorities established in an agreement between creditors. The guarantee package consists of the fiduciary assignment of the flow of receivables of Azul Viagens, the loyalty program and the fiduciary sale of the intellectual property of the loyalty program.

In addition, the Company has executed supplemental indentures to amend the terms of the Existing Notes in accordance with its solicitation of consents to substantially eliminate all restrictive covenants, events of default and collateral.

In accordance with IFRS 9 – Financial Instruments, the Company concluded that the renegotiation falls within the scope of debt extinguishment. Therefore, the proportional amounts previously recorded were extinguished and a new debt was recorded. For this reason, any costs or fees incurred were recognized in the statements of operations.

In the second quarter of 2025, the Company converted R$1,613,050 of the principal amount of the Senior notes 2L – 2029 and 2030 into 450,572,669 preferred shares at a price of R$1.95 (reais), and recognized a gain of R$734,433 in the statements of operations under the line item “Debt into equity conversion”.

18.4.2 Debentures

In September 2025, the Company renegotiated the terms of its non-convertible debentures, resulting in the postponement of the maturity date to February 2031, in the principal and interest amortization schedule to monthly starting in March 2026 and September 2025, respectively, and the remuneration rates to CDI + 3.9% p.a. as from September 2025.

In accordance with IFRS 9 – Financial Instruments, the Company concluded that the renegotiation falls within the scope of debt extinguishment. Consequently, the previously recorded proportional amounts were derecognized, and a new liability was recognized. For this reason, any costs or fees incurred were recognized in the statements of operations.

| Azul S.A. | Consolidated Financial Statements | F-47 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

18.5Relevant Funding

18.5.1Superpriority Notes

During the first quarter of 2025, the subsidiary Azul Secured issued superpriority notes in a private, in the principal amount of R$3,093,825 (equivalent to US$525,000), with costs of R$315,190, interest equivalent to Sofr Index + 8.3% p.a. (if paid in cash) or + 10.7% p.a. (if is capitalized), quarterly interest payments, the first in February 2025, and due in January 2030.

Additionally, interest in the amount of R$27,508 was incorporated into the principal. In July 2025, the balance was settled.

18.5.2New bridge notes

In April 2025, the Company obtained from its current debt security holders an additional financing of R$610,208 (equivalent to US$107,656), with costs of R$74,976, interest equivalent to 13.5% p.a., monthly interest amortization and maturity in October 2025.

Additionally, interest in the amount of R$20,082 was incorporated into the principal. In July 2025, the balance was settled.

18.5.3Debtor in possession – DIP

In May 2025, the Company secured the right to a DIP financing facility of approximately US$1.6 billion, made available in accordance with court authorization. The Company obtained access to R$9,080,656 net of funding costs of R$412,881, resulting in R$8,667,775 (equivalent to US$1.6 billion), bearing interest at 15.0% p.a. and maturing in February 2026.

Additionally, interest in the amount of R$722,849 was capitalized into the principal.

In July 2025, using the funds from the DIP facility, the Company made payments on the Superpriority Notes and New Bridge Notes transactions, mentioned above.

18.5.4Letters of Credit

During 2025, the subsidiary ALAB recognized the amount of R$1,995,890 related to the execution of letters of credit that were used for security deposits, maintenance reserves and other.

18.6Covenants

The Company continues to measure the restrictive covenants of some of its loan and financing contracts according to the original conditions, while awaiting future agreements that may be reached with its creditors under the scope of Chapter 11, as shown below.

Although the Chapter 11 process may have triggered the non-fulfillment of certain obligations, counterparties are prevented from taking any action as a result of alleged defaults. Therefore, the related debt remains classified in these financial statements according to the originally established contractual schedule.

| F-48 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) | | Covenant related to: | | Measurement indicators | | Indicators needed to a measurement. | Reached | | --- | --- | --- | --- | --- | --- | | 9th and 10th issue of debentures | | Annual | | (i) adjusted debt service coverage ratio (ICSD) equal to or greater than 1.2; (ii) financial leverage less than or equal to 6.5 in 2023; 5.0 in 2024 and 2025; and 4.5 from 2026. | Waiver | | Aircraft, engines and others | | Quarterly | | (i) The total cash balance on the last day of the quarter is not less than R1 billion. | Reached | | | Annual | | (ii) Leverage: equal to or less than 5.5, with the referred Index being obtained by net debt / EBITDA on the last day of the year. | | | | Senior notes 1L, 2L | | Quarterly | | (i) Immediate Liquidity exceeding R350 million on March 31, 2025;(ii) Immediate Liquidity exceeding R500 million as of June 30, 2025. | Reached | | DIP | | Biweekly | | Liquidity in excess of R90 million every fortnight, starting from June 13, 2025. | Reached |

All values are in US Dollars.

19.LEASES

19.1Accounting policies

Lease liabilities are recognized, measured, presented and disclosed in accordance with IFRS – 16 Leases, against right-of-use assets. Other accounting policies adopted by the Company for leasing operations are presented in note 16.

19.2Breakdown of Lease

	December 31,
Description	2025	2024
Leases	12,532,206	17,338,698
Leases – Notes	178,857	1,356,984
Leases – Convertible to equity	—	2,683,165
	12,711,063	21,378,847
Current	3,353,501	6,314,221
Non-current	9,357,562	15,064,626	Azul S.A.	Consolidated Financial Statements	F-49
---	---	---	«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

19.3Restructuring

19.3.1Extrajudicial

During the first quarter of 2025, the Company made significant progress in restructuring its obligations to lessors, which included:

•Elimination of share issuance obligations in exchange for 93,697,586 new preferred shares in a single issuance;

•Partial exchange of the Notes 2030 for new unsecured notes due in 2032 and an option for the Company to incorporate interest into principal (“PIK”); and

•Definitive and binding agreements, with deferrals of balances, extensions of terms and changes in amounts.

19.3.2Judicial

The Company renegotiated several lease agreements directly with the counterparties as part of the Chapter 11 process. Following the formal approval of the Plan, and based on the best expectations and information available, there was a reduction in the amount of R$3,497,529.

19.4Leases

Description	Average remaining term	Weighted average rate p.a	December 31,<br>2024	Additions	Modifications	Payments	Interest incurred	Transfers (a)	Write-offs	Foreign currency exchange	GUC	December 31,<br>2025
Lease without purchase option:
Aircraft, engines and simulators	8.1	18.6%	16,357,918	1,586,734	13,279	(3,552,045)	2,351,625	(155,586)	(219,708)	(1,880,957)	(2,896,289)	11,604,971
Others	5.5	16.9%	269,886	15,922	20,362	(96,931)	28,151	—	(969)	(16,748)	—	219,673
Lease with purchase option:
Aircraft, engines and simulators	4.9	16.1%	710,894	122,902	39,690	(141,311)	83,182	—	—	(107,795)	—	707,562
Total			17,338,698	1,725,558	73,331	(3,790,287)	2,462,958	(155,586)	(220,677)	(2,005,500)	(2,896,289)	12,532,206
Current			4,928,197									3,353,501
Non-current			12,410,501									9,178,705

(a)Transfer balances are “Accounts payable”.

| F-50 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) || Description | Average remaining term | Weighted average rate p.a. | December 31, 2023 | Additions | Modifications | Payments | Interest incurred | Transfers (a) | Write-offs | Foreign currency exchange | December 31, 2024 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Lease without purchase option: | | | | | | | | | | | | | Aircraft, engines and simulators | 8.0 | 16.2 % | 11,567,882 | 2,605,615 | 237,065 | (2,955,177) | 1,890,622 | (226,490) | (17,942) | 3,256,343 | 16,357,918 | | Others | 4.8 | 11.5 % | 237,254 | 64,138 | 2,544 | (83,264) | 24,350 | — | (12,916) | 37,780 | 269,886 | | Lease with purchase option: | | | | | | | | | | | | | Aircraft, engines and simulators | 4.0 | 14.5 % | 650,691 | — | (8,150) | (188,206) | 89,187 | — | — | 167,372 | 710,894 | | Total | | | 12,455,827 | 2,669,753 | 231,459 | (3,226,647) | 2,004,159 | (226,490) | (30,858) | 3,461,495 | 17,338,698 | | Current | | | 3,349,056 | | | | | | | | 4,928,197 | | Non-current | | | 9,106,771 | | | | | | | | 12,410,501 |

(a)The balances of the transfers are between classifications of “Leases”.

19.5Leases – Notes

Description	Average remaining term	Weighted average rate p.a.	December 31, 2024	Modifications	Payments	Interest incurred	GUC	Foreign currency exchange	December 31, 2025
Financing with lessors – Notes	6.5	17.1 %	1,356,984	(32,031)	(550,674)	143,601	(601,240)	(137,783)	178,857
Total			1,356,984	(32,031)	(550,674)	143,601	(601,240)	(137,783)	178,857
Current			144,706						—
Non-current			1,212,278						178,857	Description	Average remaining term	Weighted average rate p.a.	December 31, 2023	Payment	Interest incurred	Foreign currency exchange	December 31, 2024
---	---	---	---	---	---	---	---
Financing with lessors – Notes	5.5	14.8%	1,030,845	(123,703)	161,996	287,846	1,356,984
Total			1,030,845	(123,703)	161,996	287,846	1,356,984
Current			121,948				144,706
Non-current			908,897				1,212,278
Azul S.A.	Consolidated Financial Statements	F-51
---	---	---		«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

19.6Leases – Convertible to equity

Description	Average remaining term	Weighted average rate p.a.	December 31, 2024	Modifications	Payments	Interest incurred	Foreign currency exchange	December 31, 2025
Financing with lessors – Convertible to equity	0.0	— %	2,683,165	(2,172,452)	(379,377)	69,354	(200,690)	—
Total			2,683,165	(2,172,452)	(379,377)	69,354	(200,690)	—
Current			1,241,318					—
Non-current			1,441,847					—
Description	Average remaining term	Weighted average rate p.a.	December 31, 2023	Payments	Interest incurred	Transfers (a)	Foreign currency exchange	December 31, 2024
---	---	---	---	---	---	---	---	---
Financing with lessors – Convertible to equity	2.6	14.4 %	1,659,739	(61,245)	294,359	226,490	563,822	2,683,165
Total			1,659,739	(61,245)	294,359	226,490	563,822	2,683,165
Current			216,388					1,241,318
Non-current			1,443,351					1,441,847

(a)Transfer balances are between the “Leases” classifications.

| F-52 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

19.7Schedule of amortization of leases

	December 31,
Description	2025	2024
2025	—	5,219,787
2026	3,601,304	3,935,627
2027	2,971,572	3,473,086
2028	2,767,084	3,095,203
2029	2,562,476	2,797,924
After 2029	10,781,388	10,562,642
Minimum lease payments	22,683,824	29,084,269
Financial charges	(10,151,618)	(11,745,571)
Present value of minimum lease payments	12,532,206	17,338,698
Current	3,353,501	4,928,197
Non-current	9,178,705	12,410,501

19.8Schedule of amortization of leases – Notes

Description	December 31, 2025	December 31, 2024
2025	—	155,502
2026	—	132,873
2027	—	132,873
2028	—	132,873
2029	—	132,873
After 2029	498,718	1,838,076
Minimum lease payments	498,718	2,525,070
Financial charges	(319,861)	(1,168,086)
Present value of minimum lease payments	178,857	1,356,984
Current	—	144,706
Non-current	178,857	1,212,278	Azul S.A.	Consolidated Financial Statements	F-53
---	---	---	«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

19.9Schedule of amortization of leases – Convertible to equity

Description	December 31, 2025	December 31, 2024
2025	—	1,292,650
2026	—	1,058,962
2027	—	757,234
Minimum lease payments	—	3,108,846
Financial charges	—	(425,681)
Present value of minimum lease payments	—	2,683,165
Current	—	1,241,318
Non-current	—	1,441,847

19.10Covenants

During the restructuring process under Chapter 11, certain lease agreements that contained restrictive clauses (“covenants”) were rejected and therefore no longer give rise to any future obligations, including compliance with those covenants. Other agreements had remaining amounts classified as GUC, a classification that does not imply the continuation of the covenants.

F-54	Consolidated Financial Statements	Azul S.A.
«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

20.CONVERTIBLE DEBT INSTRUMENTS

20.1Accounting policies

As required by IFRS 9 – Financial Instruments, the right to convert debentures into shares was measured at fair value through profit or loss as it is an embedded derivative.

20.2Movement of convertible debt instruments

Description		Effective rate (a)		Maturity	December 31, 2024	Funding (b)	Variation<br>of the conversion right	Payment of principal	Payment of interest	Interest incurred	Foreign currency exchange (c)	Effect of restructuring (b)	December 31, 2025
In foreign currency – US
Debentures	%	12.3	%	Oct-28	1,182,368	84,884	(1,006,544)	(351,581)	(188,780)	405,207	22,097	249,715	397,366
Total in R					1,182,368	84,884	(1,006,544)	(351,581)	(188,780)	405,207	22,097	249,715	397,366
Current					124,321								88,996
Non-current					1,058,047								308,370

All values are in US Dollars.

(a)Does not consider the conversion right.

(b)Due to restructuring, the amount refers to the payment of a premium of R$1,428, extinction and reconstitution of the conversion right of R$961,252 and income from extinction and reconstitution of the debt of R$712,965, resulting in the amount of R$249,715, with R$84,884 added relating to the incorporation of fees into the principal, totalized R$334,599, registered on Statements of Operations.

(c)Consider the original exchange rate.

Description		Effective rate p.a (a)		Maturity	December 31, 2023	Variation<br>of the conversion right	Payment of interest	Interest incurred	Foreign currency exchange (b)	December 31, 2024
In foreign currency – US
Debentures	%	12.3	%	Oct-28	1,201,610	(437,035)	(76,382)	273,826	220,349	1,182,368
Total in R					1,201,610	(437,035)	(76,382)	273,826	220,349	1,182,368
Current					25,807					124,321
Non-current					1,175,803					1,058,047

All values are in US Dollars.

(a)Does not consider the conversion right.

(b)Consider the original exchange rate.

| Azul S.A. | Consolidated Financial Statements | F-55 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

20.3Renegotiations

During the first quarter of 2025, the Company renegotiated the convertible debentures, with payment of a premium of R$1,428 (equivalent to US$242) and a change in the conversion price from R$22.78 reais to R$3.37 reais. There was no change in the maturity date or nominal interest rate.

20.4Schedule of amortization

Description	December 31, 2025	December 31, 2024
2025	—	124,321
2026	88,996	—
2028	308,370	1,058,047
	397,366	1,182,368
Current	88,996	124,321
Non-current	308,370	1,058,047	F-56	Consolidated Financial Statements	Azul S.A.
---	---	---
«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

21.ACCOUNTS PAYABLE

21.1Accounting policies

The amounts are initially recognized at fair value and subsequently increased, when applicable, by the related charges and by monetary and foreign exchange variations.

21.2Breakdown of accounts payable

	December 31,
Description	2025	2024
Accounts payable	4,258,897	4,624,784
Accounts payable – Notes	494,293	511,389
Accounts payable – Convertible to equity	—	173,448
Lessors – GUC – Chapter 11	1,851,421	—
Breakage – GUC – Chapter 11	(1,724,867)	—
	4,879,744	5,309,621
Current	3,931,201	4,147,225
Non-current	948,543	1,162,396

21.3Restructuring

21.3.1Extrajudicial

During the first quarter of 2025, the Company made significant progress in restructuring its obligations to suppliers, which included:

•Elimination of share issuance obligations in exchange for 2,312,402 new preferred shares in a single issuance;

•Exchange of the Notes 2030 for new unsecured notes due in 2032 and an option to incorporate interest into the principal (“PIK”); and

•Definitive and binding agreements with deferrals of balances.

21.3.2Judicial

The Company renegotiated several lease agreements and supplier arrangements directly with the counterparties as part of the Chapter 11 process. Following the formal approval of the Plan, and based on the best expectations and information available, there was a reduction in the amounts of R$193,435 and R$181,893, respectively.

As of December 31, 2025, based on the best expectations and information available, the net balance of “Lessors – GUC – Chapter 11” and “Breakage – GUC – Chapter 11” reflects the obligations assumed under the agreement with the UCC (Unsecured Creditors' Committee), totaling US$23 million, which provides for payments either in cash or participation in the GUC Trust, in addition to the other benefits established in the Plan.

Azul S.A.	Consolidated Financial Statements	F-57
«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

22.DERIVATIVE FINANCIAL INSTRUMENTS

22.1Accounting policies

Variations in interest rates, exchange rates and aviation fuel prices expose the Company and its subsidiaries to risks that may affect their financial performance. In order to mitigate such risks, the Company contracts derivative financial instruments. Changes in the fair value of derivative instruments are recognized directly in the financial result (income/expense).

22.2Breakdown of derivative financial instruments

Changes in fair value	Forward – fuel	Option fuel	Conversion right debentures (a)	Total
At December 31, 2023	(60,102)	12,266	(488,775)	(536,611)
Gains (losses) recognized in result	(108,435)	(10,871)	437,035	317,729
Payment (receipts)	103,162	(1,395)	—	101,767
At December 31, 2024	(65,375)	—	(51,740)	(117,115)
Gains (losses) recognized in result	(20,023)	—	1,006,544	986,521
Payments	46,822	—	—	46,822
Transfers (b)	38,576	—	—	38,576
Restructuring (c)	—	—	(961,252)	(961,252)
At December 31, 2025	—	—	(6,448)	(6,448)
Non-current convertible instruments	—	—	(6,448)	(6,448)
	—	—	(6,448)	(6,448)

(a) Balance recorded in the consolidated, representing 311,299,938 options for conversion into shares..

(b) The balance of transfers to “Loans and Financing”.

23.AIRPORT TAXES AND FEES

23.1Accounting policies

The amounts payable in airport taxes and fees are initially recognized at fair value and subsequently increased, when applicable, by the corresponding charges and monetary and exchange variations.

| F-58 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

23.2Breakdown of airport taxes and fees

	December 31,
Description	2025	2024
Tax transaction	926,051	916,690
Airport fees	351,591	212,125
Boarding tax	294,441	231,913
Other taxes	38,554	16,691
	1,610,637	1,377,419
Current	899,605	584,739
Non-current	711,032	792,680

24.AIR TRAFFIC LIABILITY SERVICES AND LOYALTY PROGRAM

24.1Accounting policies

It comprises the Company’s obligations arising from advance receipts for the provision of air transportation services and other services. Such obligations are settled upon the performance of the services.

The Company recognized breakage revenue based on the historical issuance of tickets that will expire due to non-use, that is, passengers who purchased tickets and are highly likely not to use them. For the purpose of recognizing this revenue, the average periods for providing air transport services are also considered, and these assumptions are included in a statistical model that determines the forecast breakage rate to be adopted. At least annually, the calculations are reviewed to reflect and capture changes in customer behavior regarding ticket expiration.

24.2Breakdown of air traffic liability services and loyalty program

	December 31,
Description	2025	2024
Air traffic liability to be executed	3,207,735	3,060,010
Loyalty program to be executed	2,922,070	3,178,919
Travel packages to be executed	1,047,547	941,229
Air traffic cargo to be executed	22,768	11,840
Breakage	(959,431)	(865,941)
	6,240,689	6,326,057

25.SALARIES AND BENEFITS

25.1Accounting policies

Amounts payable relating to salaries and social security obligations are initially recognized at fair value and subsequently increased, when applicable, by the corresponding charges and monetary and exchange rate variations.

| Azul S.A. | Consolidated Financial Statements | F-59 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

25.2Breakdown salaries and benefits

	December 31,
Description	2025	2024
Salaries and benefits	533,713	508,412
Share-based payment	—	36
	533,713	508,448

26.TAXES PAYABLE

26.1Accounting policies

Tax obligations arising from the Company's operating activities, mainly from passenger and cargo transportation, are initially recognized at fair value and subsequently increased, when applicable, by the corresponding charges and monetary and exchange rate variations.

26.2Breakdown of taxes payable

	December 31,
Description	2025	2024
Tax transaction	226,141	230,214
Taxes withheld	84,753	80,868
Import taxes	10,210	9,497
Others	16,484	3,374
	337,588	323,953
Current	144,007	125,055
Non-current	193,581	198,898

27.PROVISIONS

27.1Accounting policies

27.1.1Provision for return of aircraft and engines

Aircraft and engines negotiated under lease without purchase options regularly provide for contractual obligations establishing conditions for the return of these assets.

In this way, the Company provides for return costs, since these are present obligations arising from past events and which will generate future disbursements, which are measured with reasonable certainty.

These expenses basically refer to aircraft reconfiguration (interior and exterior), obtaining licenses and technical certifications, verifications of returns, maintenance, painting, etc., as established in the contract. The cost of return is initially recognized at present value as part of the cost of right-of-use assets, and the provision for aircraft return costs is recorded in the “Provisions” account. After initial recognition, the liability is updated according to the capital remuneration rate estimated by the Company, with a corresponding entry recorded in the financial result. Any changes in the estimate of expenses to be incurred are recognized prospectively against the right of use asset or in the statement of operations for the year if the right-of-use balance is insufficient.

| F-60 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

27.1.2Tax, civil and labor risks

The Company is a party to legal and administrative proceedings, mainly in Brazil. Assessments of the likelihood of loss in these cases include an analysis of the available evidence, the hierarchy of laws, the available case laws, the most recent court decisions and their significance in the legal system, as well as the assessment of lawyers.

Provisions are revised and adjusted to reflect changes in circumstances, such as the applicable statute of limitations, conclusions of tax inspections or additional exposures identified based on new matters or court decisions.

The Company’s Management believes that the provision for tax, civil and labor risks is sufficient to cover any losses on legal and administrative.

27.1.3Post-employment benefits

The Company recognizes actuarial liabilities related to health insurance benefits offered to its employees in accordance with IAS 19 – Employee Benefits. Actuarial gains and losses are recognized in other comprehensive income based on the actuarial report prepared by independent experts, while the current service cost and interest cost are recognized in statement of operations for the year.

27.2Breakdown of provisions

The movements in provisions are presented below:

Description	Return of aircraft and engines (a)	Tax, civil and other risks	Post -employment benefit	Total
At December 31, 2023	2,573,170	557,773	9,910	3,140,853
Movements	503,080	85,889	154	589,123
Write-offs	(77,086)	(346,047)	—	(423,133)
Interest incurred	151,153	(75,136)	972	76,989
Effect of plan experience	—	—	(2,811)	(2,811)
Foreign currency exchange	798,015	—	—	798,015
At December 31, 2024	3,948,332	222,479	8,225	4,179,036
Movements	(2,134,403)	594,898	153	(1,539,352)
Write-offs	(39,818)	(565,204)	(119)	(605,141)
Interest incurred	181,428	5,003	941	187,372
Effect of plan experience	—	—	1,014	1,014
Foreign currency exchange	(448,254)	—	—	(448,254)
At December 31, 2025	1,507,285	257,176	10,214	1,774,675

(a)Nominal discount rate 17.9% p.a. (10.8% p.a on December 31, 2024).

| Azul S.A. | Consolidated Financial Statements | F-61 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

27.2.1Tax, civil and labor risks

The balances of the proceedings with estimates of probable and possible losses are shown below:

	Probable loss		Possible loss
	December 31,		December 31,
Description	2025	2024	2025	2024
Tax	91,463	78,936	333,551	89,826
Civil	109,868	76,608	331,275	126,818
Labor	55,845	66,935	257,675	194,234
	257,176	222,479	922,501	410,878

27.2.1.1Taxes

The Company has tax‑related claims, mainly arising from judicial and administrative proceedings involving federal, state, and municipal taxes.

During the third quarter of 2025, the Company became aware of proceedings with a possible loss estimate, concerning the tax bases of Corporate Income Tax (IRPJ), Social Contribution on Net Income (CSLL), and Value-Added Tax on Sales and Services (ICMS), in the amount of R$161,147.

27.2.1.2Civil

The Company has civil lawsuits, mainly related to compensation actions in general, such as flight delays and cancellations, lost and damaged luggage.

The increase in cases assessed as having a probable loss is due to the significant rise in the number of claims received.

The amounts are dispersed, and no specific case warrants individual mention.

The increase in cases assessed as having a possible loss results from the Company’s change in policy regarding the granting of settlements through compensation vouchers.

27.2.1.3Labor

The Company has labor complaints, mainly related to discussions related to overtime, hazard pay, unhealthy conditions and equal pay. The values are scattered and it is not possible to highlight any specific process.

27.2.2Post-employment benefit

Below are the assumptions used to calculate post-employment benefits:

	December 31,
Weighted average of assumptions	2025	2024
Nominal discount rate p.a.	11.5%	11.8	%
Actual discount rate p.a.	7.2%	7.4	%
Estimated inflation rate in the long term p.a.	4.1%	4.1	%
HCCTR – Average nominal inflation rate p.a.	7.2%	7.2	%
HCCTR – Actual nominal inflation rate p.a.	3.0%	3.0	%
Mortality table	AT-2000 downrated by 10%	AT-2000 downrated by 10%		F-62	Consolidated Financial Statements	Azul S.A.
---	---	---
«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

28.RELATED-PARTY TRANSACTIONS

28.1Accounting policies

Transactions with related parties were entered into in the ordinary course of the Company’s business, at prices, terms and financial charges according to the conditions established between the parties. Such operations include, among other aspects, shared service agreements and loan agreements.

28.1.1.Compensation of key management personnel

The Company’s employees are entitled to profit sharing based on certain goals agreed annually. In turn, executives are entitled to bonus based on statutory provisions proposed by the Board of Directors and approved by the shareholders. The amount of profit sharing is recognized in profit or loss for the year in which the goals are achieved.

Key management personnel comprise the directors, officers and members of the Executive Committee and directors. Expenses incurred with remuneration and the respective charges, paid or payable, are shown below:

	December 31,
Description	2025	2024	2023
Salaries and benefits	75,445	57,743	19,429
Post-employment benefit	620	716	595
Share-based payment	67,615	39,870	63,529
	143,680	98,329	83,553

Stock-based compensation plan, considers the Stock Options, RSU and phantom shares. Such plans are expected to be settled in up to eight years and, therefore, do not represent a cash outflow. The increase in 2025 relates to the cancellation of stock option and RSU awards that had not yet vested, accelerating the recognition of the expense(note 33).

28.1.2.Guarantees and pledges granted

The Company has granted guarantees on rental properties for some of its executives and the total amount involved is not significant.

28.1.3.Corporated contract

In August 2024, the Company entered into a corporate agreement with Águia Branca Participações S.A., one of its shareholders, to obtain airline tickets.

28.1.4.Breeze

The Company signed sublease agreements for three aircraft with Breeze Aviation Group (“Breeze”), an airline founded by the controlling shareholder of Azul, headquartered in the United States. The transaction was voted on and approved by 97% of the Azul's shareholders at the Extraordinary General Meeting held on March 2020. Following good corporate practices, the controlling shareholder did not participate in the voting.

During the year ended December 31, 2024, the Company finalized the sublease contracts.

The operations with Breeze are presented below:

| Azul S.A. | Consolidated Financial Statements | F-63 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) || | | | | December 31, | | | --- | --- | --- | --- | --- | --- | | Creditor | Debtor | Type of operation | Note | 2025 | 2024 | | ALAB | Breeze | Maintenance reserves | Accounts receivable | — | 2,703 | | Breeze | ALAB | Maintenance reserves | Other liabilities | — | (11,411) || | | | | December 31, | | | | --- | --- | --- | --- | --- | --- | --- | | Revenues | Expenses | Type of operation | Note | 2025 | 2024 | 2023 | | ALAB | Breeze | Interest incurred | Financial income | — | 1,754 | 5,824 |

28.1.5.Azorra

In August 2022, the Company made agreements for purchase and sale of aircraft and engines with entities that are part of Azorra Aviation Holdings LLC. (“Azorra”), which has become a related party as the Company’s Board of Directors’ Chairman was elected independent member of Azorra’s Board of Directors.

The operations with Azorra are presented below:

				December 31,
Creditor	Debtor	Type of operation	Note	2025	2024
ALAB	Azorra	Accounts receivable	Accounts receivable	—	118,013
ALAB	Azorra	Maintenance reserve	Deposits	15,418	—
ALAB	Azorra	Security deposits	Deposits	52,840	46,213
Azorra	ALAB	Leases	Leases	(295,954)	(473,428)
Azorra	Azul Investments	Leases – Notes	Leases	—	(96,458)
Azorra	Azul	Leases – Convertible to equity	Leases	—	(150,441)		December 31,
---	---	---	---	---	---	---
Revenues	Expenses	Type of operation	Note	2025	2024	2023
Azorra	ALAB	Interest incurred	Financial expense	84,548	78,451	17,106

28.1.6.Lilium

In August 2021, the Company announced plans to make a strategic partnership with Lilium GmbH, a wholly owned subsidiary of Lilium N.V. (“Lilium), which has ultimately become a related party as the Company’s Board of Directors’ Chairman was elected independent member of Lilium’s Board of Directors.

As of December 31, 2025, and 2024, the Company has no outstanding balances with Lilium.

28.1.7.United

The Company has agreements with United Airlines Inc. (“United”), one of its shareholders, for the use of the loyalty program and for the re-accommodation of passengers. As of December 31, 2025 and 2024, the balance is not significant.

28.1.8.Airbus Brasil

The Company has agreements with Airbus Brasil Negócios Aeroespaciais Ltda. (“Airbus Brasil”), where one member of committee was a consultant. As of December 31, 2025 and 2024, the balance is not significant.

| F-64 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

29.OTHER LIABILITIES

29.1Accounting policies

Recorded at the fair value of the known obligations and are subsequently increased, when applicable, by the corresponding charges. They are classified as current or non‑current according to their expected settlement period.

29.2 Breakdown of other liabilities

	December 31,
Description	2025	2024
Lease liabilities	802,882	516,670
Accounts payable	252,534	424,178
Investment in subsidiary	—	38,279
Others	75,481	98,545
Total	1,130,897	1,077,672
Current	124,039	268,935
Non-current	1,006,858	808,737

30.EQUITY

30.1Accounting policies

The shareholders’ equity is composed of issued capital, capital reserve, treasury shares and accumulated profits or losses. The observed changes reflect the evolution of the shareholders’ equity over the course of the fiscal year.

30.2Issued capital

	Value	Quantity
Description	Company’s capital (a)	Advance for future capital increase	Common shares	Preferred shares
At December 31, 2023	2,314,821	789	928,965,058	335,747,796
Capital payment	807	(807)	—	—
Share-based payment	—	18	—	3,000
At December 31, 2024	2,315,628	—	928,965,058	335,750,796
Increase capital	—	—	—	—
Conversion into shares – leases (b)	3,006,736	—	—	93,697,586
Conversion into shares – suppliers (b)	74,204	—	—	2,312,402
Conversion into shares – loans and financing (c)	1,613,050	—	—	450,572,669
Issuance of shares – controlling shareholders	72,000	—	1,200,000,063	—
Issuance of shares – public offering	48,392	—	—	13,517,180
Issuance of shares - preemptive right	1,849	—	—	189,120
At December 31, 2025	7,131,859	—	2,128,965,121	896,039,753

(a)Considers the amount of R$71,034 refers unpaid capital.

(b)Considers the conversion of 96,009,988 preferred shares, with an issuance value of R$32.09 per share and a fair value of R$3.29 per share, resulting in a fair value adjustment of R$2,765,066.

| Azul S.A. | Consolidated Financial Statements | F-65 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

(c)Considers the conversion of 450,572,669 preferred shares, with an issuance value of R$3.58 per share and a fair value of R$1.95 per share, resulting in a fair value adjustment of R$734,433.

As established in the Company’s bylaws, each common share entitles you to 1 (one) vote. Preferred shares of any class do not confer voting rights, however, they provide their holders with:

•Capital repayment priority;

•The right to be included in a public offer for the purchase of shares, due to the transfer of control of the Company, under the same conditions and for a price per share equivalent to seventy-five (75) times the price per share paid to the controlling shareholder;

•The right to receive amounts equivalent to seventy-five (75) times the price per common share after the division of remaining assets among shareholders; and

•The right to receive dividends equal to seventy-five (75) times the amount paid for each common share.

The Company’s shareholding structure is presented below:

	December 31, 2025						December 31, 2024
Shareholder	Common shares		Preferred shares		% economic participation		Common shares		Preferred shares		% economic participation
David Neeleman	67.0	%	0.8	%	2.9	%	67.0	%	2.2	%	4.5	%
Shareholders Trip (a)	33.0	%	0.7	%	1.4	%	33	%	1.8	%	2.9	%
Ballyfin Aviation II	—	%	5.7	%	5.6	%	—	%	—	%	—	%
United Airlines Inc	—	%	2.1	%	2.0	%	—	%	5.5	%	5.4	%
Others	—	%	90.7	%	88.1	%	—	%	90.4	%	87.1	%
Treasury shares	—	%	—	%	—	%	—	%	0.1	%	0.1	%
Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

(a)This refers to Trip Participações S.A., Trip Investimentos Ltda. and Rio Novo Locações Ltda.

The Company is authorized, by resolution of the Board of Directors, to increase the issued capital, regardless of any amendments to the bylaws, by up to R$30,000,000, with the possibility of issuing into preferred shares and the issuance of up to 7,500,000 new common shares. The Board of Directors will set the conditions for the issue, including the issue price and payment terms

30.3Treasury shares

30.3.1Accounting policies

Own equity instruments that are acquired (treasury shares) are recognized at cost and deducted from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of these equity instruments. Any difference between the carrying amount and the fair value, if the share is reissued, is recognized in the share premium.

| F-66 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

30.3.2Movement of treasury shares

Description	Number of shares	Value	Average cost (in R$)
At December 31, 2023	499,999	9,041	18.08
Repurchase	210,000	2,596	12.36
Alienation	(4,125)	(69)	—
Transfers	(441,379)	(7,234)	—
At December 31, 2024	264,495	4,334	16.39
Repurchase	4,000	4	1.00
Transfers	(179,816)	(2,905)	—
At December 31, 2025	88,679	1,433	16.16

31.EARNINGS (LOSS) PER SHARE

31.1Accounting policies

Basic earnings per share is calculated by dividing the net income attributable to the Company's equity holders by the weighted average number of shares outstanding, except treasury shares, during the year.

Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding, excluding treasury shares, for the effects of potentially convertible instruments. For the year ended December 31, 2025, although the Company reported net income, and to the losses reported in the years ended December 31, 2024, and 2023 potentially convertible instruments were not included in the calculation of diluted earnings per share because the conversion price exceeded the market price of the Company’s shares during the period, rendering such instruments antidilutive.

31.2Earnings (loss) per share calculation

According to IAS 33 - Earnings (loss) per share, the Company has retrospectively adjusted the earnings (loss) per share to reflect the conversion of preferred shares into common shares and the reverse stock split that occurred in 2026, in 75:1 basis without modification of share capital. As these events only changed the number of shares, the weighted average number of shares was adjusted for all periods presented, with no impact on income (loss) for the year, affecting the denominator of the earnings (loss) per share calculation, as presented below:

	Years ended December 31,
Description	2025	2024	2023
Numerator
Income (loss) for the year	124,858	(9,151,371)	(2,380,456)
Denominator
Weighted average number of common shares	788,177,294	347,661,854	347,532,168
Weighted average number of presumed conversions (a)	320,136,768	900,031,192	220,081,929
Weighted average number of preferred shares that would have been issued the average share price at the market price	—	2,377,040	4,041,744
Basic income (loss) per common share – R$ (as adjusted)	0.16	(26.32)	(6.85)
Diluted income (loss) per common share – R$ (as adjusted)	0.16	(26.32)	(6.85)

(a)Excludes treasury shares.

| Azul S.A. | Consolidated Financial Statements | F-67 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

The basic and diluted loss per share before the effects of the aforementioned adjustments, as previously presented in 2024 financial statements, are shown below:

	Years ended December 31,
Description	2024	2023
Numerator
Income (loss) for the year	(9,151,371)	(2,380,456)
Denominator
Weighted average number of common shares	928,965,058	928,965,058
Weighted average number of preferred shares	335,275,653	335,145,967
Economic value of preferred shares	75	75
Weighted average number of equivalent preferred shares (a)	347,661,854	347,532,168
Weighted average number of equivalent common shares(b)	26,074,639,033	26,064,912,583
Weighted average number of presumed conversions	900,031,192	220,081,929
Weighted average number of preferred shares that would have been issued the average share price at the market price	2,377,040	4,041,744
Basic loss per common share – R$	(0.35)	(0.09)
Diluted loss per common share – R$	(0.35)	(0.09)
Basic loss per preferred share – R$	(26.32)	(6.85)
Diluted loss per preferred share – R$	(26.32)	(6.85)

32.SHARE-BASED PAYMENT

32.1Accounting policies

The Company offers share-based compensation plans that may be settled in shares or cash, under which the Company receives services as consideration.

The cost of the instruments is measured based on their fair value at the grant date, or at the date of these financial statements in the case of phantom shares. To determine the fair value of stock options, the Company uses the Black-Scholes model.

The cost of transactions settled with equity securities is recognized in profit or loss under “Salaries and Benefits”, together with corresponding increase in the “Capital reserve” or “Salaries and social charges” liability for phantom shares, over the period in which performance and/or service condition are met.

32.2Compensation plans

The Company has three share-based compensation plans: the Stock Option Plan (“Option Plan”), the Restricted Stock Plan (“RSU”) and the Stock Purchase Plan ("Phantom Shares"). All of them aim to stimulate and promote the alignment of the objectives of the Company, shareholders, management and employees, and mitigate the risks in the generation of value of the Company by the loss of its executives, strengthening their commitment and productivity in the long-term results.

During the first quarter of 2025, the Company approved the creation of the first program under its stock option plan, providing for the grant of up to 250,000,000 shares with a vesting period of up to three years.

| F-68 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

During the second quarter of 2025, the Company partially canceled stock options and restricted stock units (RSUs) that had not yet vested.

In accordance with IFRS 2 – Share-based Payment, the Company concluded that, as a result of the cancellation, it was required to accelerate the recognition of the related compensation expense. Accordingly, the remaining amount of previously unrecognized expenses was fully recognized in profit or loss, reflecting the settlement of the Company’s future obligations related to these programs.

The movement of the plans is shown below:

	Number of shares
Description	Stock option plan	RSU	Phantom shares	Total
At December 31, 2023	20,521,684	1,544,065	246,930	22,312,679
Granted	4,200,000	1,007,253	—	5,207,253
Exercised	(3,000)	(608,472)	(18,177)	(629,649)
Canceled	(94,181)	(101,824)	(47,742)	(243,747)
At December 31, 2024	24,624,503	1,841,022	181,011	26,646,536
Exercised	—	(248,045)	—	(248,045)
Canceled	(15,787,673)	(1,057,181)	(82,845)	(16,927,699)
At December 31, 2025	8,836,830	535,796	98,166	9,470,792	December 31,
---	---	---
Description	2025	2024
Share price (in reais)	0.18	3.54
Weighted average price of the stock option (in reais)	—	5.97
Weighted average price of the phantom shares (in reais)	—	10.35
Option plan cash inflow	—	18
Flat cash inflow of phantom shares	—	188
Total liability related to the phantom shares	—	36
Income tax related to the transfer of RSU	98	1,439
Number of shares equivalent to RSU IR	68,229	167,093

The expenses of share-based compensation plans are shown below:

	Years ended December 31,
Description	2025	2024	2023
Stock option plan	62,030	38,794	61,646
RSU	8,786	6,361	9,093
Phantom shares	(37)	(1,700)	904
	70,779	43,455	71,643

Due to the decrease in the Company’s share price during the year ended December 31, 2025, from R$3.54 (in reais) to R$0.18 (in reais), the estimated liability related to phantom share compensation decreased, resulting in a reversal of expenses recognized in prior periods.

| Azul S.A. | Consolidated Financial Statements | F-69 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

32.3Assumptions

32.3.1Stock option

During 2025, the Company did not grant any new awards under its share-based compensation programs, as presented below:

Grant	Exercise price (in R$)	Avarege fair value (in R$)	Volatility		Expected dividend		Average rate of return		Exercise rate per tranche		Remaining term<br> (in years)	Purchasing period up to (years)	Options granted	Outstanding options	Options available
December 11, 2009	3.42	1.93	47.7	%	1.1	%	8.8	%	25.0	%	0.0	4.0	5,032,800	180,870	180,870
March 24, 2011	6.44	4.16	54.8	%	1.1	%	12.0	%	25.0	%	0.0	4.0	1,572,000	84,000	84,000
April 5, 2011	6.44	4.16	54.8	%	1.1	%	12.0	%	25.0	%	0.0	4.0	656,000	6,200	6,200
June 30, 2014	19.15	11.01	40.6	%	1.1	%	12.5	%	25.0	%	0.0	4.0	2,169,122	708,993	708,993
July 1, 2015	14.51	10.82	40.6	%	1.1	%	15.7	%	25.0	%	0.0	4.0	627,810	177,592	177,592
July 1, 2016	14.50	10.14	43.1	%	1.1	%	12.2	%	25.0	%	0.0	4.0	820,250	280,124	280,124
July 6, 2017	22.57	12.82	43.4	%	1.1	%	10.3	%	25.0	%	0.0	4.0	680,467	442,796	442,796
August 8, 2022	11.07	8.10	70.0	%	—	%	13.0	%	25.0	%	0.6	4.0	1,774,418	864,700	864,700
August 8, 2022	11.07	6.40	68.8	%	—	%	13.2	%	33.3	%	0.0	3.0	1,514,999	1,027,448	1,027,448
August 19, 2022	11.07	7.39	67.2	%	—	%	13.6	%	100.0	%	0.0	1.0	4,900,000	4,624,480	4,624,480
August 19, 2022	11.07	11.54	74.6	%	—	%	12.7	%	33.0	%	0.0	5.0	8,900,000	—	—
July 7, 2023	15.60	10.80	75.4	%	—	%	10.5	%	25.0	%	1.5	4.0	1,800,000	439,627	439,627
October 23, 2024	4.04	3.25	73.0	%	—	%	12.9	%	25.0	%	0.0	4.0	2,200,000	—	—
December 14, 2024	4.17	2.16	72.8	%	—	%	14.8	%	25.0	%	0.0	4.0	2,000,000	—	—
													34,647,866	8,836,830	8,836,830

32.3.2RSU

During 2025, the Company did not grant any new awards under its share-based compensation programs, as presented below:

Grant	Exercise rate per tranche		Fair value <br>(in reais)	Remaining term <br>(in years)	Purchasing period up to (years)	Total<br>granted	Total not<br>exercised
July 7, 2021	25.0	%	42.67	0.0	4.0	300,000	—
July 7, 2022	25.0	%	11.72	0.5	4.0	335,593	13,800
July 7, 2022	25.0	%	11.72	0.5	4.0	671,186	38,966
July 7, 2023	25.0	%	19.32	1.5	4.0	500,000	57,774
October 23, 2024	25.0	%	5.48	2.8	4.0	671,502	276,876
December 13, 2024	25.0	%	4.17	2.9	4.0	335,751	148,380
						2,814,032	535,796

32.3.3Phantom shares

Grant	Exercise price<br>(in reais)	Average fair value of option	Volatility		Expected dividend		Average risk-free rate of return	Exercise rate per tranche	Remaining term<br>(in years)	Purchasing period up to (years)	Total granted	Total outstanding	Options available
August 7, 2018	20.43	—	90.8	%	0	%	14.3%	25.0%	0.0	4.0	707,400	53,520	53,520
April 30, 2020	10.35	0.01	90.8	%	0	%	14.3%	33.3%	0.0	3.0	3,250,000	30,696	30,696
April 30, 2020	10.35	0.04	86.7	%	0	%	13.9%	25.0%	0.0	4.0	1,600,000	12,520	12,520
August 17, 2021	33.99	0.01	84.1	%	0	%	13.7%	25.0%	0.0	4.0	580,000	1,430	1,430
											6,137,400	98,166	98,166	F-70	Consolidated Financial Statements	Azul S.A.
---	---	---
«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

33.RISK MANAGEMENT

35.1Accounting policies

Operating activities expose the Company and its subsidiaries to the following financial risks: (i) market risk, related to interest rate, fuel price and exchange rate, (ii) credit risk and (iii) liquidity risk.

The risks are monitored by the Company’s management and can be mitigated through the use of swaps, forward contracts and options.

All activities with derivative financial instruments for risk management are carried out by specialists with experience and adequate supervision. It is the Company's policy not to operate transactions for speculative purposes.

35.2Fair value hierarchy of financial instruments

The following hierarchy is used to determine the fair value of financial instruments:

Level 1: quoted prices, without adjustment, in active markets for identical assets and liabilities;

Level 2: other techniques for which all inputs that have a significant effect on the fair value recorded are directly or indirectly observable; and

Level 3: techniques that use data that have a significant effect on the fair value recorded that are not based on observable market data.

The fair value hierarchy of the Company's consolidated financial instruments, as well as the comparison between book value fair value, are identified below:

			Carrying amount		Fair value
			December 31,		December 31,
Description	Note	Level	2025	2024	2025	2024
Assets
Long-term investments – TAP Bond	7	2	—	1,004,505	—	1,004,505
Derivative financial instruments
Liabilities and equity
Loans and financing	19	—	(23,059,604)	(14,981,417)	(24,248,794)	(13,949,702)
Convertible debt instruments – conversion right	21	2	(6,448)	(51,740)	(6,448)	(51,740)
Derivative financial instruments	23	2	—	(65,375)	—	(65,375)

Financial instruments whose fair value approximates their carrying value, based on established conditions, mainly due to the short maturity period, were not disclosed.

| Azul S.A. | Consolidated Financial Statements | F-71 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

35.3Market risks

35.3.1Interest rate risk

Arise from the possibility of unfavorable variations to which the Company’s cash flows are exposed.

35.3.1.1Sensitivity analysis

As of December 31, 2025, the Company held assets and liabilities linked to different types of interest rates. In the sensitivity analysis of non-derivative financial instruments, the impact was considered only on positions with values exposed to such fluctuations:

	Consolidated
	Exposure to CDI		Exposure to SOFR
Description	Rate (p.a.)	December 31,<br>2025	Weighted rate (p.a.)	December 31,<br>2025
Exposed assets (liabilities), net	14.9%	(30,742)	3.7%	(1,495,146)
Effect on profit or loss
Interest rate devaluation by -10%	13.4%	4,944	3.3%	5,485
Interest rate devaluation by -25%	11.2%	12,360	2.8%	13,712
Interest rate appreciation by 10%	16.4%	(4,944)	4.0%	(5,485)
Interest rate appreciation by 25%	18.6%	(12,360)	4.6%	(13,712)

35.3.2Aircraft fuel price risk (“QAV”)

Arise from the possibility of unfavorable fluctuations to which the Company’s cash flows are exposed.

35.3.2.1Sensitivity analysis

The following table demonstrates the sensitivity analysis of the price fluctuation of QAV liter:

	Exposure to price
Description	Price (a)	December 31, 2025
Aircraft fuel	4.2	(5,710,291)
Effect on profit or loss
Devaluation by -10%	3.8	571,029
Devaluation by -25%	3.2	1,427,573
Appreciation by 10%	4.6	(571,029)
Appreciation by 25%	5.3	(1,427,573)

(a) Average price per liter.

35.3.3Foreign exchange risk

The foreign exchange risk arises from the possibility of unfavorable exchange differences to which the Company's cash flows are exposed.

| F-72 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

The equity exposure to the main variations in exchange rates is shown below:

	Exposure to US	Exposure to
	December 31,	December 31,
Description	2025	2025
Assets
Cash and cash equivalents	560,717	12,237
Long-term investments	—	—
Accounts receivable	217,266	11,469
Deposits	2,588,149	74,253
Other assets	60,905	29,464
Total assets	3,427,037	127,423
Liabilities and equity
Loans and financing	(21,818,077)	—
Leases	(12,583,452)	—
Convertible debt instruments	(397,365)	—
Accounts payable	(2,847,888)	(1,516)
Airport taxes and fees	(2,203)	—
Provisions	(1,507,285)	—
Other liabilities	(138)	(84)
Total liabilities	(39,156,408)	(1,600)
Net exposure	(35,729,371)	125,823
Net exposure in foreign currency	(6,493,416)	19,450

All values are in US Dollars.

35.4 Sensitivity analysis

	Exposure to US	Exposure to
Description	Closing rate	Closing rate
Exposed assets (liabilities), net	5.5	6.5
Effect on profit or loss
Foreign currency devaluation by -10%	5.0	5.8
Foreign currency devaluation by -25%	4.1	4.9
Foreign currency appreciation by 10%	6.1	7.1
Foreign currency appreciation by 25%	6.9	8.1

All values are in US Dollars.

35.4.1 Credit risk

Credit risk is inherent to the Company's operating and financial activities, mainly disclosed in cash and cash equivalents, long-term investments, accounts receivable, security deposits and maintenance reserves.

Credit limits are established for all customers based on internal classification criteria and the carrying amounts represent the maximum credit risk exposure. Outstanding receivables from customers are frequently monitored by the Company and, when necessary, when necessary, provision for expected credit losses are recognized.

| Azul S.A. | Consolidated Financial Statements | F-73 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

Derivative financial instruments are contracted on the over the counter (OTC) market with counterparties that have a business relationship with the Company and can be contracted on commodity and futures exchanges (B3 and NYMEX), which mitigate and contribute to credit risk.

The Company assesses the risks of counterparties in financial instruments and diversifies exposure periodically.

35.5 Liquidity risk

The maturity schedules of the Company’s consolidated financial liabilities as of December 31, 2025 are as follows:

	December 31, 2025
Description	Carrying amount	Contractual cash flows	Until 1 year	From 2 to 5 years	After 5 years
Loans and financing	23,059,604	27,492,023	13,811,356	13,470,438	210,229
Leases	12,711,063	23,182,542	3,601,304	13,622,961	5,958,277
Convertible debt instruments	397,366	856,189	88,996	767,193	—
Accounts payable	4,879,744	6,825,688	5,720,153	1,105,535	—
Airport taxes and fees	1,610,637	2,190,683	920,767	563,148	706,768
	42,658,414	60,547,125	24,142,576	29,529,275	6,875,274

35.6 Capital management

The Company seeks capital alternatives in order to satisfy its operational needs, aiming for a capital structure that it considers adequate for the financial costs and the maturity terms of the funding and its guarantees. The Company’s Management continually monitors its net debt.

34.SALES REVENUE

33.1Accounting policies

33.1.1Revenue from passenger transport and loyalty program

Passenger transportation revenue is recognized when the service is effectively rendered. Tickets sold, but not yet used are recorded under “Air traffic liability, services and loyalty program”, net of the estimated breakage revenue (note 24).

Other revenues, including charter flights, rebooking fees, baggage handling fees and other ancillary services, are recognized together with the primary passenger transportation performance obligation.

In the loyalty program, customers accumulate points based on the amount spent on air transportation and in accordance with the partners' rules. The number of points depends on the customer's category in the loyalty program, market, fare class and other factors including promotional campaigns.

After the sale of a ticket, the Company recognizes a portion of the amount received as revenue when the transportation service is provided and defers the portion corresponding to loyalty program points in accordance with IFRS 15 – Customer Contract Revenue.

The Company determines the estimated selling price of the air transportation and points as if each element had been sold on a separate basis and was therefore based on the stand-alone selling price.

The Company also sells loyalty program points to customers and partners, including credit card companies, financial institutions and retail companies. The related revenue is deferred and recognized when points are redeemed, based on the weighted average price of points sold.

| F-74 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

Unused points are recorded and maintained under “Air traffic liability, services and loyalty program” until their effective use or expiration.

33.1.2Other revenues

Other revenues mainly include the transportation of cargo and travel packages and are recognized when performance obligations are met.

33.2Breakdown of sales revenue

	Years ended December 31,
Description	2025	2024	2023
Passenger revenue	20,000,963	18,125,685	17,229,732
Other revenues	1,782,911	1,506,303	1,487,286
Total	21,783,874	19,631,988	18,717,018
Taxes levied
Passenger revenue	(3,237)	(2,550)	(2,004)
Other revenues	(140,244)	(103,230)	(160,589)
Total taxes	(143,481)	(105,780)	(162,593)
Total revenue	21,640,393	19,526,208	18,554,425

Revenues by geographical location are as follows:

	Years ended December 31,
Description	2025	2024	2023
Domestic revenue	17,157,785	16,084,172	14,675,974
Foreign revenue	4,482,608	3,442,036	3,878,451
Total revenue	21,640,393	19,526,208	18,554,425

35.FINANCIAL RESULT

34.1Accounting policies

Include interest income, leases, loans and financing, exchange differences, changes in the fair value of financial assets and liabilities measured at fair value through profit or loss, gains and losses on derivative instruments, commissions and bank charges, among others. Interest income and expenses are recognized in the statement of profit or loss using the effective interest method.

| Azul S.A. | Consolidated Financial Statements | F-75 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

34.2Breakdown of financial result

	Consolidated
	Years ended December 31,
Description	2025	2024	2023
Financial income
Interest on short and long-term investments	100,208	148,162	91,353
Sublease receivables	—	1,754	13,314
Debt into equity conversion	734,433	—	—
Fair value of TAP Bond	4,127	37,610	66,053
Others	65,315	51,532	49,421
	904,083	239,058	220,141
Financial expenses
Interest on loans and financing	(2,791,669)	(1,379,560)	(865,107)
Interest on reverse factoring	—	(10,224)	(17,010)
Interest on lease	(2,675,913)	(2,460,514)	(2,420,557)
Interest on convertible instruments	(405,207)	(273,826)	(242,608)
Interest accounts payable and airport taxes and fees	(438,290)	(328,937)	(418,066)
Interest on provisions	(187,372)	(76,989)	(257,419)
Interest on factoring credit card receivables	(327,897)	(327,771)	(334,896)
Amortized cost of loans and financing	(722,718)	(113,908)	(44,894)
Amortized cost of convertible instruments	—	—	(2,622)
Financial operations cost	(248,969)	(130,285)	(84,453)
Fair value of the TAP Bond	(1,056,005)	(14,842)	(25,736)
Restructuring of loans and financing	(542,438)	—	(199,635)
Restructuring of convertible debentures	(334,599)	—	(352,430)
Provision for loss on short-term investments	(117,684)	—	—
Other restructuring costs	(215,354)	—	—
Others	(231,004)	(130,558)	(343,338)
	(10,295,119)	(5,247,414)	(5,608,771)
Derivative financial instruments, net	986,521	317,729	(238,458)
Foreign currency exchange, net	4,207,915	(7,890,179)	1,625,064
Financial result, net	(4,196,600)	(12,580,806)	(4,002,024)	F-76	Consolidated Financial Statements	Azul S.A.
---	---	---
«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

36.NON-CASH TRANSACTIONS

	December 31, 2025
Description	Acquisition of property and equipment	Acquisition of capitalized maintenance	Acquisition of intangible	Maintenance prepayment	Maintenance reserves	Capital increase	Compensation of lease	Compensation of accounts payable	Acquisition of lease	Addition the ARO	Compensation of loans and financing	Lease Modifications	Transfers	Execution of letters of credit	Total
Accounts receivable	—	—	—	—	108,732	—	(255,321)	(59,885)	48,326	—	—	—	—	—	(158,148)
Inventories	—	—	—	—	—	—	—	—	—	—	—	—	(31,998)	—	(31,998)
Deposits	—	—	—	—	19,133	—	—	(428,287)	—	—	—	—	7,625	1,875,860	1,474,331
Property and equipment	470,317	—	—	—	—	—	(256,465)	—	—	—	—	—	6,358	—	220,210
Right-of-use assets	—	708,453	—	—	—	—	—	—	1,650,826	450,509	—	(3,109,311)	156,729	—	(142,794)
Intangible assets	—	—	15,103	—	—	—	—	—	—	—	—	—	—	—	15,103
Other assets	—	—	—	73,195	—	—	(176,990)	—	—	—	—	—	(131,089)	79,922	(154,962)
Loans and financing	(103,136)	(284,671)	—	—	—	878,617	(256,514)	—	—	—	(362,466)	—	(38,576)	(1,979,278)	(2,146,024)
Leases	—	—	—	—	—	308,265	945,290	—	(1,725,558)	—	—	2,131,152	155,586	—	1,814,735
Convertible debt instruments	—	—	—	—	—	—	—	—	—	—	362,466	—		—	362,466
Accounts payable	(367,181)	(423,782)	(15,103)	(73,195)	(127,865)	7,608	—	488,172	26,406	—	—	—	(163,211)	23,496	(624,655)
Derivative financial instruments	—	—	—	—	—	—	—	—	—	—	—	—	38,576	—	38,576
Provisions	—	—	—	—	—	—	—	—	—	(450,509)	—	978,159	—	—	527,650
Equity	—	—	—	—	—	(1,194,490)	—	—	—	—	—	—	—	—	(1,194,490)
December 31, 2025	—	—	—	—	—	—	—	—	—	—	—	—	—	—	—		Azul S.A.	Consolidated Financial Statements	F-77
---	---	---		«Table of Contents	« Index to Financial Statements
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Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)			December 31, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Description	Acquisition of <br>property and <br>equipment	Acquisition <br>of capitalized <br>maintenance	Acquisition <br>of intangible	Maintenance <br>prepayment	Maintenance <br>reserves	Reverse <br>factoring	Compensation <br>of lease	Compensation <br>of accounts <br>payable	Acquisition <br>of lease	Addition <br>the ARO	Lease <br>modifications	Transfers	Others	Total
Accounts receivable	—	—	—	—	240,950	—	(92,703)	(600,978)	—	—	—	—	—	(452,731)
Aircraft sublease	—	—	—	—	—	—	(9,467)	—	—	—	—	(27,086)	—	(36,553)
Inventories	—	—	—	—	—	—	—	—	—	—	—	(2,261)	(9,878)	(12,139)
Deposits	—	—	—	—	(81,304)	—	—	—	—	—	—	—	—	(81,304)
Property and equipment	875,504	—	—	—	—	—	—	—	—	—	—	(8,496)	(53,137)	813,871
Right-of-use assets	—	229,091	—	—	—	—	—	—	2,765,174	713,649	234,860	66,248	—	4,009,022
Intangible assets	—	—	65,659	—	—	—	—	—	—	—	—	(37)	—	65,622
Other assets	—	—	—	230,222	—	—	—	—	—	—	—	(28,368)	—	201,854
Loans and financing	—	—	—	—	—	—	—	(654,854)	—	—	—	—	—	(654,854)
Leases	—	—	—	—	—	—	102,170	—	(2,771,846)	—	(231,459)	—	—	(2,901,135)
Accounts payable	(875,504)	(229,091)	(65,659)	(230,222)	(159,646)	208,804	—	1,255,832	2,769	—	—	—	63,015	(29,702)
Reverse factoring	—	—	—	—	—	(208,804)	—	—	—	—	—	—	—	(208,804)
Provisions	—	—	—	—	—	—	—	—	—	(713,649)	(3,401)	—	—	(717,050)
Other liabilities	—	—	—	—	—	—	—	—	3,903	—	—	—	—	3,903
December 31, 2024	—	—	—	—	—	—	—	—	—	—	—	—	—	—			December 31, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Description	Acquisition of <br>property and <br>equipment	Acquisition <br>of capitalized <br>maintenance	Acquisition <br>of intangible	Maintenance <br>reserves	Reverse <br>factoring	Loans and<br>financing	Sale and<br>leaseback	Compensation<br>of sublease	Compensation<br>of lease	Acquisition<br>of lease	Addition <br>the ARO	Modification	Transfers	Total
Accounts receivable	—	—	—	—	—	—	—	—	(401,267)	—	—	—	587,157	185,890
Aircraft sublease	—	—	—	—	—	—	—	(39,505)	—	—	—	—	—	(39,505)
Inventories	—	—	—	—	—	—	—	—	—	—	—	—	22,110	22,110
Deposits	—	—	—	116,173	—	—	—	—	—	—	—	—	(587,157)	(470,984)
Advances to suppliers	—	—	—	—	—	—	—	—	—	—	—	—	(2,783,489)	(2,783,489)
Property and equipment	208,154	—	—	—	—	79,222	(3,845)	—	(641)	5,052	—	—	73,310	361,252
Right-of-use assets	—	229,884	—	—	—	—	—	—	—	1,084,930	501,864	987,188	(18,792)	2,785,074
Intangible assets	—	—	82,712	—	—	—	—	—	—	—	—	—	192	82,904
Loans and financing	—	—	—	—	—	(79,222)	—	—	—	—	—	—	1,067	(78,155)
Leases	—	—	—	—	—	—	—	39,505	239,000	(1,137,073)	—	(1,237,322)	(24,207)	(2,120,097)
Accounts payable	(208,154)	(229,884)	(82,712)	(116,173)	391,676	—	3,845	—	38,950	10,785	—	—	2,672,703	2,481,036
Reverse factoring	—	—	—	—	(391,676)	—	—	—	—	—	—	—	—	(391,676)
Provisions	—	—	—	—	—	—	—	—	—	—	(501,864)	250,134	97,819	(153,911)
Other liabilities	—	—	—	—	—	—	—	—	123,958	36,306	—	—	(40,713)	119,551
December 31, 2023	—	—	—	—	—	—	—	—	—	—	—	—	—	—		Azul S.A.	Consolidated Financial Statements	F-78
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«Table of Contents	« Index to Financial Statements
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Notes to the Consolidated Financial Statements
December 31, 2025
(In thousands of Brazilian reais – R$, unless otherwise indicated)

37.COMMITMENTS

37.1Aircraft acquisition

Through contracts with manufacturers and lessors, the Company committed to acquiring certain aircraft, as follows:

	December 31,
Description	2025	2024
Lessors	9	17
Manufacturers	52	94
	61	111

The amounts shown below are brought to present value using the weighted discount rate for lease operations, equivalent to 18.4% (15.8% on December 31, 2024) and do not necessarily represent a cash outflow, as the Company is evaluating the acquisition of financing to meet these commitments.

	December 31,
Description	2025	2024
2025	—	1,960,910
2026	1,297,521	2,517,365
2027	978,011	5,910,751
2028	836,170	5,284,514
2029	2,344,423	3,691,292
After 2029	5,419,765	1,088,322
	10,875,890	20,453,154

37.2Letters of credit

The letters of credit outstanding for the following purposes:

	December 31,
	2025		2024
Description	R$	US$	R$	US$
Security deposits and maintenance reserves	50,816	9,235	2,379,135	384,209
Bank guarantees	—	—	7,005	—
	50,816	9,235	2,386,140	384,209

38.SUBSEQUENT EVENTS

After December 31, 2025, the Company advanced in the implementation of the Restructuring Plan conducted under Chapter 11 proceedings. The following significant events occurred:

On January 6, 2026, the public offering aimed at the mandatory capitalization of the Senior Notes 1L and 2L was approved, representing a central stage of the Plan. This transaction involved the conversion of credits held by investors into the Company’s equity, resulting in a capital increase of R$7.4 billion.

On January 12, 2026, the entire class of preferred shares was converted into common shares at a ratio of 75 common shares for each preferred share, resulting in the share capital being represented exclusively by common shares.

| Azul S.A. | Consolidated Financial Statements | F-79 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2025 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

On January 14, 2026, a capital increase of R$1.2 billion was approved following the exercise of warrants distributed free of charge as part of the offering described above. The exercise increased the Company’s capital base and adjusted its shareholding structure in accordance with the terms agreed with creditors under the Plan.

On January 19, 2026, the mandatory conversion of the convertible debentures was completed, as resolved by the debenture holders. This conversion resulted in a capital increase of R$1.0 billion.

From January 23 to February 6, 2026, the Company launched, priced, and completed a private offering of senior debt securities (“Exit Financing”), raising US$1.4 billion. The proceeds were fully used to repay the DIP financing and to provide liquidity for the final execution of the Plan.

On February 11, 2026, the Administrative Council for Economic Defense (CADE) approved the investment by United Airlines in the amount of US$100 million, enabling the investor to participate in the public offering of new capital (Equity Rights Offering – “ERO”).

On February 18, 2026, the allocation process for the ERO was completed, resulting in a capital increase of R$5.0 billion, consisting of both new capital contributions and the optional capitalization of the DIP Financing. The Company approved and completed the reverse stock split at a ratio of 75 shares to 1, with no change to the share capital, and all share quantities reported after that date already reflect the effects of the reverse split.

The Company also entered into amendments to investment agreements with American Airlines and United Airlines providing for additional capital contributions of up to US$200 million, in addition to US$100 million from certain existing creditors. Additional warrants were also issued which, if exercised, may result in additional capital contributions of up to US$25 million.

On February 19, 2026, the Board of Directors approved the issuance of three series of warrants contemplated in the Plan, directed to American Airlines, unsecured creditors, and to United Airlines and certain creditors. If fully exercised, these warrants may result in potential dilution of up to 12.5% for shareholders who do not exercise their preemptive rights. On the same date, the members of the Strategic Committee provided for in the Plan were elected, subject to certain conditions precedent. The committee will be responsible for overseeing the Company’s strategy and post-reorganization implementation.

On February 20, 2026, the Company completed its formal exit from the Chapter 11 process, following the verification of the conditions set forth in the Plan. Azul emerged with reduced financial debt and lease obligations, a substantial improvement in liquidity and leverage, and a reorganized capital structure. On the same date, consolidated share capital increased to R$21.8 billion.

On March 25, 2026, the Company held a shareholders’ meeting to approve a reverse stock split at a ratio of 150,000 to 1, as requested by B3. The effectiveness and implementation of the reverse stock split will occur as of April 20, 2026, when the Company’s shares will begin trading under the ticker symbol AZUL3. As disclosed in the materials made available in connection with the EGM meeting call notice, shareholders holding common shares issued by the Company in a amount that is not a multiple of 150,000 may, until April 17, 2026, at their sole and exclusive discretion, adjust their respective positions through market transactions, by aggregating their holdings into lots comprising multiples of 150,000 shares, through trading on B3. Additionally, in compliance with the Chapter 11 reorganization plan, the Company has requested that B3 delist the April 2025 Notes, which were cancelled upon consummation of the plan.

F-80	Consolidated Financial Statements	Azul S.A.

Document

Exhibit 2.2

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re:<br><br><br><br>AZUL S.A., et al.,<br><br><br><br>Debtors.1	Chapter 11<br><br><br><br>Case No. 25-11176 (SHL)<br><br><br><br>(Jointly Administered)

JOINT CHAPTER 11 PLAN OF REORGANIZATION OF AZUL S.A. AND ITS DEBTOR AFFILIATES

DAVIS POLK & WARDWELL LLP<br>450 Lexington Avenue<br><br>New York, New York 10017<br><br>Tel.: (212) 450-4000<br><br>Marshall S. Huebner<br><br>Timothy Graulich<br><br>Joshua Y. Sturm<br><br>Jarret Erickson<br><br>Richard J. Steinberg<br><br><br><br>Counsel to the Debtors <br>and Debtors in Possession	TOGUT, SEGAL & SEGAL LLP<br><br>One Penn Plaza, Suite 3335<br><br>New York, New York 10119<br><br>Tel.: (212) 594-5000<br><br>Frank A. Oswald<br><br>Martha E. Martir<br><br>Christian Ribeiro<br><br><br><br><br><br><br><br>Co-Counsel to the Debtors <br>and Debtors in Possession
Dated: December 10, 2025<br>New York, New York			NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN OFFER, ACCEPTANCE, COMMITMENT, OR LEGALLY BINDING OBLIGATION OF THE DEBTORS OR ANY OTHER PARTY IN INTEREST, AND THIS PLAN IS SUBJECT TO APPROVAL BY THE BANKRUPTCY COURT AND OTHER CUSTOMARY CONDITIONS. THIS PLAN IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES.
---

1 The debtors and debtors in possession in the chapter 11 cases, along with the last four digits of their respective tax, employer identification, or Delaware file numbers (as applicable), are as follows: Azul S.A. (CNPJ: 5.994); Azul Linhas Aéreas Brasileiras S.A. (CNPJ: 6.295); IntelAzul S.A. (CNPJ: 8.624); ATS Viagens e Turismo Ltda. (CNPJ: 3.213); Azul Secured Finance II LLP (EIN: 2619); Azul Secured Finance LLP (EIN: 9978); Canela Investments (EIN: 4987); Azul Investments LLP (EIN: 2977); Azul Finance LLC (EIN: 2283); Azul Finance 2 LLC (EIN: 4898); Blue Sabia LLC (EIN: 4187); Azul SOL LLC (EIN: 0525); Azul Saira LLC (EIN: 8801); Azul Conecta Ltda. (CNPJ: 3.318); Cruzeiro Participações S.A. (CNPJ: 7.497); ATSVP – Viagens Portugal, Unipessoal LDA. (NIF: 2968); Azul IP Cayman Holdco Ltd. (N/A); Azul IP Cayman Ltd. (N/A); Canela Turbo Three LLC (EIN: 4043); and Canela 336 LLC (Del. File No.: 6717). The Debtors’ corporate headquarters is located at Avenida Marcos Penteado de Ulhôa Rodrigues, nº 939, 8º floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, 06460-040, Barueri, São Paulo, Brazil.

TABLE OF CONTENTS

Page

ARTICLE IDEFINITIONS AND RULES OF INTERPRETATION3

Section 1.1.Definitions3

Section 1.2.Rules of Interpretation38

Section 1.3.Computation of Time39

Section 1.4.References to Monetary Figures39

Section 1.5.Certain Consent Rights39

Section 1.6.Reference to the Debtors or the Reorganized Debtors39

Section 1.7.Exhibits; Schedules; Plan Supplement; Plan Documents; Controlling Document40

ARTICLE IIADMINISTRATIVE CLAIMS, DIP FACILITY CLAIMS, PRIORITY CLAIMS, AND RESTRUCTURING EXPENSES40

Section 2.1.DIP Facility Claims40

Section 2.2.General Administrative Expense Claims41

Section 2.3.Professional Fee Claims42

Section 2.4.U.S. Trustee Fees44

Section 2.5.Priority Tax Claims44

Section 2.6.Payment of Restructuring Expenses and Indenture Trustee Expenses44

ARTICLE IIICLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS45

Section 3.1.Classification of Claims and Interests45

Section 3.2.Treatment of Classes of Claims and Interests46

Section 3.3.Voting Classes; Presumed Acceptance or Rejection by Nonvoting Classes52

Section 3.4.Elimination of Vacant Classes53

Section 3.5.Special Provision Governing Unimpaired Claims53

Section 3.6.Subordination54

Section 3.7.Intercompany Interests54

Section 3.8.Third-Party Beneficiaries / Derivative Claimants54

Section 3.9.Controversy Concerning Impairment54

Section 3.10.Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code55

ARTICLE IVIMPLEMENTATION OF THIS PLAN55

Section 4.1.Continued Existence and Vesting of Assets55

Section 4.2.Restructuring Transactions56

Section 4.3.Sources of Consideration for Plan Distributions57

Section 4.4.GUC Trust61

Section 4.5.GUC Warrants65

Section 4.6.GUC CVR65

Section 4.7.Cancellation of Loans, Securities, and Agreements66

Section 4.8.Corporate Action68

Section 4.9.New Corporate Governance Documents68

Section 4.10.Directors and Officers69

Section 4.11.Effectuating Documents; Further Transactions70

Section 4.12.Management Incentive Plan70

Section 4.13.Structural Simplification70

Section 4.14.Closing of Chapter 11 Cases71

Section 4.15.Challenges71

Section 4.16.Administrative Consolidation for Distribution Purposes Only71

ARTICLE VPROVISIONS GOVERNING DISTRIBUTIONS71

Section 5.1.Distribution Agent71

Section 5.2.Rights and Powers of Distribution Agent72

Section 5.3.Timing, Calculation, and Delivery of Plan Distributions72

Section 5.4.Manner of Payment under Plan75

Section 5.5.Allocation of Plan Distributions between Principal and Interest76

Section 5.6.No Post-petition or Default Interest on Claims76

Section 5.7.Fractional New Equity Interests76

Section 5.8.Fractional Dollars76

Section 5.9.Undeliverable Plan Distributions and Unclaimed Property76

Section 5.10.Claims Paid or Payable by Third Parties77

Section 5.11.Setoffs and Recoupments78

Section 5.12.Compliance Matters78

ARTICLE VIDISPUTED CLAIMS OR INTERESTS79

Section 6.1.Objections to Claims or Interests80

Section 6.2.Resolution of Disputed Claims or Interests81

Section 6.3.Estimation of Claims81

Section 6.4.Payments and Distributions with Respect to Disputed Claims or Interests82

Section 6.5.No Amendments to Claims83

Section 6.6.Disallowance of Claims84

Section 6.7.Reimbursement or Contribution84

ARTICLE VIIEXECUTORY CONTRACTS AND UNEXPIRED LEASES84

Section 7.1.Contracts and Leases Entered into After the Petition Date84

Section 7.2.Assumption and Rejection of Executory Contracts and Unexpired Leases85

Section 7.3.Determination of Contract Disputes and Deemed Consent86

Section 7.4.Payments Related to Assumption of Contracts and Leases88

Section 7.5.Rejection Claims88

Section 7.6.Post-Petition Aircraft Agreements89

Section 7.7.Employee-Related Agreements89

Section 7.8.Indemnification Provisions90

Section 7.9.Insurance Policies90

Section 7.10.Director, Officer, Manager, and Employee Liability Insurance91

Section 7.11.Reservation of Rights92

ARTICLE VIIIEFFECT OF CONFIRMATION92

Section 8.1.Compromise and Settlement of Claims, Interests, and Controversies92

Section 8.2.Binding Effect92

Section 8.3.Release of Liens93

Section 8.4.Releases93

Section 8.5.Release by the Debtors94

Section 8.6.Voluntary Releases by the Releasing Parties96

Section 8.7.Discharge of Claims and Termination of Interests99

Section 8.8.Term of Injunction or Stays99

Section 8.9.Exculpation100

Section 8.10.Plan Injunction100

Section 8.11.Avoidance Actions102

Section 8.12.Preservation of Causes of Action102

Section 8.13.Ipso Facto and Similar Provisions Ineffective103

Section 8.14.Protection Against Discriminatory Treatment103

Section 8.15.SEC103

ARTICLE IXCONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS PLAN103

Section 9.1.Conditions to Effectiveness103

Section 9.2.Waiver of Conditions to Effectiveness105

Section 9.3.Substantial Consummation106

Section 9.4.Revocation or Withdrawal of Plan and Effects of Non-Occurrence of Conditions to Consummation106

ARTICLE XRETENTION OF JURISDICTION BY THE BANKRUPTCY COURT106

ARTICLE XIMISCELLANEOUS109

Section 11.1.Exemption from Transfer Taxes and Recording Fees109

Section 11.2.Expedited Tax Determination110

Section 11.3.Plan Modifications and Amendments110

Section 11.4.Revocation or Withdrawal of Plan111

iii

Section 11.5.Liability for Claims111

Section 11.6.Waiver or Estoppel111

Section 11.7.Dissolution of Creditors’ Committee111

Section 11.8.Plan Supplement112

Section 11.9.Claims Against Other Debtors112

Section 11.10.Section 1125 of the Bankruptcy Code112

Section 11.11.Non-Severability of Plan Provisions112

Section 11.12.Governing Law113

Section 11.13.Entire Agreement113

Section 11.14.Successors and Assigns113

Section 11.15.Notices113

Section 11.16.Reservation of Rights115

Section 11.17.Further Assurances115

INTRODUCTION

Pursuant to section 1121(a) of the Bankruptcy Code,2 Azul and its affiliated debtors and debtors in possession in the above-captioned Chapter 11 Cases (each a “Debtor” and, collectively, the “Debtors”) respectfully propose this Joint Chapter 11 Plan of Reorganization of Azul S.A. and Its Debtor Affiliates (including all appendices, exhibits, schedules, and supplements (including any Plan Supplements), and as it may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Plan”). The Debtors are the proponents of this Plan under section 1129 of the Bankruptcy Code.

A complete list of the Debtors is set forth below. The list identifies each Debtor by its jurisdiction of organization and case number in the Chapter 11 Cases.

Debtor	Jurisdiction	Case Number
Azul S.A.	Brazil	25-11176
Azul Linhas Aéreas Brasileiras S.A.	Brazil	25-11175
IntelAzul S.A.	Brazil	25-11177
ATS Viagens e Turismo Ltda.	Brazil	25-11178
Cruzeiro Participações S.A.	Brazil	25-11185
Azul Conecta Ltda	Brazil	25-11186
Azul IP Cayman Holdco Ltd.	Cayman Islands	25-11183
Azul IP Cayman Ltd.	Cayman Islands	25-11182
ATSVP – Viagens Portugal, Unipessoal LDA	Portugal	25-11184
Azul Saira LLC	U.S. (Delaware)	25-11187
Azul SOL LLC	U.S. (Delaware)	25-11188
Azul Secured Finance LLP	U.S. (Delaware)	25-11189
Azul Secured Finance II LLP	U.S. (Delaware)	25-11181
Azul Investments LLP	U.S. (Delaware)	25-11190
Canela Investments LLC	U.S. (Delaware)	25-11191
Canela Turbo Three LLC	U.S. (Delaware)	25-11179
Canela 336 LLC	U.S. (Delaware)	25-11180
Azul Finance LLC	U.S. (Delaware)	25-11192
Azul Finance 2 LLC	U.S. (Delaware)	25-11194
Blue Sabia LLC	U.S. (Delaware)	25-11195

2 Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Section 1.1 of this Plan.

If any Impaired Class of Claims against the Debtors entitled to vote on this Plan does not accept this Plan by the requisite statutory majority required by section 1126(c) of the Bankruptcy Code, then the Debtors may take any of the actions specified in Section 3.10 of this Plan, including proceeding to confirm this Plan under section 1129(b) of the Bankruptcy Code.

Pursuant to section 1125(b) of the Bankruptcy Code, votes to accept or reject a plan of reorganization cannot be solicited from Holders of Claims or Interests entitled to vote on the plan until a disclosure statement has been approved by a bankruptcy court and distributed to such Holders. The Bankruptcy Court entered the Disclosure Statement Approval Order that, among other things, approved the Disclosure Statement, set voting procedures and scheduled the Confirmation Hearing. The Disclosure Statement that accompanies this Plan contains, among other things, a discussion of the Debtors’ history, businesses, assets, operations, projections for those operations, risk factors associated with the businesses and this Plan, a discussion of applicable Brazilian law, and a summary and analysis of this Plan and certain related matters, including, among other things, the securities to be issued under this Plan.

ARTICLE IDEFINITIONS AND RULES OF INTERPRETATION

Section 1.1.Definitions

Unless the context requires otherwise, the following terms used in this Plan shall have the following meanings:

“1L Claims” means, collectively, the 1L Notes Claims and the Convertible Debenture Claims.

“1L Creditors’ Entity” means the legal entity to be incorporated or otherwise organized by the Holders of the 1L Notes in accordance with the Transaction Steps.

“1L Deficiency Claims” means any 1L Claims that are not Secured Claims.

“1L Notes” means the 11.930% senior secured first out notes due 2028, issued under the 1L Notes Indenture.

“1L Notes Claim” means any Claim on account of the 1L Notes.

“1L Notes Collateral Agents” means TMF Brasil Administração e Gestão de Ativos Ltda., in its capacity as Brazilian collateral agent under the 1L Notes Indenture, UMB Bank, N.A., in its capacity as U.S. collateral agent under the 1L Notes Indenture, and any successor collateral agent appointed pursuant to the terms thereof.

“1L Notes Documents” means the documents that govern the 1L Notes, including the 1L Notes Indenture, each as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“1L Notes Indenture” means that certain Indenture, dated as of January 28, 2025, between Azul Secured Finance LLP, as issuer, Azul S.A., as parent guarantor, the subsidiary guarantors, UMB Bank, N.A., as trustee, U.S. collateral agent, registrar, paying agent and transfer agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian collateral agent, as may have been amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“1L Notes Trustee” means UMB Bank, N.A., in its capacity as trustee under the 1L Notes Indenture, and any successor trustee appointed pursuant to the terms thereof.

“1L Subscription Rights” means the right of the Holders of Allowed 1L Claims, collectively, to participate in the Equity Rights Offering in accordance with the ERO Documents in an amount equal to 97.0% of the Backstopped ERO Amount less the ERO Holdback.

“2L Creditors’ Entity” means the legal entity to be incorporated or otherwise organized by the Holders of the 2L Notes in accordance with the Transaction Steps.

“2L Notes” means, collectively, the 2029 Notes and the 2030 Notes.

“2L Notes Claims” means, collectively, the 2029 Notes Claims and the 2030 Notes Claims.

“2L Notes Collateral Agents” means TMF Brasil Administração e Gestão de Ativos Ltda., in its capacity as Brazilian collateral agent under the 2L Notes Documents, UMB Bank, N.A., in its capacity as U.S. collateral agent under the 2L Notes Documents, and any successor collateral agent appointed pursuant to the terms thereof.

“2L Notes Deficiency Claims” means any 2L Notes Claims that are not Secured Claims.

“2L Notes Documents” means the documents that govern the 2L Notes, including the 2029 Notes Indenture and the 2030 Notes Indenture, each as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“2L Notes Trustee” means UMB Bank, N.A., in its capacities as trustee under the 2029 Notes Indenture and the 2030 Notes Indenture, and any successor trustees appointed pursuant to the terms thereof.

“2L Subscription Rights” means the right of the Holders of Allowed 2L Claims, collectively, to participate in the Equity Rights Offering in accordance with the ERO Documents in an amount equal to 3.0% of the Backstopped ERO Amount less the ERO Holdback.

“9th and 10th Debentures Claims” means, collectively, the 9th Debentures Claims and the 10th Debenture Claims.

“9th Debenture Claim” means any Claim on account of the 9th Debentures.

“9th Debenture Indenture” means that certain Instrumento Particular De Escritura Da 9a (Nona) Emissão De Debêntures Simples, Não Conversíveis Em Ações, Da Espécie Quirografária Com Garantia Real Adicional e Garantia Fidejussória Adicional, em Série Única, para Distribuição Pública com Esforços Restritos de Distribuição da Azul Linhas Aéreas Brasileiras S.A., dated as of June 11, 2018, by and among Azul Linhas Aéreas Brasileiras S.A., as issuer, Azul S.A., as guarantor, and Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários, as trustee (agente fiduciário), as may have been amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“9th Debenture Trustee” means Pentágono S.A. Distribuidora De Títulos E Valores Mobiliários, in its capacity as trustee (agente fiduciário) under the 9th Debenture Indenture, and any successor trustee appointed pursuant to the terms thereof.

“9th Debentures” means the non-convertible secured debentures issued under the 9th Debenture Indenture.

“10th Debenture Claim” means any Claim on account of the 10th Debentures.

“10th Debenture Indenture” means that certain Instrumento Particular De Escritura Da 10a (Décima) Emissão De Debêntures Simples, Não Conversíveis Em Ações, Da Espécie

Quirografária Com Garantia Real Adicional e Garantia Fidejussória Adicional, em Série Única, para Distribuição Pública com Esforços Restritos de Distribuição da Azul Linhas Aéreas Brasileiras S.A., dated as of December 13, 2018, by and among Azul Linhas Aéreas Brasileiras S.A., as issuer, Azul S.A., as guarantor, and Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários, as trustee (agente fiduciário), as may have been amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“10th Debenture Trustee” means Pentágono S.A. Distribuidora De Títulos E Valores Mobiliários, in its capacity as trustee (agente fiduciário) under the 10th Debenture Indenture, and any successor trustee appointed pursuant to the terms thereof.

“10th Debentures” means the non-convertible secured debentures issued under the 10th Debenture Indenture.

“12th Debenture Documents” means the documents that govern the 12th Debentures, including the 12th Debenture Indenture, each as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“12th Debenture Indenture” means that certain Instrumento Particular de Escritura da 12a (Décima Segunda) Emissão de Debêntures Simples, Não Conversíveis em Ações, da Espécie com Garantia Real, com Garantia Adicional Fidejussória, em Série Única, para Distribuição Pública, da Azul Linhas Aéreas Brasileiras S.A, dated as of June 5, 2024, by and among Azul Linhas Aéreas Brasileiras S.A., as issuer, Azul S.A., as guarantor, Raízen S.A., as consenting intervening party, and Vórtx Distribuidora De Títulos e Valores Mobiliários Ltda, as trustee (agente fiduciário), as may have been amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“12th Debenture Trustee” means Vórtx Distribuidora de Títulos e Valores Mobiliários Ltda, in its capacity as trustee (agente fiduciário) under the 12th Debenture Indenture, and any successor trustee appointed pursuant to the terms thereof.

“12th Debentures” means the debentures issued under the 12th Debenture Indenture.

“2026 Notes” means the 7.250% senior notes due 2026, issued under the 2026 Notes Indenture.

“2026 Notes Documents” means the documents that govern the 2026 Notes, including the 2026 Notes Indenture, each as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“2026 Notes Indenture” means that certain Indenture dated as of June 15, 2021, between Azul Investments LLP, as issuer, Azul S.A. and Azul Linhas Aéreas Brasileiras S.A., as guarantors, and U.S. Bank Trust Company National Association as trustee, as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“2026 Notes Trustee” means U.S. Bank Trust Company National Association, in its capacity as trustee under the 2026 Notes Indenture, and any successor trustee appointed pursuant to the terms thereof.

“2029 Notes” means the 11.500% senior secured second out notes due 2029, issued under the 2029 Notes Indenture.

“2029 Notes Claim” means any Claim on account of the 2029 Notes.

“2029 Notes Indenture” means that certain Indenture, dated as of January 28, 2025, between Azul Secured Finance LLP, as issuer, Azul S.A., as parent guarantor, the subsidiary guarantors, UMB Bank, N.A., as trustee, U.S. collateral agent, registrar, paying agent and transfer agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian collateral agent, as may have been amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“2030 Notes” means the 10.875% senior secured second out notes due 2030, issued under the 2030 Notes Indenture.

“2030 Notes Claim” means any Claim on account of the 2030 Notes.

“2030 Notes Indenture” means that certain Indenture, dated as of January 28, 2025, between Azul Secured Finance LLP, as issuer, Azul S.A., as parent guarantor, the subsidiary guarantors, UMB Bank, N.A., as trustee, U.S. collateral agent, registrar, paying agent and transfer agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian collateral agent, as may have been amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Additional Investment” means the additional investment (if any) by any Person(s) in the debt and/or equity of the Reorganized Debtors, which may be effectuated as a modification or increase of the ERO Amount (including the Backstopped ERO Amount or Strategics Investment Amount), as part of the Other Exit Financing, or otherwise.

“Additional Investment Amount” means the total consideration to be received by the Debtors in respect of the Additional Investment (if any).

“Additional Investment Documents” means the definitive documents that will govern the Additional Investment (if any).

“Adjourned Cure Dispute” has the meaning set forth in Section 7.3(c).

“Adjusted Exit Financing Cash Amount” means the sum of the Net ERO Proceeds Amount and the Other Exit Financing Amount less, to the extent applicable, the amount required (but no greater than such required amount) to ensure the Effective Date Unrestricted Cash is not less than the Minimum Cash Amount.

“Administrative Expense Bar Date” means the deadline for filing requests for payment of an Administrative Expenses Claim (other than a Professional Fee Claim), which shall be the first Business Day that is thirty (30) days after the Effective Date.

“Administrative Expense Claim” means a Claim against any of the Debtors arising on or after the Petition Date and before the Effective Date for costs and expenses of administration of the Chapter 11 Cases pursuant to sections 503(b) and entitled to priority under sections 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including the following: (a) the actual and necessary costs and expenses incurred on or after the Petition Date until and including the Effective Date of preserving the Estates and operating the businesses of the Debtors (including wages, salaries, or commissions for services, and payments for goods and other services and leased premises); (b) compensation for legal, financial advisory, accounting, and other services, and reimbursement of expenses pursuant to sections 328, 330(a), or 331 of the Bankruptcy Code or otherwise for the period commencing on the Petition Date and ending on the Effective Date, including Professional Fee Claims; (c) all fees and charges assessed against the Estates pursuant to 28 U.S.C. § 1930, including the U.S. Trustee Fees; (d) the DIP Facility Claims; (e) all requests for compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), or (5) of the Bankruptcy Code and to the extent approved by the Bankruptcy Court; (f) Cure Amounts; and (g) any fees and expenses that are earned and payable pursuant to this Plan or the Plan Documents (including the Backstop Payment Securities). For the avoidance of doubt, for the purposes of treatment and Plan Distributions, the DIP Facility Claims shall be subject to Section 2.1.

“ADS” means the American depositary shares of Reorganized Azul (or any other Affiliate as provided in the ERO Procedures) issued through a sponsored American depositary shares program in accordance with the Registration and Listing Terms.

“AerCap” means AerCap Ireland Limited, together with its applicable Affiliates.

“AerCap Global Framework Agreement” means, collectively, (i) that certain Global Framework Agreement dated as of December 31, 2024, between Azul Linhas Aéreas Brasileiras S.A., as lessee, the Company, as guarantor, Azul Investments LLP, as note issuer, Azul Secured Finance LLP, as exchangeable notes issuer, the entities identified therein as “Lessors”, as lessors, Ballyfin Aviation II Limited, as investor, and AerCap Ireland Limited, as servicer, and (ii) certain agreements and documents executed or delivered in connection therewith, each as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“AerCap RSA” means that certain Restructuring Support Agreement, dated as of May 27, 2025 and attached to the First Day Declaration as Exhibit 2 to Exhibit A, by and among the Debtors, AerCap and the other Supporting Creditors (as defined therein), including all schedules and exhibits thereto, as it may be amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time in accordance with its terms, including as amended by the AerCap Term Sheet.

“AerCap Settlement Order” means the Order (I) Approving the Global Settlement Term Sheet with AerCap Ireland Limited, (II) Authorizing and Approving the Amendment and Assumption of Aircraft Agreements, (III) Authorizing and Approving the New Purchase and Lease Agreements, and (IV) Granting Related Relief [ECF No. 484].

“AerCap Term Sheet” means the Global Settlement Term Sheet (together with all exhibits, annexes, and schedules attached thereto) attached as an exhibit to the AerCap Settlement Order.

“Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code as if the referenced Entity were a Debtor.

“Agents/Trustees” means, collectively, the DIP Trustee, DIP Collateral Agents, 1L Notes Trustee, 1L Notes Collateral Agents, Convertible Debenture Trustee, 2L Notes Trustee, 2L Notes Collateral Agents, Bridge Notes Trustee, Bridge Notes Collateral Agents, Superpriority Notes Trustee, Superpriority Notes Collateral Agents, 9th Debenture Trustee, 10th Debenture Trustee, 12th Debenture Trustee, 2026 Notes Trustee, Stub 2028 Notes Trustee, Stub 2028 Notes Collateral Agent, Stub 2029/2030 Notes Trustee, Stub 2029/2030 Notes Collateral Agent, Lessor/OEM PIK 2030 Notes Trustee, and Lessor/OEM PIK 2032 Notes Trustee.

“Aircraft Equipment” means an aircraft, aircraft engine, propeller, appliance, or spare part (as each of these terms is defined in section 40102 of title 49 of the United States Code), including all records and documents relating to such equipment that are required under the terms of any applicable security agreement, lease, or conditional sale contract to be surrendered or returned in connection with the surrender or return of such equipment, that is leased to, subject to a security interest granted by or conditionally sold to one of the Debtors.

“Aircraft Financings” means those certain transactions pursuant to which the Debtors financed their acquisition and/or ongoing ownership of certain Aircraft Equipment that is part of the Debtors’ existing fleet, as such transactions may be amended, amended and restated, modified, supplemented, or assumed on or before the Effective Date.

“ALAB” means Azul Linhas Aéreas Brasileiras S.A.

“Allowed” means, with reference to any Claim or Interest, (a) any Claim or Interest arising on or before the Effective Date that has not been otherwise satisfied or extinguished before the Effective Date (i) as to which a Claim or an Interest was validly asserted during the Chapter 11 Cases and no objection to allowance has been interposed in accordance with Section 6.1 of this Plan, (ii) as to which any objection has been resolved by a Final Order of the Bankruptcy Court to the extent such objection is determined in favor of the respective holder, (iii) as to which the liability of the Debtors and the amount thereof are determined by a Final Order of a court of competent jurisdiction other than the Bankruptcy Court and is not Disallowed, or (iv) that has been allowed by Final Order of the Bankruptcy Court or that has been compromised, settled, or otherwise resolved pursuant to the Claims Objection Procedures Order, another Final Order of the Bankruptcy Court, or Section 6.2 of this Plan (subject, as applicable, to the consultation rights of the GUC Trustee set forth in Section 4.4(b)); (b) any

Claim or Interest expressly allowed by Final Order or under this Plan; or (c) any Claim that is listed in the Schedules, as such Schedules may be amended by the Debtors from time to time, as liquidated in amount and not Disputed or Contingent, and for which no Proof of Claim has been filed; provided, however, that Claims allowed solely for the purpose of voting to accept or reject this Plan shall not be considered “Allowed Claims” for any other purpose under this Plan or otherwise, except if and to the extent otherwise determined to be Allowed as provided herein. Notwithstanding anything to the contrary herein, no Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed Allowed unless and until such Entity pays the amount, or turns over any property, for which such Entity is liable. Except as otherwise specified in this Plan or any Final Order, the amount of an Allowed Claim shall not include interest, late fees, or other similar related charges on such Claim from and after the Petition Date. “Allow,” “Allowing,” and “Allowance” shall have correlative meanings.

“Allowed AerCap Unsecured Claims” has the meaning specified in the AerCap Term Sheet.

“Amended Schedules Bar Date” has the meaning specified in the Bar Date Order.

“American Investment Agreement” means that certain Equity Investment Agreement, by and among Azul, the other Debtors, and American Airlines, Inc. (or its affiliate(s)), including all exhibits, annexes, and schedules thereto, as may be amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Applicable Discount” means, as applied to Plan Equity Value, a discount of 30.0%.

“April 2025 Warrants” means the warrants (bônus de subscrição) approved by the Board of Directors at its April 14, 2025 meeting and issued by Azul on April 23, 2025.

“Assumption Notice” means a notice of the assumption, assumption and assignment, or assumption and amendment, and any proposed Cure Amount provided to counterparties to Executory Contracts and Unexpired Leases pursuant to the Disclosure Statement Approval Order.

“Avoidance Actions” means any and all avoidance, recovery, subordination or other Claims, actions, or remedies which any of the Debtors, the debtors in possession, the Estates, or other appropriate parties in interest have asserted or may assert under sections 502, 510, 542, 544, 545, 547 through 553, or section 724(a) of the Bankruptcy Code or under similar or related state or federal statutes and common law.

“Azul” means Azul S.A.

“Backstop Commitment” means, as to a Backstop Commitment Party, its obligation to subscribe and purchase the Backstop Securities on the terms and conditions set forth in the Backstop Commitment Agreement.

“Backstop Commitment Agreement” means that certain Backstop Commitment Agreement, dated as of July 31, 2025, by and among Azul, the other Debtors, and the Backstop Commitment Parties, including all exhibits, annexes, and schedules thereto, as may be amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Backstop Commitment Parties” has the meaning set forth in the Backstop Commitment Agreement.

“Backstop Extension Fee” means a payment (if any) of New Equity Interests payable to the Backstop Commitment Parties of the aggregate “Extension Fee” as defined in, and on the terms set forth in, the Backstop Commitment Agreement.

“Backstop Motion” means the Motion of Debtors for Entry of an Order (I) Authorizing and Approving the Debtors’ (A) Entry Into and Performance Under the Backstop Commitment Agreement and (B) Incurrence, Payment, and Allowance of Related Backstop Obligations and (II) Granting Related Relief [ECF No. 437].

“Backstop Order” means that certain Order (I) Authorizing and Approving the Debtors’ (A) Entry Into and Performance Under the Backstop Commitment Agreement and (B) Incurrence, Payment, and Allowance of Related Backstop Obligations and (II) Granting Related Relief.

“Backstop Payment” means a backstop payment equal in the aggregate to 14.0% of the Backstopped ERO Amount at a price calculated at the Applicable Discount to Plan Equity Value, payable to the Backstop Commitment Parties on the terms set forth in the Backstop Commitment Agreement.

“Backstop Payment Securities” means the New Equity Interests issuable to the Backstop Commitment Parties (including in the form of ADSs) in respect of (i) the Backstop Payment and (ii) the Backstop Extension Fee (if any), in each case on the terms set forth in the Backstop Commitment Agreement.

“Backstop Securities” means the New Equity Interests issued as shares (including in the form of ADSs) that the Backstop Commitment Parties, severally and not jointly, have agreed to subscribe and purchase as “Unsubscribed ERO New Common Stock” under the Backstop Commitment Agreement, at a price calculated at the Applicable Discount to Plan Equity Value.

“Backstopped ERO Amount” means $650,000,000, which is the portion of the Equity Rights Offering backstopped by the Backstop Commitment Parties pursuant to the Backstop Commitment Agreement (and which, for the avoidance of doubt, includes the ERO Holdback); provided, that such amount may be modified with the consent of the Backstop Commitment Parties in accordance with the terms of Backstop Commitment Agreement.

“Ballot” means the voting form distributed to each Holder of an Impaired Claim entitled to vote (including, for the avoidance of doubt, the Beneficial Holder Ballots and Master Ballots, as applicable), on which the Holder is to indicate acceptance or rejection of this Plan in

accordance with the Voting Instructions and make any other elections or representations required pursuant to this Plan or the Disclosure Statement Approval Order.

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as applicable to the Chapter 11 Cases, as may be amended from time to time.

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of New York with jurisdiction over the Chapter 11 Cases and, to the extent any reference made under 28 U.S.C. § 157 is withdrawn or the Bankruptcy Court is determined not to have authority to enter a Final Order on an issue, the United States District Court for the Southern District of New York.

“Bankruptcy Rules” means (i) the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, as amended from time to time, as applicable to the Chapter 11 Cases, and (ii) the general, local, and chambers rules of the Bankruptcy Court.

“Bar Date” means, as applicable, the General Bar Date, the Government Bar Date, the Rejection Bar Date (as defined in the Bar Date Order), and the Amended Schedules Bar Date, as well as the Administrative Expense Bar Date or any other date established by the Bankruptcy Court as the deadline by which Proofs of Claim must be filed.

“Bar Date Order” means the Order (I) Establishing Certain Bar Dates for Filing Proofs of Claim Against the Debtors, and (II) Granting Related Relief, Including Notice and Filing Procedures [ECF No. 394].

“BdoB Stipulation and Order” means the Stipulation and Order Between the Debtors and Banco do Brasil S.A. [ECF No. 573].

“Beneficial Holder” means, with respect to any security, the Entity having the Beneficial Ownership of such security.

“Beneficial Holder Ballots” means the Ballots upon which Beneficial Holders shall indicate to Nominees their acceptance or rejection of this Plan in accordance with the Voting Instructions.

“Beneficial Ownership” means, with respect to any security, having “beneficial ownership” of such security (as determined pursuant to Rule 13d-3 under the Exchange Act).

“Blue-Sky Laws” means the securities laws of any state of the United States and the rules and regulations promulgated thereunder.

“Board of Directors” means the board of directors of Azul.

“Bondholder RSA” means that certain Restructuring Support Agreement, dated as of May 28, 2025 and attached to the First Day Declaration as Exhibit 1 to Exhibit A, by and among the Debtors, the Consenting Shareholders, and the Consenting Stakeholders (as defined therein),

including all schedules and exhibits thereto, as it may be amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time in accordance with its terms.

“Brazil Business Day” means any day other than a (i) Saturday or Sunday or (ii) day on which commercial banks in São Paulo, State of São Paulo, Brazil are required or authorized by law to remain closed.

“Bridge Notes” means the 13.5000% BRL denominated secured notes due 2025, issued under the Bridge Notes Indenture.

“Bridge Notes Collateral Agents” means TMF Brasil Administração e Gestão de Ativos Ltda., in its capacity as Brazilian collateral agent under the Bridge Notes Indenture, UMB Bank, N.A., in its capacity as U.S. collateral agent under the Bridge Notes Indenture, and any successor collateral agent appointed pursuant to the terms thereof.

“Bridge Notes Documents” means the documents that govern the Bridge Notes, including the Bridge Notes Indenture, each as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Bridge Notes Indenture” means that certain Indenture, dated as of April 30, 2025, between Azul Secured Finance II LLP, as issuer, Azul S.A., as parent guarantor, the subsidiary guarantors, UMB Bank, N.A., as trustee, U.S. collateral agent, registrar, paying agent and transfer agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian collateral agent, as may have been amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Bridge Notes Trustee” means UMB Bank, N.A., in its capacity as trustee under the Bridge Notes Indenture, and any successor trustee appointed pursuant to the terms thereof.

“BRL Exchange Rate” means the Brazilian Real/U.S. dollar offered rate for U.S. dollars, expressed as the amount of Brazilian Reais per one U.S. dollar reported by the Central Bank of Brazil on its website under transaction code PTAX (consulta de câmbio), on any applicable date.

“Business Day” means any day other than a Saturday, a Sunday, a “legal holiday” (as defined in Bankruptcy Rule 9006(a)), or any other day on which banking institutions in New York, New York or São Paulo, State of São Paulo, Brazil are required or authorized to close by law or executive order.

“Case Management Order” means the Final Order Implementing Certain Notice and Case Management Procedures [ECF No. 205].

“Cash” means the legal tender of the United States of America or equivalents thereof (as well as any and all foreign currencies), including, without limitation, payment in such tender by check, wire transfer, or any other customary payment method.

“Cash-Out Default” means, as to any Holder of a General Unsecured Claim, the fact that such applicable Holder has not made a valid GUC Trust Election, and shall therefore receive a Cash recovery from the Cash-Out Pool instead of GUC Trust Interests under the Plan.

“Cash-Out Percentage” means a percentage calculated as 100% less the Trust Percentage.

“Cash-Out Pool” means an amount of Cash up to $20,000,000, calculated as $20,000,000 multiplied by the Cash-Out Percentage; provided, that, for the avoidance of doubt, the Debtors and Reorganized Debtors shall retain any unused portion of the total available Cash-Out Pool.

“Cash-Out Relative Portion” means, as to any Allowed General Unsecured Claim held by a Holder subject to the Cash-Out Default, a percentage calculated as the Allowed amount of such General Unsecured Claim divided by the aggregate Allowed amount of all such General Unsecured Claims held by those Holders subject to the Cash-Out Default.

“Cause of Action” means any actual or potential claims, interests, damages, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, Liens, indemnities, guaranties and franchises of any kind or character whatsoever, whether known or unknown, choate or inchoate, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, Disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on or after the Petition Date, in contract, tort, law, equity or otherwise pursuant to any theory of law. For the avoidance of doubt, Cause of Action includes the following: (a) any right of setoff, counterclaim, or recoupment and any claim under contracts or for breaches of duties imposed by law or in equity; (b) any claim based on or relating to, or in any manner arising from, in whole or in part, breach of fiduciary duty, violation of local, state, federal, or foreign law, or breach of any duty imposed by law or in equity, including securities laws, negligence, and gross negligence; (c) any claims or causes of action for aiding and abetting (including of breaches of fiduciary duties), knowing participation (including knowing participation in breach of fiduciary duty), and conspiracy (including conspiracy to breach fiduciary duty); (d) any claims or causes of action for illegal dividends; (e) any claims or causes of action for fraud, misrepresentations, or omissions; (f) the right to object to, subordinate, disallow, or otherwise contest Claims or Interests; (g) claims or causes of action pursuant to sections 362, 510, 542, 543, 544–550, or 553 of the Bankruptcy Code; (h) any claim or defense, including fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code; (i) any Avoidance Action; (j) any claim or defense related to tax refunds or tax audits; and (k) any Retained Cause of Action.

“Chapter 11 Cases” means the cases under chapter 11 of the Bankruptcy Code commenced by the Debtors on the Petition Date, with case numbers as set forth in the Introduction to this Plan, that are jointly administered in the case styled In re Azul, S.A., et al., Case No. 25-11176 (SHL).

“Claim” means any “claim,” as defined in section 101(5) of the Bankruptcy Code, against any of the Debtors, whether or not assessed or Allowed.

“Claims and Solicitation Agent” means Stretto, Inc., the notice, claims, solicitation, balloting, and administrative agent retained by the Debtors in the Chapter 11 Cases as approved by the Order (I) Authorizing and Approving the Appointment of Stretto, Inc. as Claims and Noticing Agent and (II) Granting Related Relief [ECF No. 56] and the Order Authorizing the Employment and Retention of Stretto, Inc. as Administrative Advisor for the Debtors Effective as of the Petition Date [ECF No. 223].

“Claims Objection Procedures Order” means the Order Approving (I) Omnibus Claims Objection Procedures and (II) Omnibus Claims Hearing Procedures [ECF No. 653].

“Claims Register” means the register of Claims maintained by the Claims and Solicitation Agent.

“Class” means any group of Claims or Interests classified under this Plan pursuant to section 1122(a) of the Bankruptcy Code.

“Clearinghouses” has the meaning set forth in Section 5.3(c).

“Collateral” means any property or interest in property of the Debtors subject to a Lien to secure the payment or performance of a Claim, which Lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order.

“Company” means Azul, together with its direct and indirect subsidiaries.

“Confirmation” means confirmation of this Plan pursuant to section 1129 of the Bankruptcy Code.

“Confirmation Date” means the date on which the Confirmation Order is entered by the Bankruptcy Court on the docket of the Chapter 11 Cases.

“Confirmation Hearing” means the hearing held by the Bankruptcy Court to consider confirmation of this Plan pursuant to sections 1128 and 1129 of the Bankruptcy Code, as such hearing may be adjourned or continued from time to time.

“Confirmation Order” means the order of the Bankruptcy Court entered pursuant to section 1129 of the Bankruptcy Code confirming this Plan.

“Contingent” means, when used in reference to a Claim, any Claim, the liability for which attaches or is dependent upon the occurrence or happening of, or is triggered by, an event that has not yet occurred as of the date on which such Claim is sought to be estimated or on which an objection to such Claim is filed, whether or not such event is within the actual or presumed contemplation of the Holder of such Claim and whether or not a relationship between the Holder of such Claim and the applicable Debtor now or hereafter exists or previously existed.

“Contract Dispute” means an unresolved objection regarding assumption or assumption and assignment, Cure Amount, “adequate assurance of future performance” (within the meaning in section 365 of the Bankruptcy Code), or other issues related to assumption or assumption and assignment of an Executory Contract or Unexpired Lease.

“Convenience Claim Amount” means $12,500,000.

“Convertible Debenture Claim” means any Claim on account of the Convertible Debentures; provided, that Convertible Debenture Claims shall not include the Rolled-Up Convertible Debenture Claims.

“Convertible Debenture Documents” means the documents that govern the Convertible Debentures, including the Convertible Debenture Indenture, each as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Convertible Debenture Indenture” means that certain Indenture, dated as of October 26, 2020, between Azul S.A., as issuer, Azul Secured Finance, Azul Linhas Aéreas Brasileiras S.A., IntelAzul S.A., ATS Viagens e Turismo Ltda., Azul IP Cayman Holdco Ltd., and Azul IP Cayman Ltd., each as guarantors, as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Convertible Debenture Trustee” means Vórtx Distribuidora de Títulos e Valores Mobiliários Ltda., in its capacity as trustee under the Convertible Debenture Indenture, and any successor trustee appointed pursuant to the terms thereof.

“Convertible Debentures” means the convertible debentures due 2028, issued under the Convertible Debenture Indenture.

“Covered Claim” means a claim or Cause of Action of the type set forth in Section 8.5(1)-(4), Section 8.6(1)-(4), or Section 8.9.

“Creditor” means any Holder of a Claim.

“Creditors’ Committee” means the statutory committee of unsecured creditors appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code by the United States Trustee, as set forth in the Notice of Appointment of Official Committee of Unsecured Creditors [ECF No. 80], as such may be reconstituted from time to time.

“Creditors’ Entities” means, collectively, the 1L Creditors’ Entity and 2L Creditors’ Entity.

“Cure Amount” means the payment of Cash or the distribution of other property (as the parties may agree or the Bankruptcy Court may order) as necessary to (a) cure a monetary default by the Debtors in accordance with the terms of an Executory Contract or Unexpired Lease of the Debtors and (b) permit the Debtors to assume such Executory Contract or Unexpired Lease under section 365(a) of the Bankruptcy Code.

“Cure Claim” means a Claim for a Cure Amount in connection with the assumption or assumption and assignment of an Executory Contract or Unexpired Lease under section 365(a) of the Bankruptcy Code.

“CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários).

“CVM Resolution 160” means the CVM Resolution No. 160 of July 13, 2022, as amended from time to time.

“D&O Liability Insurance Policies” means all Insurance Policies (including any “tail policy” or excess policy) for liabilities against any of the Debtors’ current or former directors, managers and officers, and all agreements, documents, or instruments related thereto.

“Debtor” or “Debtors” has the meaning specified in the Introduction. To the extent the context requires any reference to a Debtor or the Debtors after the Effective Date, Debtor or Debtors shall mean a Reorganized Debtor or the Reorganized Debtors, as applicable, in accordance with Section 1.6.

“Debtors’ Case Information Website” means the website established by the Claims and Solicitation Agent after the Petition Date that contains information regarding the Chapter 11 Cases, available at https://cases.stretto.com/azul.

“DIP Collateral Agents” means TMF Brasil Administração e Gestão de Ativos Ltda., in its capacity as Brazilian collateral agent under the DIP Indenture, UMB Bank, N.A., in its capacity as U.S. collateral agent under the DIP Indenture, and any successor collateral agent appointed pursuant to the terms thereof.

“DIP Debtholders” means the noteholders from time to time party to the DIP Documents.

“DIP Documents” means the DIP Facility Credit Agreement, the DIP Note Purchase Agreement, the DIP Indenture, the DIP Notes and all other agreements, documents, and instruments related thereto, including the DIP Order and any guaranty agreements, pledge and collateral agreements, intercreditor agreements, and other security agreements, as now in effect or as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with their terms and the terms of the DIP Order.

“DIP Facility” means that certain senior, secured, superpriority, priming, debtor-in-possession credit facility provided pursuant to the DIP Documents.

“DIP Facility Claim” means any Claim on account of the DIP Documents, including, for the avoidance of doubt, (i) the Rolled-Up AerCap Secured Claims and (ii) the Rolled-Up Convertible Debenture Claims.

“DIP Facility Credit Agreement” means the Superpriority Senior Secured Debtor-In-Possession Term Loan Agreement (as amended, supplemented, or otherwise modified from time

to time, including pursuant to the First Amendment Agreement) substantially in the form attached as Exhibit 1 to the Final DIP Order.

“DIP Indenture” means that certain Indenture, dated as of September 22, 2025, by and among Azul Secured Finance LLP, as issuer, Azul S.A., as parent guarantor, the subsidiary guarantors, UMB Bank, N.A., as trustee, U.S. collateral agent, registrar, paying agent and transfer agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian collateral agent, as may have been amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“DIP Note” has the meaning attributed to the term “Notes” in the DIP Indenture.

“DIP Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of September 22, 2025, by and among Azul Secured Finance LLP, as issuer, Azul S.A., as parent guarantor, the subsidiary guarantors, the DIP Debtholders, as note purchasers, and UMB Bank, N.A., as administrative agent, as may have been amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“DIP Order” means, collectively, the Interim DIP Order and the Final DIP Order authorizing the Debtors to enter into the DIP Documents and access the DIP Facility.

“DIP Trustee” means UMB Bank National Association, in its capacity as trustee under the DIP Indenture.

“Disallowed” means a finding or conclusion of law of the Bankruptcy Court in a Final Order, or provision in this Plan or the Confirmation Order, disallowing a Claim.

“Disallowed Claim” means any Claim or any portion thereof that (a) has been Disallowed, (b) is listed in the Schedules as “$0,” Contingent, Disputed or unliquidated and as to which a Bar Date has been established but no Proof of Claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law, (c) has been agreed to be equal to “$0” or to be expunged pursuant to the Claims Objection Procedures Order or otherwise, or (d) is not listed on the Schedules and as to which a Bar Date has been established but no Proof of Claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law.

“Disclosure Statement” means the disclosure statement for this Plan, as may be amended or supplemented from time to time, prepared and distributed in accordance with sections 1125, 1126(b) and 1145 of the Bankruptcy Code, Bankruptcy Rules 3016 and 3018 and other applicable law, and all exhibits, appendices, schedules, supplements, modifications, amendments, annexes, and attachments to such disclosure statement.

“Disclosure Statement Approval Order” means that certain Order Approving the (I) Adequacy of Information in the Disclosure Statement, (II) Solicitation and Voting Procedures,

(III) Forms of Ballots, Notices and Notice Procedures in Connection Therewith, and (IV) Certain Dates with Respect Thereto.

“Disputed” means, with respect to a Claim, Interest, or any portion thereof, (a) any such Claim or Interest to the extent neither Allowed or Disallowed under this Plan or a Final Order nor deemed Allowed under section 502, 503, or 1111 of the Bankruptcy Code or (b) any such Claim or Interest to which an objection, motion, or other pleading with respect to such Claim or Interest has been filed.

“Disputed Claim Plan Recovery” has the meaning set forth in Section 6.4(c).

“Disputed Claims Cap” has the meaning set forth in Section 6.4(c).

“Disputed Claims Process” means the process described in Section 6.4(c) with respect to the Disputed Claims.

“Distribution Agent” means, as applicable, the Reorganized Debtors or any entity designated by the Reorganized Debtors to make or to facilitate Plan Distributions, including, without limitation, each of the Agents/Trustees, as applicable, to the extent they make or facilitate distributions under this Plan.

“Distribution Date” means any of (a) the Initial Distribution Date, (b) each Interim Distribution Date, and (c) the Final Distribution Date.

“Distribution Record Date” means, with respect to all Classes for which Plan Distributions are to be made, the Confirmation Date.

“DTC” means the Depository Trust Company.

“Effective Date” means the date of substantial consummation of this Plan, which shall be the date on which (a) no stay of the Confirmation Order is in effect, (b) all of the conditions precedent to the occurrence of the Effective Date set forth in Section 9.1 have been satisfied or waived in accordance with the terms of Section 9.2, and (c) the Debtors file a notice on the docket of the Chapter 11 Cases declaring this Plan effective.

“Effective Date New Equity Interests” means the outstanding New Equity Interests of Reorganized Azul as of the Effective Date.

“Effective Date Unrestricted Cash” means the Debtors’ aggregate unrestricted cash and cash equivalents projected on the Effective Date after giving pro forma effect to the Restructuring Transactions (including, for the avoidance of doubt, the Equity Rights Offering and the Exit Debt Facilities), in each case as set forth in the Backstop Commitment Agreement.

“Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code.

“Equity Rights Offering” means the equity rights offering of New Equity Interests in the ERO Amount to be effectuated in accordance with the ERO Documents.

“ERO Amount” means up to $950,000,000, consisting of the Backstopped ERO Amount, the Strategics Investment Amount, and (solely to the extent applicable) the Additional Investment Amount.

“ERO Closing Date” means the date on which the Equity Rights Offering is settled and consummated in accordance with the terms of the ERO Documents.

“ERO Convenience Election” has the meaning set forth in Section 2.1(a)(i).

“ERO Documents” means the Backstop Commitment Agreement, the Backstop Motion, the Backstop Order, the Strategics Investment Agreements, the Strategics Investment Motion, the Strategics Investment Order, and any and all other agreements, documents, and instruments delivered or entered into in connection with, or otherwise governing, the Equity Rights Offering, including the ERO Procedures, subscription forms, as applicable, material fact notice, notice to the market (aviso ao mercado), notice to shareholders (aviso aos acionistas), prospectus, and any other materials distributed in connection with the Equity Rights Offering.

“ERO Holdback” means, with respect to the Equity Rights Offering, the holdback retention amount of $50,000,000 that will be mandatorily allocated to the Backstop Commitment Parties, regardless of the levels of participation in the Equity Rights Offering by other parties, in accordance with the terms of the Backstop Commitment Agreement; provided, that such amount may be modified with the consent of the Backstop Commitment Parties in accordance with the terms of the Backstop Commitment Agreement.

“ERO Holdback Securities” means the New Equity Interests issued in the form of ADSs to the specified Backstop Commitment Parties on account of the ERO Holdback at a price calculated at the Applicable Discount to Plan Equity Value.

“ERO Participants” means the (i) Holders of 1L Claims and/or 2L Notes Claims (in their capacity as such or as holders of Existing Azul Interests), (ii) Backstop Commitment Parties, (iii) the Strategic Partners, and (iv) such other investors entitled to participate in the Equity Rights Offering pursuant to the ERO Procedures.

“ERO Procedures” means the rights offering procedures which shall govern the Equity Rights Offering, which shall be set forth in a Plan Supplement.

“ERO Shares” means the New Equity Interests issued pursuant to the Equity Rights Offering, constituting approximately 72.3% of the outstanding New Equity Interests (assuming a Plan Equity Value of $1,680,000,000, and calculated prior to giving effect to dilution from the MIP Interests), including, for the avoidance of doubt, the Backstop Securities, the ERO Holdback Securities, and the Strategics Investment Securities, and excluding, for the avoidance of doubt, any Backstop Payment Securities; provided, that, for the avoidance of doubt, any modification of the foregoing percentage shall be subject to the consent of the Requisite Backstop Commitment Parties in accordance with the terms of the Backstop Commitment Agreement.

“Estate” means, as to each Debtor, the bankruptcy estate created for the Debtor pursuant to section 541 of the Bankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exculpated Party” means, collectively, and in each case in its capacity as such: (a) the Debtors and Reorganized Debtors; (b) the Debtors’ current and former officers, directors, and managers; (c) the DIP Debtholders; (d) the DIP Trustee; (e) the Creditors’ Committee and its members (including any ex-officio members); (f) the Backstop Commitment Parties; (g) the Strategic Partners; (h) AerCap; (i) the Secured Ad Hoc Group and its members; (j) the GUC Trustee; and (k) with respect to each of the foregoing clauses (a) through (j), to the fullest extent permitted by law, such Person’s Related Parties, solely with respect to work performed on behalf of the applicable Related Party in connection with the negotiation, execution, and implementation of any transactions approved by the Bankruptcy Court in the Chapter 11 Cases.

“Executory Contract” means a contract or lease to which one or more of the Debtors is a party that is subject to assumption, assumption and assignment, or rejection under section 365 of the Bankruptcy Code.

“Existing Azul Interests” means existing Interests in Azul other than the April 2025 Warrants.

“Existing Letters of Credit” means all outstanding wholly or partially undrawn prepetition and postpetition letters of credit issued to, or at the request of, any Debtor, in each case as amended, restated, renewed, modified, supplemented, extended, or confirmed from time to time.

“Exit Debt Documents” means the Exit Notes Documents or the Other Exit Financing Documents, as applicable.

“Exit Debt Facilities” means the Exit Notes or the Other Exit Financing, as applicable.

“Exit Notes” means the new first Lien secured notes, to be issued by the Exit Notes Issuer on the Effective Date on the terms set forth in the Bondholder RSA and such other terms set forth in the Exit Notes Documents.

“Exit Notes Documents” means the documents that will govern the Exit Notes, including any financing documents related to the Exit Notes and any related term sheets, indentures, note purchase agreements, intercreditor agreements, pledges, mortgages, guarantees, and any similar documents.

“Exit Notes Issuer” means Azul Secured Finance LLP.

“FAA” means the Federal Aviation Administration.

“Factoring Agreement” has the meaning set forth in the BdoB Stipulation and Order.

“Federal Judgment Rate” means the federal judgment rate in effect pursuant to 28 U.S.C. § 1961 as of the Petition Date, compounded annually.

“Final DIP Order” means the Final Order (A) Authorizing Debtors to Obtain Senior Secured Super-Priority Post-Petition Financing, (B) Authorizing Debtors to Use Cash Collateral, (C) Granting Liens and Providing Claims with Super-Priority Administrative Expense Status, (D) Granting Adequate Protection to Prepetition Secured Parties, (E) Modifying the Automatic Stay and (F) Granting Related Relief [ECF No. 379].

“Final Distribution Date” means a day selected by the Reorganized Debtors that is after the Initial Distribution Date.

“Final Order” means an order of the Bankruptcy Court or a court of competent jurisdiction that has been entered on the docket maintained by the clerk of such court, which has not been reversed, vacated, or stayed and as to which (i) the time to appeal, petition for certiorari, or move for a new trial, reargument, or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for a new trial, reargument, or rehearing shall then be pending, or (ii) if an appeal, writ of certiorari, new trial, reargument, or rehearing thereof has been sought, such order shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new trial, reargument, or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari, or move for a new trial, reargument, or rehearing shall have expired; provided, that no order shall fail to be a “Final Order” solely because of the possibility that a motion under Rules 59 or 60 of the Federal Rules of Civil Procedure (as promulgated by the United States Supreme Court under section 2072 of title 28 of the United States Code), under any analogous Federal Rules of Bankruptcy Procedure (as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code) (or any analogous rules applicable in another court of competent jurisdiction) or under sections 502(j) or 1144 of the Bankruptcy Code has been or may be filed with respect to such order.

“First Day Declaration” means the Declaration of Fabio Barros Franco de Campos in Support of the Chapter 11 Proceedings and First Day Pleadings [ECF No. 8], filed at the onset of the Chapter 11 Cases.

“General Bar Date” has the meaning specified in the Bar Date Order.

“General Unsecured Claim” means any Claim against any of the Debtors that is not one of the following Claims: (a) an Administrative Expense Claim (including a DIP Facility Claim, a Claim related to U.S. Trustee Fees, or a Professional Fee Claim); (b) a Priority Tax Claim; (c) a Priority Non-Tax Claim; (d) a Secured Claim; (e) a Government-Backed Engine Maintenance Claim; (f) a 9th and 10th Debentures Claim; (g) a Specified Non-U.S. Claim; (h) a Subordinated Claim; (i) an Intercompany Claim; or (j) an Unsecured Convenience Class Claim; provided, that, for the avoidance of doubt, General Unsecured Claims shall not include the 1L Deficiency Claims and the 2L Notes Deficiency Claims.

“Governance Term Sheet” means the governance term sheet to be filed with the Plan Supplement.

“Governmental Bar Date” has the meaning specified in the Bar Date Order.

“Governmental Unit” has the meaning set forth in section 101(27) of the Bankruptcy Code.

“Government-Backed Engine Maintenance Claim” means any Claim on account of the Government-Backed Engine Maintenance Credit Agreement.

“Government-Backed Engine Maintenance Credit Agreement” means that certain Credit Agreement, dated as of May 27, 2024, as amended by Amendment No. 1 to the Credit Agreement dated as of February 10, 2025, by and among Azul Investments LLP, as borrower, Azul Linhas Aéreas Brasileiras S.A. and Azul S.A., as guarantors, and Citibank, N.A., as bank and as beneficiary of an insurance policy issued by the Federative Republic of Brazil (acting through the Executive Secretariat of the Foreign Trade Chamber), as the insurance provider, pursuant to which such insurance provider agreed to cover all of the principal and interest payable by the obligors under such agreement, as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“GUC CVR” means that certain non-transferrable (unless expressly permitted by the terms of the GUC CVR Agreement) contingent value right issued by a Reorganized Debtor to the GUC Trust, which shall be governed by the GUC CVR Agreement, providing for an annual Cash payment of up to $6,500,000 with respect to each of the fiscal years ending December 31, 2027, 2028, and 2029 (respectively) in the event that the Reorganized Debtors achieve at least 100% of the projected EBITDAR for the applicable fiscal year as set forth in the October 2025 Business Plan and payable upon the satisfaction of those certain cash and ratio tests and other conditions to be set forth in the GUC CVR Documents.

“GUC CVR Agreement” means that certain agreement setting forth the full terms and conditions of the GUC CVR, which shall be consistent with the terms of this Plan and the GUC CVR Term Sheet (if any), which agreement shall be in form and substance acceptable to the Debtors, the Creditors’ Committee, and Secured Ad Hoc Group.

“GUC CVR Documents” means, collectively, the GUC CVR Term Sheet (if any), the GUC CVR Agreement, and any and all related agreements, documents, and instruments to be delivered or entered into in connection therewith.

“GUC CVR Term Sheet” means that certain term sheet (if any) setting forth the material terms of the GUC CVR and GUC CVR Documents.

“GUC Trust” means the trust established for the benefit of the GUC Trust Beneficiaries on the Effective Date in accordance with the Plan and pursuant to the GUC Trust Agreement to receive, hold, and administer the GUC Trust Assets.

“GUC Trust Agreement” means the trust agreement establishing, among other things, the terms and conditions for the creation and operation of the GUC Trust to be entered into on or before the Effective Date between the Debtors and the GUC Trustee, which agreement shall be in form and substance acceptable to the Debtors, the Creditors’ Committee, and Secured Ad Hoc Group.

“GUC Trust Assets” means, collectively, (i) the GUC Trust Cash, (ii) the GUC Warrants, and (iii) the GUC CVR.

“GUC Trust Beneficiaries” means, collectively, the Holders of Allowed General Unsecured Claims that make the GUC Trust Election; provided, however, for the avoidance of doubt, the Holders of any 1L Deficiency Claims or any 2L Notes Deficiency Claims (in their capacity as such) shall not be GUC Trust Beneficiaries.

“GUC Trust Cash” means (i) if the Cash-Out Percentage is 50% or lower, $5,000,000 in Cash, or (ii) if the Cash-Out Percentage exceeds 50%, $2,500,000 in Cash.

“GUC Trust Election” means, as to any Holder of a General Unsecured Claim, the timely election of such Holder on its applicable Ballot to receive GUC Trust Interests instead of a Cash recovery from the Cash-Out Pool under the Plan; provided, that, for the avoidance of doubt, without making such timely election, no such Holder of a General Unsecured Claim shall be entitled to receive GUC Trust Interests under this Plan; provided, further, that if any Holder of a General Unsecured Claim does not make a valid GUC Trust Election, it shall be subject to the Cash-Out Default as a result.

“GUC Trust Fees and Expenses” means (i) all reasonable and documented fees, expenses, and costs (including any taxes imposed on or payable by the GUC Trust or in respect of the GUC Trust Assets, and professional fees) incurred by the GUC Trust, any professionals retained by the GUC Trust, and any additional amount determined necessary by the GUC Trustee to adequately reserve for the operating expenses of the GUC Trust that shall be paid exclusively out of the GUC Trust Assets and (ii) the Unsecured Indenture Trustee Expenses, which the GUC Trust may pay without any requirement to file a fee application with the Bankruptcy Court, without the need for itemized time detail, and without any requirement for Bankruptcy Court review or approval, and which fees, for the avoidance of doubt, shall be paid exclusively from the GUC Trust Assets; provided, that, for the avoidance of doubt, Debtors, the Reorganized Debtors, and their Affiliates (and anyone acting on their behalf) shall provide no additional funding for the GUC Trust other than, as applicable, the GUC Trust Assets.

“GUC Trust Interests” means, collectively, non-certified beneficial interests in the GUC Trust granted to each GUC Trust Beneficiary, which shall entitle such GUC Trust Beneficiary to its pro rata share of the GUC Trust Net Assets, subject to the terms and conditions of this Plan and the GUC Trust Agreement.

“GUC Trust Net Assets” means the GUC Trust Assets less the GUC Trust Fees and Expenses.

“GUC Trust Oversight Board” has the meaning set forth in Section 4.4(a).

“GUC Trustee” means, in its capacity as such, the Person or Entity selected by the Creditors’ Committee to serve as the trustee of the GUC Trust, and any successor thereto, in accordance with the GUC Trust Agreement, and the identity of which shall be disclosed prior to the Confirmation Hearing.

“GUC Warrant Agreement” means, collectively, that certain warrant agreement to be entered into on the Effective Date that shall govern the terms of the GUC Warrants, which shall be consistent with the terms of this Plan and the GUC Warrant Term Sheet (if any), which agreement shall be in form and substance acceptable to the Debtors, the Creditors’ Committee and Secured Ad Hoc Group.

“GUC Warrant Documents” means, collectively, the GUC Warrant Term Sheet (if any), the GUC Warrant Agreement, and any and all related agreements, documents, and instruments to be delivered or entered into in connection therewith.

“GUC Warrant Term Sheet” means that certain term (if any) sheet setting forth the material terms of the GUC Warrants and GUC Warrant Documents.

“GUC Warrants” means warrants to purchase up to 5.5% of the total outstanding New Equity Interests (calculated on a fully-diluted basis giving effect to the New Equity Interests to be issued pursuant to Section 3.2(d)(iii) and Section 3.2(e)(iii) of this Plan, the ERO Shares, the Backstop Payment Securities, any Additional Investment involving the issuance of New Equity Interests, and the exercise of any statutory preemptive rights in accordance with the Transaction Steps, the ERO Procedures, and Brazilian law, but excluding the MIP Interests and, subject to the terms of the GUC Warrant Agreement, any other dilution from incremental issuances), which shall: (i) be exercisable for a 5-year period commencing on the Effective Date, at a strike price set at an equity value of $3,800,000,000, (ii) have Black-Scholes protection for 3 years post-issuance (with the GUC Warrants (x) using a fixed volatility of 50% and (y) assuming a 4-year term) paid in primary equity shares at the transaction value, (iii) include a cashless exercise feature, and (iv) be issued on the Effective Date to the GUC Trust, pursuant to the Plan, and the terms and conditions of which shall be set forth in the GUC Warrant Documents; provided, that the total number of GUC Warrants issued on the Effective Date shall be reduced from an amount representing warrants to purchase 5.5% of the total outstanding New Equity Interests on a pro rata basis by the Cash-Out Percentage.

“Holder” means an Entity holding a Claim or Interest, as applicable.

“Impaired” means, with respect to a Claim, an Interest, or a Class of Claims or Interests, “impaired” within the meaning of section 1124 of the Bankruptcy Code.

“Indemnification Obligation” means any existing or future obligation of any Debtor to indemnify current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, restructuring advisors, and other professionals and/or agents and/or representatives of, or acting on behalf of, the Debtors, in their capacities as such, as applicable,

whether pursuant to agreement, letters, the Debtors’ by-laws, certificates of incorporation or formation, other organizational documents, board resolutions, indemnification agreements, limited liability company agreements, limited partnership agreements, employment contracts, or otherwise, or other applicable contract or law in effect as of the Effective Date.

“Indenture Trustee Expenses” means the reasonable and documented fees and expenses of the DIP Trustee, Superpriority Notes Trustee, Bridge Notes Trustee, 1L Notes Trustee, and 2L Notes Trustee, as well as the professionals retained by, or on behalf of, the DIP Trustee, Superpriority Notes Trustee, Bridge Notes Trustee, 1L Notes Trustee, and 2L Notes Trustee, incurred since the inception of their respective engagements and through the Effective Date related to the Chapter 11 Cases and the implementation of the Restructuring Transactions and not previously paid by, or on behalf of, the Debtors.

“Initial Distribution Date” means a date selected by the Reorganized Debtors, that is as soon as reasonably practicable after the Effective Date.

“Institutional Accredited Investor” means an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3), (7), (8), (9), (12), and (13) under the Securities Act.

“Insurance Policies” means the Debtors’ (or their predecessors’) insurance policies and any agreements, documents, or instruments relating thereto, in each case, that have been entered into prior to the Confirmation Date. Insurance Policies shall not include surety bonds, surety indemnity agreements, or surety-related products.

“Insurers” means any Entities or Persons (other than the Debtors) that issued or entered into Insurance Policies (including any third-party administrator for any Insurance Policies) and any respective predecessors and/or affiliate of any of the foregoing, but shall not include any companies or other entities in their role as an issuer of bonds, surety indemnity agreements, or surety-related products.

“Intercompany Claim” means any Claim against a Debtor that is held by another Debtor or an Affiliate of a Debtor.

“Intercompany Interest” means any Interest in a Debtor held (i) by another Debtor or (ii) by a non-Debtor that is a wholly owned direct or indirect subsidiary of a Debtor.

“Interest” means, collectively, any equity security (as defined in section 101(16) of the Bankruptcy Code) in a Debtor, including any issued or unissued share of common stock, preferred stock, or other instrument evidencing any other equity, ownership, or profits interests in a Debtor, whether or not transferable, including membership interests in limited liability companies and partnership interests in partnerships, and any option, warrant, right, or other security or agreement, contractual or otherwise, to acquire or subscribe for, or which are convertible into any shares (or any class thereof) of, any such interest in a Debtor that existed immediately prior to the Effective Date, and any award of stock options, restricted stock units, performance stock units, equity appreciation rights, restricted equity, stock appreciation rights, or phantom equity of the Debtors (whether or not arising under or in connection with any

employment agreement, separation agreement, or employee incentive plan or program of the Debtors and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or similar security, other than Intercompany Interests). For the avoidance of doubt, “Interest” includes American depositary receipts that are linked to other Interests.

“Interim Compensation Order” means the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals [ECF No. 261].

“Interim DIP Order” means the Interim Order (A) Authorizing Debtors to Obtain Senior Secured Superpriority Postpetition Financing, (B) Authorizing Debtors to Use Cash Collateral, (C) Granting Liens and Providing Claims with Superpriority Administrative Expense Status, (D) Granting Adequate Protection to Prepetition Secured Parties, (E) Modifying the Automatic Stay, (F) Scheduling a Final Hearing and (G) Granting Related Relief [ECF No. 64].

“Interim Distribution Date” means any date that is after the Initial Distribution Date on which the Reorganized Debtors, in consultation with the Secured Ad Hoc Group, determine that an interim distribution should be made to holders of Allowed Claims, in light of, among other things, resolutions of Disputed Claims and the administrative costs of such a distribution.

“IRS” means the U.S. Internal Revenue Service.

“Lessor/OEM PIK 2030 Notes” means the 7.500% Senior One PIK notes due 2030, issued under the Lessor/OEM PIK 2030 Notes Indenture.

“Lessor/OEM PIK 2030 Notes Documents” means the documents that govern the Lessor/OEM PIK 2030 Notes, including the Lessor/OEM PIK 2030 Notes Indenture, each as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Lessor/OEM PIK 2030 Notes Indenture” means that certain Indenture dated as of December 23, 2024, between Azul Investments LLP, as issuer, Azul S.A. and Azul Linhas Aéreas Brasileiras S.A., as guarantors, and U.S. Bank Trust Company National Association, as trustee, as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Lessor/OEM PIK 2030 Notes Trustee” means U.S. Bank Trust Company National Association, in its capacity as trustee under the Lessor/OEM PIK 2030 Notes Indenture, and any successor trustee appointed pursuant to the terms thereof.

“Lessor/OEM PIK 2032 Notes” means the 7.500% Senior PIK Toggle Notes due 2032, issued under the Lessor/OEM PIK 2032 Notes Indenture.

“Lessor/OEM PIK 2032 Notes Documents” means the documents that govern the Lessor/OEM PIK 2032 Notes, including the Lessor/OEM PIK 2032 Notes Indenture, each as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Lessor/OEM PIK 2032 Notes Indenture” means that certain Indenture dated as of March 26, 2025, between Azul Investments LLP, as issuer, Azul S.A., and Azul Linhas Aéreas Brasileiras S.A., as guarantors, and U.S. Bank Trust Company National Association, as trustee, as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Lessor/OEM PIK 2032 Notes Trustee” means U.S. Bank Trust Company National Association, in its capacity as trustee under the Lessor/OEM PIK 2032 Notes Indenture, and any successor trustee appointed pursuant to the terms thereof.

“Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code and shall include any lien or lien equivalent under applicable non-U.S. law.

“Lien Claimants Order” means the Final Order (I) Authorizing the Debtors to Satisfy and Continue Performance in Connection with Certain Lien, Government-Backed Financing, and Litigation Claims, (II) Authorizing Financial Institutions to Honor and Process Related Checks and Transfers, and (III) Granting Related Relief [Docket No. 204].

“Local Rules” means the Local Bankruptcy Rules for the Southern District of New York.

“Management Incentive Plan” means a management incentive plan, providing for the issuance from time to time of awards with respect to the MIP Interests, to be adopted by the New Azul Strategy Committee on or as promptly as reasonably practicable following the Effective Date.

“Master Ballots” means the master ballots upon which the Nominees of Beneficial Holders shall reflect the acceptances and rejections of this Plan and any other applicable elections made by their respective Beneficial Holders in accordance with the Voting Instructions.

“Minimum Cash Amount” means $500,000,000.

“MIP Interests” means 7.0% of the New Equity Interests, as of the Effective Date, reserved for issuance under the Management Incentive Plan in accordance with the terms thereof, of which (i) 1.0% of the New Equity Interests shall be issued and vest immediately upon approval of the Management Incentive Plan by Reorganized Azul and (ii) the remaining balance of New Equity Interests shall be allocated by the New Azul Strategy Committee.

“Net ERO Proceeds Amount” means the ERO Amount, net of all transaction costs, as received by Azul as a result of consummating the Equity Rights Offering in accordance with the ERO Procedures.

“New Azul Board” means the initial board of directors of Reorganized Azul, which shall be appointed on the Effective Date pursuant to the Transaction Steps and in accordance with the New Azul Bylaws.

“New Azul Bylaws” means the new bylaws of Reorganized Azul.

“New Azul Strategy Committee” means the initial autonomous and independent corporate statutory body of Reorganized Azul designated as the Strategy Committee, which shall be appointed on the Effective Date pursuant to the Transaction Steps and in accordance with the New Azul Bylaws.

“New Boards” means, collectively, the New Azul Board, New Azul Strategy Committee, and New Subsidiary Boards.

“New Corporate Governance Documents” means the new bylaws (including the New Azul Bylaws), certificates of incorporation, certificates of formation, limited liability company agreements, operating agreements, certificates of limited partnership, agreements of limited partnership, shareholder agreements, investor rights agreements, instruments defining the rights of security holders, or such other organizational documents of the Reorganized Debtors.

“New Equity Interests” means the single class of common shares, no par value, of Reorganized Azul as described in the Transaction Steps, which shall be issued in compliance with the laws of Brazil and/or such other applicable jurisdiction, the rules, regulations, or requirements of any applicable stock exchange, and the terms of any New Corporate Governance Documents, including any relevant shareholders’ agreements, if applicable.

“New Subsidiary Boards” means the initial boards of directors or managers (as applicable) of the Reorganized Debtors other than Reorganized Azul.

“Nominee” means any broker, dealer, commercial loans institution, financial institution, common representative, or other nominee in whose name securities are registered or held of record on behalf of a Beneficial Holder.

“Nonvoting Classes” has the meaning set forth in Section 3.3(e).

“October 2025 Business Plan” means that certain business plan published by the Debtors on October 23, 2025.

“Ordinary Course Professionals Order” means the Order Authorizing the Retention and Compensation of Professionals Utilized In the Ordinary Course of Business [ECF No. 262].

“Other Administrative Expense Claims” means any Administrative Expense Claims that are DIP Facility Claims, Claims related to U.S. Trustee Fees, or Professional Fee Claims.

“Other AerCap Secured Claims” has the meaning specified in the AerCap Term Sheet.

“Other Exit Financing” means the new financing in an aggregate principal amount incurred by the Reorganized Debtors (or any of them) on the Effective Date on the terms set forth in the Other Exit Financing Documents.

“Other Exit Financing Amount” means the cash proceeds (if any) of the Other Exit Financing, net of all transaction costs, received by the Debtors.

“Other Exit Financing Documents” means the documents that will govern the Other Exit Financing, including any financing documents related to the Other Exit Financing and any related term sheets, indentures, note purchase agreements, intercreditor agreements, pledges, mortgages, guarantees, and any similar documents.

“Other Secured Claim” means any Secured Claim other than a Priority Tax Claim (except as set forth in Section 2.5), a DIP Facility Claim, a 1L Claim, and a 2L Notes Claim; provided, that Other Secured Claims shall, for the avoidance of doubt, include: (i) Other AerCap Secured Claims and (ii) the 9th and 10th Debentures Claims.

“Person” or “person” means a person as defined in section 101(41) of the Bankruptcy Code.

“Petition Date” means May 28, 2025, the date on which the Debtors commenced the Chapter 11 Cases, and, where relevant, the time of the filing of the Debtors’ chapter 11 petitions on such date.

“Plan” has the meaning specified in the Introduction.

“Plan Distribution” means a payment or distribution to Holders of Allowed Claims or Allowed Interests under this Plan.

“Plan Documents” means, collectively, the documents (other than this Plan) to be executed, delivered, assumed, and performed in conjunction with the consummation of this Plan on, prior to, or after the Effective Date, including any documents filed with the Plan Supplement, the ERO Documents, Exit Debt Documents, Additional Investment Documents (if any), and New Corporate Governance Documents.

“Plan Equity Value” means $1,680,000,000, provided, that the ERO Amount is at least $850,000,000; provided, further, that the Plan Equity Value shall be increased (or decreased, as applicable) from $1,680,000,000 on relative to the amount (if any) by which the ERO Amount exceeds (or is less than, as applicable) $850,000,000; provided, that, for the avoidance of doubt, any such increase or decrease or other modification to Plan Equity Value shall be subject to the consent of the Requisite Backstop Commitment Parties in accordance with the terms of the Backstop Commitment Agreement.

“Plan Supplement” means a compilation of documents and draft forms of documents, schedules and exhibits to this Plan, as specified in Section 11.8 of this Plan, and which may include final or substantially final forms (as may be amended, supplemented, altered, or modified from time to time on the terms set forth herein) of: (a) the Schedule of Assumed Contracts; (b) the Schedule of Rejected Contracts (if any); (c) the Schedule of Retained Causes of Action; (d) the Schedule of Directors and Officers; (e) the Specified Employment Agreement Term Sheet; (f) the Governance Term Sheet; (g) to the extent available, the Exit Debt Documents; (h) to the extent available, the Additional Investment Documents; (i) the Registration and Listing Terms; (j) the ERO Procedures and subscription forms, as applicable; (k) the GUC Warrant Term Sheet (if any), or, to the extent available, the GUC Warrant Documents; (l) the GUC CVR Term

Sheet (if any), or, to the extent available, the GUC CVR Documents; (m) the GUC Trust Agreement; (n) the Transaction Steps; and (o) other documents, instruments or agreements necessary or appropriate to implement this Plan and the transactions contemplated thereby. The Creditors’ Committee shall: (i) have consent rights with respect to those documents set forth in foregoing clauses (c), (k), (l), and (m); and (ii) with respect to those documents set forth in each of the other foregoing clauses, shall have consent rights solely with respect to any provision that has a material effect on the economic recoveries or rights of holders of Allowed General Unsecured Claims or Allowed Unsecured Convenience Class Claims under the Plan (whether directly or indirectly).

“Post-Petition Aircraft Agreement” means a new or renegotiated agreement (including leases, subleases, security agreements, and mortgages and any amendments, modifications, or supplements of or to any lease, sublease, security agreement, or mortgage and such leases, subleases, security agreements, or mortgages as so amended, modified, or supplemented, and any agreement settling or providing for any claims or otherwise addressing any matters relating to any lease, sublease, security agreement, or mortgage or any amendment, modification, or supplement of or to any lease, sublease, security agreement, or mortgage, together with any related ancillary documents) entered into after the Petition Date by the Debtors relating to Aircraft Equipment.

“Priority Non-Tax Claim” means any Claim (other than an Administrative Expense Claim or a Priority Tax Claim) entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

“Priority Tax Claim” means an unsecured Claim of a Governmental Unit entitled to priority pursuant to section 507(a)(8) or specified under section 502(i) of the Bankruptcy Code.

“Pro Rata” means, for the Holder of an Allowed Claim or Allowed Interest in a particular Class at a Debtor, proportional to the ratio of the amount of such Allowed Claim or Allowed Interest to the amount of all Allowed Claims or Allowed Interests, as applicable, in the same Class at that Debtor or, as applicable and as specifically set forth in this Plan, multiple Debtors. As applied to DIP Facility Claims, “Pro Rata” shall have a correlative meaning as though all DIP Facility Claims constituted a single Class.

“Professional” means an Entity (a) employed in the Chapter 11 Cases pursuant to a Final Order in accordance with section 327, 328, 330, 363, or 1103 of the Bankruptcy Code and to be compensated for services rendered prior to or on the Effective Date pursuant to (i) sections 327, 328, 329, 330, 331, or 363 of the Bankruptcy Code or (ii) a Final Order authorizing such retention or (b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code (excluding those Entities entitled to compensation for services rendered after the Petition Date in the ordinary course of business pursuant to or in accordance with a Final Order granting such relief, including the Ordinary Course Professionals Order).

“Professional Fee Claim” means any Claim for accrued, contingent and/or unpaid fees and expenses (including transaction and success fees) incurred by a Professional in the

Chapter 11 Cases on or after the Petition Date and through and including the Effective Date under sections 328, 330, 331, 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code to the extent such fees and expenses have not been paid pursuant to or in accordance with an order of the Bankruptcy Court and regardless of whether a fee application has been filed for such fees and expenses. To the extent that the Bankruptcy Court or any higher court of competent jurisdiction denies or reduces by a Final Order any amount of a Professional’s fees or expenses, then the amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim.

“Professional Fee Escrow Account” means an interest-bearing account funded by the Debtors with Cash on or before the Effective Date in an amount equal to the Professional Fee Escrow Amount; provided, however, that the Cash funds in the Professional Fee Escrow Account shall be increased from Cash on hand at the Reorganized Debtors to the extent applications are approved by the Bankruptcy Court after the Effective Date in excess of the amount of Cash funded into the escrow as of the Effective Date.

“Professional Fee Escrow Amount” means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses (whether billed or unbilled) that Professionals reasonably estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Effective Date, which estimates Professionals shall deliver to the Debtors as set forth in Section 2.3(b).

“Proof of Claim” means a proof of claim filed by a Holder of a Claim in accordance with the Bar Date Order.

“Registration and Listing Terms” means a written document agreed among the Backstop Commitment Parties, the Strategic Partners, and the Company pursuant to the terms of the Backstop Commitment Agreement and the Strategics Investment Agreements, to be filed as an exhibit to the Plan Supplement, which shall contain certain material terms relating to the Backstop Securities, the Backstop Payment Securities, the Strategics Investment Securities, and the ADSs, including, among other things, (a) whether the ADSs shall be issued in reliance on any exemption from registration under the Securities Act provided by Section 4(a)(2) of the Securities Act or Regulation S promulgated under the Securities Act, Section 1145 of the Bankruptcy Code and/or any other available exemption, (b) customary registration rights with respect to any such Backstop Securities and Backstop Payment Securities, including customary resale shelf registration rights, demand registration rights, and piggy-back registration rights, (c) listing of the ADSs representing such Backstop Securities and Backstop Payment Securities on the New York Stock Exchange or other national securities exchange in the United States, and (d) other matters related to such Backstop Securities, Backstop Payment Securities, and the Strategics Investment Securities, including the method by which the holders thereof would exercise preemptive rights and voting rights of the underlying New Equity Interests.

“Registration Rights Agreement(s)” means those certain registration rights agreement(s), to be executed among Reorganized Azul (or an Affiliate designated by Reorganized Azul), the Backstop Commitment Parties, and/or the Strategic Partners, providing certain registration rights to the Backstop Commitment Parties and the Strategic Partners with

respect to the Backstop Securities, the Backstop Payment Securities, and the Strategics Investment Securities, at such time as specified in, and on terms substantially consistent with the Registration and Listing Terms, as may be amended, restated, supplemented, or otherwise modified, from time to time in accordance with the terms thereof.

“Reinstate,” “Reinstated,” or “Reinstatement” means, with respect to any Claim against or Interest in a Debtor, the treatment provided for in section 1124 of the Bankruptcy Code.

“Rejection Claim” means a Claim under section 502(g) of the Bankruptcy Code.

“Related Parties” means, with respect to an Entity, each of, and in each case in its capacity as such, such Entity’s current and former Affiliates, and such Entity’s and such Affiliates’ current and former directors, board observers, managers, officers, committee members, members of any governing body, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, managed accounts or funds (including any beneficial holders for the account of whom such funds are managed), predecessors, participants, successors, assigns, subsidiaries, partners, limited partners, general partners, principals, members, management companies, fund advisors or managers, employees, agents, trustees, advisory board members, financial advisors, attorneys (including any other attorneys or professionals retained by any current or former director or manager in his or her capacity as director or manager of an Entity), accountants, investment bankers, actuaries, consultants, representatives, and other professionals and advisors and any such person’s or Entity’s respective heirs, executors, estates, and nominees.

“Released Parties” means each of the following, and in each case, solely in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) each DIP Debtholder; (d) each Backstop Commitment Party; (e) each Strategic Partner; (f) each Agent/Trustee; (g) each Distribution Agent; (h) the Creditors’ Committee and its members (including any ex-officio members); (i) the Secured Ad Hoc Group and its members; (j) AerCap; (k) each Significant Shareholder; (l) the GUC Trustee; and (m) with respect to each of the foregoing Entities in clauses (a) through (l), such Entity’s Related Parties; provided, however, that an Entity that (1) affirmatively elects to “opt out” of being a Releasing Party by checking the appropriate box on such Holder’s timely and properly submitted Ballot, thereby indicating such Holder’s election to “opt out” of this Plan’s release provisions, or (2) timely objects to the releases herein and such objection is not resolved before Confirmation shall, in each case, not be considered a “Released Party” notwithstanding anything to the contrary herein.

“Releases” means the releases provided for in Sections 8.5 and 8.6.

“Releasing Parties” means each of the following, and in each case, solely in its capacity as such: (a) each of the Released Parties (other than the Debtors and the Reorganized Debtors); (b) each Holder of a Claim or Interest that returns a Ballot that does not affirmatively elect to “opt out” of being a Releasing Party by checking the appropriate box on such Holder’s timely and properly submitted Ballot to indicate that such Holder elects to “opt out” of this Plan’s release provisions; and (c) with respect to each of the foregoing Entities in clause (b), such

Entities’ Related Parties; provided, that any opt-out election made by any party to any of the RSAs (that has not terminated such applicable RSA as to itself and remains a party thereto) in any capacity shall be void ab initio. For the avoidance of doubt, each Holder of a Claim or Interest in a Nonvoting Class shall not be a Releasing Party in its capacity as a Holder of such Claim or Interest.

“Remaining DIP Facility Claims Amount” means the aggregate amount of all Allowed DIP Facility Claims less the Adjusted Exit Financing Cash Amount.

“Reorganized Azul” means Azul as reorganized pursuant to and under this Plan or any successor thereto on and after the Effective Date.

“Reorganized Debtors” means, collectively, each of the Debtors as reorganized pursuant to and under this Plan or any successor thereto on and after the Effective Date.

“Requisite Backstop Commitment Parties” shall have the meaning set forth in the Backstop Commitment Agreement.

“Restructuring Expenses” means the reasonable and documented fees and expenses of the (i) Secured Ad Hoc Group Advisors and (ii) Strategic Partners Advisors, in each case, incurred since the inception of their respective engagements and through the Effective Date related to the Chapter 11 Cases and the implementation of the Restructuring Transactions and not previously paid by, or on behalf of, the Debtors.

“Restructuring Transactions” has the meaning set forth in Section 4.2.

“Retained Causes of Action” means all Estate Causes of Action that are not expressly settled or released under this Plan on or prior to the Effective Date, and which shall include the Causes of Action set forth on the Schedule of Retained Causes of Action.

“Rolled-Up AerCap Secured Claims” means the Claims arising under the AerCap Global Framework Agreement, which have been deemed exchanged for and converted into DIP Facility Claims, in each case pursuant to the Final DIP Order.

“Rolled-Up Convertible Debenture Claims” means all Claims on account of the “Debentures Rolled-Up Obligations” pursuant to, and as defined in, the Final DIP Order.

“RSAs” means, collectively, the AerCap RSA, the Bondholder RSA, and the Strategics RSA.

“Schedule of Assumed Contracts” means the schedule of all Executory Contracts and Unexpired Leases to be assumed by the Debtors, if any, filed by the Debtors with the Plan Supplement, as the same may be amended, supplemented, or otherwise modified from time to time.

“Schedule of Directors and Officers” means the schedule listing the identity of the members of the New Azul Board and New Azul Strategy Committee and the officers of the

Reorganized Debtors filed by the Debtors with the Plan Supplement, as the same may be amended, supplemented, or otherwise modified from time to time.

“Schedule of Rejected Contracts” means the schedule (if any) of Executory Contracts and Unexpired Leases to be rejected by the Debtors, filed by the Debtors with the Plan Supplement, as the same may be amended, supplemented, or otherwise modified from time to time.

“Schedule of Retained Causes of Action” means the schedule of certain Retained Causes of Action filed by the Debtors with the Plan Supplement; provided, that the Reorganized Debtors shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Retained Causes of Action, regardless of whether such Retained Causes of Action are specifically enumerated in the Schedule of Retained Causes of Action, as the same may be amended, supplemented, or otherwise modified from time to time.

“Schedules” means the schedules of assets and liabilities, statements of financial affairs, lists of Holders of Claims and interests and all amendments or supplements thereto filed by the Debtors with the Bankruptcy Court, as the same may be amended, supplemented, or otherwise modified from time to time.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Ad Hoc Group” means the ad hoc group of secured noteholders of DIP Notes, 1L Notes, 2L Notes, and Convertible Debentures identified in the Verified Statement of the Ad Hoc Group of Azul Secured Creditors Pursuant to Fed. R. Bankr. P. 2019 [ECF No. 476], as may be further amended from time to time.

“Secured Ad Hoc Group Advisors” means (i) Cleary Gottlieb Steen & Hamilton LLP, (ii) PJT Partners, LP, (iii) Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados, (iv) Walkers (Cayman) LLP, and (v) any other consultant or professional advisor retained by the Secured Ad Hoc Group in connection with the Restructuring Transactions, with the prior written consent of the Debtors (such consent not to be unreasonably withheld).

“Secured Claim” means any Claim or portion thereof that is (a) reflected in the Schedules or a Proof of Claim as a secured claim and is secured by a Lien on Collateral, to the extent of the value of such Collateral, as determined in accordance with section 506(a) and, if applicable, section 1129(b) of the Bankruptcy Code, or (b) subject to setoff pursuant to section 553 of the Bankruptcy Code, in either case, to the extent of the value of the Creditor’s interest in the Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code.

“Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77a–77aa, together with the rules and regulations promulgated thereunder, as amended from time to time, or any similar federal, state, or local law.

“Security” has the meaning set forth in section 2(a)(1) of the Securities Act.

“Servicer” means an indenture trustee, owner trustee, pass through trustee, subordination agent, agent, servicer, or any other authorized representative of Creditors recognized by the Debtors.

“Significant Shareholders” means David Gary Neeleman, José Mario Caprioli dos Santos, Trip Participações S.A., Trip Investimentos S.A., and Rio Novo Locações Ltda., each solely in its capacity as a holder of Existing Azul Interests and not in any other capacity.

“Solicitation” means the solicitation of votes with respect to this Plan.

“Specified Employment Agreement Term Sheet” means the term sheet setting forth the terms of the Specified Employment Agreements, to be filed with the Plan Supplement.

“Specified Employment Agreements” means those certain employment agreements contemplated in the Specified Employment Agreement Term Sheet.

“Specified Non-U.S. Claim” means (i) any Brazilian Litigation Claim or Brazilian Litigation Fees and Expenses (each as such terms are used in the Lien Claimants Order) or (ii) a Government-Backed Engine Maintenance Claim.

“Strategic Partner Advisors” means, (i) Hughes Hubbard & Reed LLP, (ii) Barclays Capital Inc., (iii) Sidley Austin LLP, (iv) Berardo Lilla Becker Segala E Daniel, (v) ASBZ Advogados, (vi) Freshfields LLP, (vii) Latham & Watkins LLP, (viii) Levy & Salomão Advogados, (ix) BMA Advogados, and (x) any other consultant or professional advisor retained by a Strategic Partner in connection with the Restructuring Transactions, with the prior written consent of the Debtors (such consent not to be unreasonably withheld).

“Strategic Partners” means, collectively, United Airlines, Inc. and American Airlines, Inc. or their respective affiliates.

“Strategics Investment Agreements” means, collectively, the American Investment Agreement and the United Investment Agreement.

“Strategics Investment Amount” means not less than $200,000,000, or a larger amount as otherwise determined under the respective Strategics Investment Agreements; provided, that such amount may be modified with the consent of the respective Strategic Partners in accordance with the terms of the respective Strategic Investment Agreements, and as applicable, shall be subject to the consent of the Requisite Backstop Commitment Parties in accordance with the terms of the Backstop Commitment Agreement.

“Strategics Investment Motion” means that certain Motion of Debtors for Entry of an Order (I) Authorizing and Approving the Debtors’ (A) Entry Into and Performance Under the Strategic Investment Agreements and (B) Incurrence, Payment, and Allowance of Related Investment Agreement Obligations and (II) Granting Related Relief.

“Strategics Investment Order” means that certain Order (I) Authorizing and Approving the Debtors’ (A) Entry Into and Performance Under the Strategic Investment Agreements and

(B) Incurrence, Payment, and Allowance of Related Investment Agreement Obligations and (II) Granting Related Relief.

“Strategics Investment Securities” means the New Equity Interests issued to the Strategic Partners pursuant to the Strategics Investment Agreements.

“Strategics RSA” means that certain Restructuring Support Agreement, dated as of May 27, 2025 and attached to the First Day Declaration as Exhibit 3 to Exhibit A, by and among the Debtors and the Consenting Strategic Partners (as defined therein), including all schedules and exhibits thereto, as it may be amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time in accordance with its terms.

“Stub 2028 Notes” means the 11.930% Senior Secured First Out Notes due 2028, issued under the Stub 2028 Notes Indenture.

“Stub 2028 Notes Collateral Agent” means TMF Brasil Administração e Gestão de Ativos Ltda., in its capacity as Brazilian collateral agent under the Stub 2028 Notes Indenture, and any successor collateral agent appointed pursuant to the terms thereof.

“Stub 2028 Notes Documents” means the documents that govern the Stub 2028 Notes, including the Stub 2028 Notes Indenture, each as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Stub 2028 Notes Indenture” means that certain Indenture dated as of July 20, 2023, as supplemented by the first supplemental indenture dated as of October 31, 2023, the second supplemental indenture dated as of February 8, 2024, the third supplemental indenture dated as of October 30, 2024, the fourth supplemental indenture dated November 27, 2024, and the fifth supplemental indenture dated January 28, 2025, between Azul Secured Finance LLP, as issuer, Azul S.A., as parent guarantor, Azul Linhas Aéreas Brasileiras S.A., Intelazul S.A., ATS Viagens E Turismo LTDA, Azul IP Cayman Holdco Ltd., and Azul IP Cayman LTD, as the guarantors, U.S. Bank Trust Company National Association, as trustee, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian collateral agent, as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Stub 2028 Notes Trustee” means U U.S. Bank Trust Company National Association, in its capacity as trustee under the Stub 2028 Notes Indenture, and any successor trustee appointed pursuant to the terms thereof.

“Stub 2029 Notes” means the 11.500% Senior Secured Second Out Notes due 2029, issued under the Stub 2029/2030 Notes Indenture.

“Stub 2029/2030 Notes Collateral Agent” means TMF Brasil Administração e Gestão de Ativos Ltda., in its capacity as Brazilian collateral agent under the Stub 2029/2030 Notes Indenture, and any successor collateral agent appointed pursuant to the terms thereof.

“Stub 2029/2030 Notes Documents” means the documents that govern the Stub 2029 Notes and the Stub 2030 Notes, including the Stub 2029/2030 Notes Indenture, each as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Stub 2029/2030 Notes Indenture” means that certain Indenture dated as of July 14, 2023, as supplemented by the first supplemental indenture, dated as of July 14, 2023 (in respect of the Stub 2029 Notes), the second supplemental indenture, dated as of July 14, 2023 (in respect of the Stub 2030 Notes), that certain third supplemental indenture, dated as of October 30, 2024, and the fourth supplemental indenture dated January 28, 2025, between Azul Secured Finance LLP, as issuer, Azul S.A., as parent guarantor, Azul Linhas Aéreas Brasileiras S.A., Intelazul S.A., ATS Viagens E Turismo LTDA, Azul IP Cayman Holdco Ltd., and Azul IP Cayman LTD, as the guarantors, U.S. Bank Trust Company National Association and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian collateral agent, as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Stub 2029/2030 Notes Trustee” means U.S. Bank Trust Company National Association, in its capacity as trustee under the Stub 2029/2030 Notes Indenture, and any successor trustee appointed pursuant to the terms thereof.

“Stub 2030 Notes” means the 10.875% Senior Secured Second Out Notes due 2030, issued under the Stub 2029/2030 Notes Indenture.

“Subordinated Claim” means any Claim that is subject to subordination in accordance with sections 510(b)–(c) of the Bankruptcy Code or otherwise.

“Superpriority Notes” means the floating rate superpriority PIK toggle notes due 2030, issued under the Superpriority Notes Indenture.

“Superpriority Notes Collateral Agents” means TMF Brasil Administração e Gestão de Ativos Ltda., in its capacity as Brazilian collateral agent under the Superpriority Notes Indenture, UMB Bank, N.A., in its capacity as U.S. collateral agent under the Superpriority Notes Indenture, and any successor collateral agent appointed pursuant to the terms thereof.

“Superpriority Notes Documents” means the documents that govern the Superpriority Notes, including the Superpriority Notes Indenture, each as may have been further amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Superpriority Notes Indenture” means that certain Indenture dated as of January 28, 2025, by and among Azul Secured Finance LLP, as issuer, Azul S.A., as parent guarantor, the subsidiary guarantors, UMB Bank, N.A., as trustee, U.S. collateral agent, registrar, paying agent and transfer agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian collateral agent, as may have been amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“Superpriority Notes Trustee” means UMB Bank, N.A., in its capacity as trustee under the Superpriority Notes Indenture, and any successor trustee appointed pursuant to the terms thereof.

“Tax Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Transaction Steps” means those certain actions or steps to be taken by the Debtors to implement the Restructuring Transactions, which shall be set forth in a Plan Supplement.

“Treasury Regulations” means the regulations promulgated under the Tax Code by the United States Department of the Treasury.

“Trust Percentage” means a percentage calculated as the aggregate Allowed amount of all Allowed General Unsecured Claims held by those Holders that make the GUC Trust Election divided by the aggregate Allowed amount of all Allowed General Unsecured Claims.

“Trust Relative Portion” means, as to any Allowed General Unsecured Claim held by a Holder that has made the GUC Trust Election, a percentage calculated as the Allowed amount of such General Unsecured Claim divided by the aggregate Allowed amount of all such General Unsecured Claims held by those Holders that have made the GUC Trust Election.

“U.S. Trustee Fees” means fees arising under section 1930(a)(6) of title 28 of the United States Code and, to the extent applicable, accrued interest thereon arising under 31 U.S.C. § 3717.

“Unexpired Lease” means a lease to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

“Unimpaired” refers to any Claim or Interest that is not Impaired.

“United Investment Agreement” means that certain Equity Investment Agreement, by and among Azul, the other Debtors, and United Airlines, Inc. (or its affiliate(s)), including all exhibits, annexes, and schedules thereto, as may be amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time.

“United States Trustee” means the United States Trustee for the Southern District of New York.

“Unliquidated” means, when used in reference to a Claim, any Claim, the amount of liability for which has not been fixed, whether pursuant to agreement, applicable law or otherwise, as of the date on which such Claim is sought to be estimated.

“Unsecured Convenience Class Cash Pool” means $3,000,000 in Cash for purposes of funding distributions to Holders of Allowed Unsecured Convenience Class Claims, as set forth herein.

“Unsecured Convenience Class Claim” means a Claim that would otherwise be a General Unsecured Claim against any of the Debtors that is Allowed in the Convenience Claim Amount or less; provided, however, that a General Unsecured Claim originally Allowed in an amount in excess of the Convenience Claim Amount may not be sub-divided into multiple Claims of the Convenience Claim Amount or less and receive treatment as multiple Unsecured Convenience Class Claims.

“Unsecured Indenture Trustee Expenses” means the reasonable and documented fees and expenses of the 2026 Notes Trustee, Lessor/OEM PIK 2030 Notes Trustee, Lessor/OEM PIK 2032 Notes Trustee, Stub 2028 Notes Trustee, and Stub 2029/2030 Notes Trustee, as well as the professionals retained by, or on behalf of, the 2026 Notes Trustee, Lessor/OEM PIK 2030 Notes Trustee, Lessor/OEM PIK 2032 Notes Trustee, Stub 2028 Notes Trustee, and Stub 2029/2030 Notes Trustee, incurred since the inception of their respective engagements and through the Effective Date related to the Chapter 11 Cases and the implementation of the Restructuring Transactions and not previously paid by, or on behalf of, the Debtors, which amounts shall be paid, as applicable, solely from the GUC Trust Assets in accordance with the terms of this Plan and the GUC Trust Agreement.

“Voting Classes” has the meaning set forth in Section 3.3(a).

“Voting Deadline” means the date established by the Disclosure Statement Approval Order by which the Claims and Solicitation Agent must actually receive an otherwise valid vote on this Plan in order for such vote to count as a vote to accept or reject this Plan.

“Voting Instructions” means the instructions for voting on the Plan contained in the Disclosure Statement Approval Order and the Ballots.

“Voting Record Date” means October 14, 2025.

Section 1.2.Rules of Interpretation

For purposes of this Plan, except as otherwise provided in this Plan: (a) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (b) unless otherwise specified, any reference in this Plan to an existing document, schedule, or exhibit, whether or not filed, having been filed, or to be filed, shall mean such document, schedule, or exhibit, as it may have been or may be amended, modified, or supplemented; (c) unless otherwise specified, any section or exhibit references to an existing document, schedule, or exhibit are deemed to reference the equivalent provisions in any amendment thereto, whether or not such references herein are updated; (d) unless otherwise specified, all references in this Plan to “Articles” and “Sections” are references to Articles and Sections, respectively, hereof or hereto; (e) the words “herein,” “hereof,” and “hereto” refer to this Plan in its entirety rather than to any particular portion of this Plan; (f) any effectuating provisions may be interpreted by the Debtors or the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of this Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; (g) captions

and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of, or to affect the interpretation of, this Plan; (h) any reference to an Entity as a Holder of a Claim or an Interest includes that Entity’s successors and assigns; (i) any reference to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions except as specifically provided herein; (j) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (k) all references to statutes, regulations, orders, rules of courts and the like shall mean as amended from time to time and as applicable to the Chapter 11 Cases; (l) subject to the provisions of any contract, certificate of incorporation, bylaw, instrument, release, or other agreement or document created or entered into in connection with this Plan, the rights and obligations arising pursuant to this Plan shall be governed by, and construed and enforced in accordance with, applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (m) any term used in capitalized form in this Plan that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (n) references to docket numbers of documents filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (o) the terms “include,” “includes,” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words “without limitation”; and (p) except as otherwise provided in this Plan, any reference to an event occurring on a specified date, including on the Effective Date, shall mean that the event will occur on that date or as soon thereafter as reasonably practicable.

Section 1.3.Computation of Time

In computing any period of time prescribed or allowed by this Plan, unless otherwise expressly provided, the provisions of Bankruptcy Rule 9006(a) shall apply. In the event that any payment, distribution, act, or deadline under this Plan is required to be made or performed or occurs on a day that is not a Business Day, then the making of such payment or distribution, the performance of such act or the occurrence of such deadline shall be deemed to be on the next succeeding Business Day, but shall be deemed to have been completed or to have occurred as of the required date.

Section 1.4.References to Monetary Figures

All references in this Plan to monetary figures, “dollars,” or “$” shall refer to the currency of the United States of America, unless otherwise expressly provided. Except as otherwise noted herein, with respect to any Claim filed in the Chapter 11 Cases in a currency other than the currency of the United States of America, the amount of such Claim shall be converted to the currency of the United States of America using an exchange rate as of closing on the Petition Date of 1 USD:5.6936 BRL for purposes of determining the value and percentage of any recovery of Cash or equity distributed under this Plan. Notwithstanding the foregoing, for purposes of determining the total amount in Brazilian Reais of the equity interests to be issued by Reorganized Azul pursuant to the applicable Transaction Steps and Brazilian law, the dollar

amount of the relevant Claims will be converted into Brazilian Reais using the BRL Exchange Rate as of closing on the Brazil Business Day immediately preceding the Effective Date.

Section 1.5.Certain Consent Rights

Notwithstanding anything in this Plan to the contrary, any and all applicable notice, consent and consultation rights of the parties to the RSAs, the DIP Documents, the Strategics Investment Agreements, and the Backstop Commitment Agreement set forth in such RSAs, DIP Documents, Strategics Investment Agreements, and Backstop Commitment Agreement with respect to the form and substance of this Plan, all exhibits to this Plan, the Confirmation Order, and the Plan Supplement, including any amendments, restatements, supplements, or other modifications to such agreements and documents, and any consents, waivers, or other deviations under or from any such documents, and all other Definitive Documents (as defined in such RSAs, DIP Documents, Strategics Investment Agreements, and Backstop Commitment Agreement, as applicable) shall be incorporated herein by this reference (including to the applicable definitions in Section 1.1 hereof), and nothing in this Plan is intended to or shall abrogate such consent or consultation rights or be deemed a waiver as to any such rights.

Section 1.6.Reference to the Debtors or the Reorganized Debtors

Except as otherwise specifically provided herein to the contrary, references in this Plan to the Debtors or the Reorganized Debtors shall mean the Debtors and the Reorganized Debtors, as applicable, to the extent the context requires.

Section 1.7.Exhibits; Schedules; Plan Supplement; Plan Documents; Controlling Document

All exhibits (as amended from time to time following their initial filing with the Bankruptcy Court) to this Plan are incorporated into and are a part of this Plan as if set forth in full herein, and, to the extent not attached hereto, such exhibits shall be filed with the Bankruptcy Court as part of the Plan Supplement. The provisions of this Plan and the Plan Supplement shall be construed in a manner consistent with each other; provided, however, that if there is determined to be any inconsistency between any Plan provision and any provision of the Plan Supplement that cannot be so reconciled, then solely to the extent of such inconsistency, the provisions of the Plan Supplement shall govern (unless stated otherwise in such Plan Supplement document or in the Confirmation Order). Copies of such exhibits, schedules and the Plan Supplement can be obtained by visiting the Debtors’ Case Information Website or the Bankruptcy Court’s website at www.nysb.uscourts.gov. To the extent any exhibit contradicts the non-exhibit portion of this Plan, unless otherwise ordered by the Bankruptcy Court the non-exhibit portion of this Plan shall control. In the event of an inconsistency between this Plan and the Disclosure Statement, the terms of this Plan shall control. In the event of an inconsistency between the Confirmation Order or the BdoB Stipulation and Order, as applicable, on the one hand, and this Plan, on the other hand, the Confirmation Order or BdoB Stipulation and Order, as applicable, shall control.

ARTICLE IIADMINISTRATIVE CLAIMS, DIP FACILITY CLAIMS, PRIORITY CLAIMS, AND RESTRUCTURING EXPENSES

All Claims and Interests (except DIP Facility Claims, Administrative Expense Claims, Professional Fee Claims, U.S. Trustee Fees, and Priority Tax Claims) are placed in the Classes set forth in Article III. In accordance with section 1123(a)(1) of the Bankruptcy Code, DIP Facility Claims, Administrative Expense Claims, Professional Fee Claims, U.S. Trustee Fees, and Priority Tax Claims have not been classified, and the Holders thereof are not entitled to vote on this Plan.

Section 2.1.DIP Facility Claims

(a)The DIP Facility Claims shall be deemed to be Allowed Claims in the full amount outstanding under the DIP Documents as of the Effective Date (including any unpaid accrued interest and unpaid fees, expenses, and other obligations under the DIP Documents as of the Effective Date). In full satisfaction, settlement, discharge, and release of, and in exchange for, the DIP Facility Claims, each Holder of an Allowed DIP Facility Claim shall, except to the extent such Holder agrees, in its discretion, to different treatment, receive its Pro Rata share of:

(i)Cash in an amount equal to the Adjusted Exit Financing Cash Amount, provided, that, for administrative convenience and in accordance with the Backstop Commitment Agreement and the ERO Procedures, as applicable, each Holder of an Allowed DIP Facility Claim that, in its capacity as an ERO Participant, subscribes and/or purchases any portion of the ERO Shares may elect to have Cash that such Holder would be entitled to receive on account of its Allowed DIP Facility Claim pursuant to this clause (i) be used to satisfy all or a portion of its related subscription and/or purchase obligations on a dollar-for-dollar basis (the “ERO Convenience Election”); and

(ii)the Exit Notes (if any) in an amount equal to the Remaining DIP Facility Claims Amount, which refinancing shall be effectuated by means of a cashless settlement whereby each applicable portion of the outstanding principal amount under the DIP Notes, and any unpaid accrued interest and fees thereon shall be converted on a dollar-for-dollar basis into Exit Notes in accordance with the DIP Documents and the Exit Notes Documents.

(b)Except as otherwise expressly provided in the DIP Documents or the DIP Order, upon the indefeasible payment or satisfaction in full of all Allowed DIP Facility Claims as provided for herein, all commitments and obligations under the DIP Facility shall terminate and all Liens and security interests granted to secure the DIP Facility Claims shall be automatically terminated and of no further force and effect, without any further notice to or action, order, or approval of the Bankruptcy Court or any other Entity.

Section 2.2.General Administrative Expense Claims

(a)Time for Filing Administrative Expense Claims. The Holder of an Administrative Expense Claim, other than a Holder of an Other Administrative Expense Claim and a Holder of an Administrative Expense Claim that has been Allowed on or before the Effective Date must file with the Bankruptcy Court and serve on the Debtors, the Claims and Solicitation Agent, and the United States Trustee, proof of such Administrative Expense Claim by the Administrative Expense Bar Date. Such Proof of Claim must include, at a minimum: (i) the name of the applicable Debtor that is purported to be liable for the Administrative Expense

Claim and, if the Administrative Expense Claim is asserted against more than one Debtor, the exact amount asserted to be owed by each such Debtor; (ii) the name of the Holder of the Administrative Expense Claim; (iii) the asserted amount of the Administrative Expense Claim; (iv) the basis of the Administrative Expense Claim; and (v) supporting documentation for the Administrative Expense Claim. FAILURE TO FILE AND SERVE SUCH PROOF OF ADMINISTRATIVE EXPENSE CLAIM TIMELY AND PROPERLY SHALL RESULT IN SUCH CLAIM BEING FOREVER BARRED, DISALLOWED, AND DISCHARGED. IF FOR ANY REASON ANY SUCH ADMINISTRATIVE EXPENSE CLAIM IS INCAPABLE OF BEING FOREVER BARRED, DISALLOWED, AND DISCHARGED, THEN THE HOLDER OF SUCH CLAIM SHALL IN NO EVENT HAVE RECOURSE TO ANY PROPERTY TO BE DISTRIBUTED PURSUANT TO THIS PLAN. A notice setting forth the Administrative Expense Bar Date will be (i) filed on the Bankruptcy Court’s docket and served with the notice of the Effective Date and (ii) posted on the Debtors’ Case Information Website. No other notice of the Administrative Expense Bar Date will be provided.

(b)Treatment of Administrative Expense Claims. Except to the extent that a Holder of an Allowed Administrative Expense Claim and the Debtor against which such Claim is asserted agree to different treatment, or as otherwise set forth in an order of the Bankruptcy Court (including pursuant to the procedures specified therein), as applicable, each Holder of an Allowed Administrative Expense Claim (other than a Holder of an Other Administrative Expense Claim, the treatment of which is set forth elsewhere in this Plan) related to the Chapter 11 Cases will receive in full and final satisfaction of its Allowed Administrative Expense Claim an amount of Cash equal to the amount of such Allowed Administrative Expense Claim in accordance with the following: (1) if an Administrative Expense Claim is Allowed as of the Effective Date, on the Effective Date or as soon as reasonably practicable after the Effective Date (or, if not then due, when such Allowed Administrative Expense Claim is due or as soon as reasonably practicable thereafter); (2) if such Administrative Expense Claim is not Allowed as of the Effective Date, no later than sixty (60) days after the date on which either (i) such Administrative Expense Claim is Allowed pursuant to the Claims Objection Procedures Order or (ii) an order Allowing such Administrative Expense Claim becomes a Final Order, or as soon as reasonably practicable thereafter; (3) if such Allowed Administrative Expense Claim is based on liabilities incurred by the Debtors in the ordinary course of their business after the Petition Date, in accordance with the terms and conditions of the particular transaction or course of business giving rise to such Allowed Administrative Expense Claim without any further action by the Holders of such Allowed Administrative Expense Claim; (4) at such time and upon such terms as may be agreed upon by such Holder and the Debtors or the Reorganized Debtors, as applicable; or (5) at such time and upon such terms as set forth in a Final Order of the Bankruptcy Court. For the avoidance of doubt, no request for payment of an Administrative Expense Claim need be filed with the Bankruptcy Court with respect to an Administrative Expense Claim previously Allowed.

Section 2.3.Professional Fee Claims

(a)Professional Fee Escrow Account. As soon as reasonably practicable after the Confirmation Date, but in no event later than the Effective Date, the Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Escrow Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the Professionals and for no other Entities until all Professional Fee Claims Allowed by the Bankruptcy Court have been irrevocably paid in full to the Professionals pursuant to one or more Final Orders of the Bankruptcy Court. No Liens, Claims or interests shall encumber the Professional Fee Escrow Account or Cash held in the Professional Fee Escrow Account in any way. Such funds shall not be considered property of the Estates, the Debtors, or the Reorganized Debtors. The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such Professionals from the funds held in the Professional Fee Escrow Account as soon

as reasonably practicable after (and no later than ten (10) days after) such Professional Fee Claims are Allowed by an order of the Bankruptcy Court; provided, however, that obligations with respect to Allowed Professional Fee Claims shall not be limited nor be deemed limited to funds held in the Professional Fee Escrow Account, and, to the extent the funds in the Professional Fee Escrow Account are insufficient to pay the full Allowed aggregate amount of the Professional Fee Claims, the Reorganized Debtors shall promptly pay any remaining Allowed amounts from their Cash on hand. When all Professional Fee Claims Allowed by the Bankruptcy Court have been irrevocably paid in full to the Professionals pursuant to one or more Final Orders of the Bankruptcy Court, any remaining funds held in the Professional Fee Escrow Account shall promptly be paid to, and constitute property of, the Reorganized Debtors without any further notice to or action, order, or approval of the Bankruptcy Court or any other Entity.

(b)Professional Fee Escrow Amount. To receive payment for unbilled fees and expenses incurred through and including the Effective Date, each Professional shall estimate its accrued and unpaid Professional Fee Claims (whether billed or unbilled) prior to and as of the Effective Date, and shall deliver such good-faith estimates to the Debtors by no later than five (5) Business Days before the anticipated Effective Date; provided, that such estimate shall not be deemed to limit the Allowed Professional Fee Claims of any Professional. If a Professional does not provide such estimate, the Debtors may estimate the unbilled fees and expenses of such Professional for the purposes of calculating the Professional Fees Escrow Amount. The total amount so estimated shall comprise the Professional Fee Escrow Amount.

(c)Final Fee Applications. All final requests for payment of Professional Fee Claims for services rendered during the period from the Petition Date to and including the Effective Date must be filed with the Bankruptcy Court by the date that is forty-five (45) days after the Effective Date, unless the Reorganized Debtors agree otherwise in writing; provided, that, with respect to any professionals who are engaged by the Debtors after the Confirmation Date and who were not previously retained by order of the Bankruptcy Court pursuant to sections 327 through 331, 503(b), or 1103 of the Bankruptcy Code, the Debtors (i) shall not be subject to sections 327, 328, 330, 331, 503(b), or 1103 of the Bankruptcy Code and (ii) may, in the ordinary course of business and without any further notice to, or action, order, or approval of, the Bankruptcy Court, pay, without further approval, the reasonable and documented fees and expenses of such professionals. Such requests shall be filed with the Bankruptcy Court and served as required by the Case Management Order. The objection deadline relating to the final requests shall be 4:00 p.m. (prevailing Eastern Time) on the date that is twenty-one (21) days after the filing of the applicable final fee application. If no objections are timely filed and properly served in accordance with the Case Management Order with respect to a given request, or all timely objections are subsequently resolved, such Professional shall submit to the Bankruptcy Court for consideration a proposed order (which, for the avoidance of doubt, may be submitted together with other Professionals as a proposed omnibus order) approving the Professional Fee Claim as an Allowed Administrative Expense Claim in the amount requested (or otherwise agreed). The Allowed amounts of any Professional Fee Claims subject to unresolved timely objections shall be determined by the Bankruptcy Court at a hearing to be held no sooner than ten (10) days after the applicable objection deadline. Notwithstanding Section 5.3(a) of this Plan, distributions on account of Allowed Professional Fee Claims shall be made as soon as reasonably practicable after such Claims become Allowed. For the avoidance of doubt, this paragraph shall not affect any professional-service Entity that the Debtors are permitted to pay without seeking authority from the Bankruptcy Court in the ordinary course of the Debtors’ business (and in accordance with any relevant prior order of the Bankruptcy Court), which payments may continue notwithstanding entry of the Confirmation Order and the Effective Date.

(d)Post-Effective Date Fees and Expenses. From and after the Effective Date, the Reorganized Debtors may, in the ordinary course of business and without any further notice to, or action, order, or approval of, the Bankruptcy Court, promptly pay in Cash the reasonable

legal, professional, or other fees and expenses related to implementation and consummation of this Plan incurred by the Reorganized Debtors on and after the Effective Date, including, for the avoidance of doubt, any such fees and expenses in excess of the funds held in the Professional Fee Escrow Account. On the Effective Date, any requirement that Professionals comply with sections 327 through 331 of the Bankruptcy Code or the Ordinary Course Professionals Order in seeking retention or compensation for services rendered after such date shall terminate, and the Reorganized Debtors may employ and pay all Professionals in the ordinary course of business without any further notice to, action by, or order or approval of the Bankruptcy Court or any other party.

Section 2.4.U.S. Trustee Fees

On the Effective Date or as soon thereafter as reasonably practicable, the Reorganized Debtors shall pay all U.S. Trustee Fees that are due and payable on the Effective Date. Following the Effective Date, the Reorganized Debtors shall (a) pay the U.S. Trustee Fees as such fees are assessed and come due for each open Chapter 11 Case for each quarter (including any fraction thereof) and (b) file quarterly reports in a form reasonably acceptable to the United States Trustee. Each Debtor shall remain obligated to pay U.S. Trustee Fees to the United States Trustee and to file quarterly reports until the earliest of that particular Debtor’s case being closed, dismissed, or converted to a case under chapter 7 of the Bankruptcy Code.

Section 2.5.Priority Tax Claims

Except to the extent that (a) a Priority Tax Claim has already been paid during the Chapter 11 Cases or (b) a Holder of an Allowed Priority Tax Claim and the Debtors agree to different treatment, in full and final satisfaction, settlement, discharge, and release of each Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax Claim will receive, at the option of the applicable Reorganized Debtor, in full satisfaction of its Allowed Priority Tax Claim that is due and payable on or before the Effective Date, either (i) Cash equal to the amount of such Allowed Priority Tax Claim on the Effective Date or (ii) treatment otherwise in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code. To the extent any Allowed Priority Tax Claim is not due and owing on the Effective Date, such Claim shall be paid in accordance with the terms of any agreement between the Reorganized Debtors and the Holder of such Claim, as may be due and payable under applicable non-bankruptcy law, including applicable local tax law, or in the ordinary course of business, subject, where applicable, to compliance with any formal procedures required for enrollment in official tax settlement or refinancing programs. The Reorganized Debtors shall have the right to pay any Allowed Priority Tax Claim or any remaining balance of an Allowed Priority Tax Claim (together with accrued but unpaid interest) in full at any time on or after the Effective Date without premium or penalty. In the event an Allowed Priority Tax Claim is Allowed as a Secured Claim, it shall be classified and treated as an Allowed Other Secured Claim.

Section 2.6.Payment of Restructuring Expenses and Indenture Trustee Expenses

The Restructuring Expenses and Indenture Trustee Expenses incurred, or estimated to be incurred, up to and including the Effective Date shall be paid in full in Cash on the Effective Date (to the extent not previously paid during the course of the Chapter 11 Cases) in accordance with, and subject to, the terms set forth herein, without any requirement to file a proof of claim,

motion or fee application with the Bankruptcy Court or for Bankruptcy Court review or approval; provided, that the foregoing shall be subject to the Debtors’ receipt of an invoice with reasonable detail (including, if requested by the Debtors, itemized time detail) from the applicable Entity entitled to such Restructuring Expenses or Indenture Trustee Expenses, as applicable, in accordance with such Entity’s applicable engagement letter. All Restructuring Expenses and Indenture Trustee Expenses to be paid on the Effective Date shall be estimated prior to and as of the Effective Date, and such estimates shall be delivered to the Debtors at least five (5) Business Days before the anticipated Effective Date; provided, however, that such estimates shall not be considered an admission or limitation with respect to such Restructuring Expenses and Indenture Trustee Expenses (it being understood that any difference in (a) estimated Restructuring Expenses and Indenture Trustee Expenses on and including the Effective Date as compared to (b) Restructuring Expenses and Indenture Trustee Expenses actually incurred on and including the Effective Date shall be reconciled following the submission of a final invoice by the relevant Entity within thirty (30) days of the Effective Date). For the avoidance of doubt, the expense reimbursement obligations of the Backstop Commitment Agreement, the RSAs, the Strategics Investment Agreements, and all other Restructuring Transactions shall remain in full force and effect until the payment in full in Cash of all such Restructuring Expenses as provided for in this Plan.

ARTICLE IIICLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

Section 3.1.Classification of Claims and Interests

The Plan groups the Debtors together solely for the purposes of describing treatment hereunder, Confirmation hereof, and making Plan Distributions in accordance herewith in respect of Claims against and Interests in the Debtors under this Plan. Notwithstanding such groupings, this Plan constitutes a separate chapter 11 plan for each Debtor. The Plan is not premised upon, and shall not cause, the substantive consolidation of any of the Debtors. The classification described in this Plan shall not affect any Debtor’s status as a separate legal entity, change the organizational structure of the Debtors’ business enterprise, constitute a change of control of any Debtor for any purpose, cause a merger or consolidation of any legal entities, or cause the transfer of any assets. Except as otherwise provided by or permitted hereunder, all Debtors shall continue to exist as separate legal entities. The votes of each Class shall be tabulated on a Debtor-by-Debtor basis.

Claims and Interests, except for Administrative Expense Claims (including DIP Facility Claims) and Priority Tax Claims, are classified in the Classes set forth in this Article III. A Claim or Interest is placed in a particular Class for all purposes, including voting, confirmation and distributions under this Plan and under sections 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim or Interest is classified in a particular Class for the purpose of receiving distributions pursuant to this Plan only to the extent such Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent any portion of such Claim or Interest qualifies within the description of such other Classes. A Claim or Interest is also classified in a particular Class for the purpose of receiving distributions hereunder only to the extent such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and such Claim or Interest has not been satisfied, released or otherwise settled prior to the Effective Date.

In no event shall any Holder of an Allowed Claim or Allowed Interest be entitled to receive payments under this Plan that, in the aggregate, exceed the Allowed amount of such Holder’s Claim or Interest.

The following table designates the Classes of Claims against and Interests in the Debtors and specifies which Classes are (a) Impaired or Unimpaired under this Plan, (b) entitled to vote to accept or reject this Plan in accordance with section 1126 of the Bankruptcy Code, or (c) presumed to accept or deemed to reject this Plan:

Class	Claims or Interests	Status	Voting Rights
1	Other Secured Claims	Unimpaired or Impaired	Entitled to vote
2	Priority Non-Tax Claims	Unimpaired	Presumed to accept
3	Specified Non-U.S. Claims	Unimpaired	Presumed to accept
4	1L Claims	Impaired	Entitled to vote
5	2L Notes Claims	Impaired	Entitled to vote
6	General Unsecured Claims	Impaired	Entitled to vote
7	Unsecured Convenience Class Claims	Impaired	Entitled to vote
8	Subordinated Claims	Impaired	Deemed to reject
9	Intercompany Claims	Unimpaired or Impaired	Presumed to accept or deemed to reject
10	Intercompany Interests	Unimpaired or Impaired	Presumed to accept or deemed to reject
11	April 2025 Warrants	Impaired	Deemed to reject
12	Existing Azul Interests	Impaired	Deemed to reject

Section 3.2.Treatment of Classes of Claims and Interests

Unless otherwise indicated, the Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such treatment on the Effective Date, or as soon as reasonably practicable thereafter, in full and final satisfaction, compromise, settlement, discharge, and release of such Holder’s Allowed Claim or Allowed Interest (except to the extent (1) an Allowed Claim has been paid or otherwise satisfied or (2) a Holder has agreed to receive less favorable treatment than it would otherwise be entitled to), as specified below:

(a)Class 1 — Other Secured Claims

(i)Classification: Class 1 consists of all Other Secured Claims against any of the Debtors.

(ii)Allowance: (x) Pursuant to the AerCap Settlement Order and AerCap Term Sheet, the Other Secured Claims that are Other AerCap Secured Claims are Allowed in an amount set forth in the AerCap Settlement Order and AerCap Term Sheet and (y) pursuant to the BdoB Stipulation and Order, the Other Secured Claims that are 9th and 10th Debentures Claims are Allowed in the

amounts set forth in the BdoB Stipulation and Order, and in each case, therefore constitute Allowed Other Secured Claims.

(iii)Treatment: Each Holder of an Allowed Other Secured Claim shall receive, at the option of the Debtors, either of the following:

(A)payment in full in Cash, payable on the later of (A) the Effective Date and (B) the date that is thirty (30) Business Days after the date on which such Other Secured Claim becomes an Allowed Other Secured Claim, in each case, or as soon as reasonably practicable thereafter;

(B)Reinstatement or such other treatment rendering its Allowed Other Secured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code;

(C)if such Allowed Other Secured Claim is a 9th and 10th Debentures Claim, such treatment set forth in the BdoB Stipulation and Order; or

(D)any other treatment consistent with the provisions of section 1129 of the Bankruptcy Code, including by providing such Holder with the “indubitable equivalent” of its Allowed Other Secured Claim.

(iv)Impairment and Voting: Class 1 is either Unimpaired or Impaired by this Plan. Each Holder of an Other Secured Claim in Class 1 is entitled to vote to accept or reject this Plan.

(b)Class 2 — Priority Non-Tax Claims

(i)Classification: Class 2 consists of all Priority Non-Tax Claims against any of the Debtors.

(ii)Treatment: Each Holder of an Allowed Priority Non-Tax Claim shall receive, at the option of the Debtors, either of the following:

(A)payment in full in Cash;

(B)Reinstatement or such other treatment rendering its Allowed Priority Non-Tax Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code; or

(C)other treatment in a manner consistent with section 1129(a)(9) of the Bankruptcy Code.

(D)The failure to object to Confirmation by a Holder of an Allowed Priority Non-Tax Claim shall be deemed to be such Holder’s consent to receive treatment for such Claim that is different from that set forth in section 1129(a)(9) of the Bankruptcy Code.

(iii)Impairment and Voting: Class 2 is Unimpaired by this Plan. Each Holder of a Priority Non-Tax Claim in Class 2 is conclusively presumed to have

accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code and, therefore, is not entitled to vote to accept or reject this Plan.

(c)Class 3 — Specified Non-U.S. Claims

(i)Classification: Class 3 consists of all Specified Non-U.S. Claims.

(ii)Treatment: Each Specified Non-U.S. Claim as of the Effective Date shall be Unimpaired and shall survive the Effective Date.3 For the avoidance of doubt, this treatment shall be without prejudice to the rights, claims, and defenses of the Debtors and/or the Reorganized Debtors, as applicable, and the Holders of Specified Non-U.S. Claims under applicable non-bankruptcy law, including Brazilian law.

(iii)Impairment and Voting: Class 3 is Unimpaired under this Plan. Each Holder of a Specified Non-U.S. Claim in Class 3 is conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code and, therefore, is not entitled to vote to accept or reject this Plan.

(d)Class 4 — 1L Claims

(i)Classification: Class 4 consists of all 1L Claims.

(ii)Allowance: The (x) 1L Claims that are Convertible Debenture Claims shall be deemed Allowed in the aggregate principal amount of $193,108,667.19 plus accrued and unpaid interest and all other applicable fees, costs, expenses, and other amounts4 due under the terms of the Convertible Debenture Indenture as of the Petition Date and (y) 1L Claims that are 1L Notes Claims shall be deemed Allowed in the aggregate principal amount of $1,048,839,283 plus accrued and unpaid interest and all other applicable fees, costs, expenses, and other amounts due under the terms of the 1L Notes Indenture as of the Petition Date.

(iii)Treatment: Each Holder of an Allowed 1L Claim shall receive its Pro Rata share of: (1) 97.0% of the Effective Date New Equity Interests (which New Equity Interests shall be subject to dilution by the ERO Shares, the Backstop Payment Securities, any Additional Investment involving the issuance of New Equity Interests (unless such Additional Investment is effectuated as an increase in the ERO Amount), the GUC Warrants (if exercised), the exercise of any statutory preemptive rights in accordance with the Transaction Steps, the ERO Procedures, and Brazilian law, and the MIP Interests) and (2) the 1L Subscription Rights as provided in the ERO Documents. In no event shall any Holder of a 1L Claim (in its capacity as such) be entitled to any recovery on account of any 1L Deficiency Claim.

3 Pursuant to the Lien Claimants Order, the Debtors received authority to settle and/or satisfy Specified Non-U.S. Claims in the ordinary course of business. To the extent not previously satisfied by the Debtors in accordance with the Lien Claimants Order and as otherwise remains a Claim as of the Effective Date, consistent with the Lien Claimants Order, following the Effective Date, Specified Non-U.S. Claims will continue to be addressed by the Reorganized Debtors in the ordinary course of business. Specified Non-U.S. Claims are Unimpaired hereunder, as the rights of Holders of Specified Non-U.S. Claims, the Debtors, and Reorganized Debtors, in each case, with respect to the Specified Non-U.S. Claims, are unaltered under this Plan.

4 Including amounts (if any) resulting from the foreign exchange adjustments set forth in Section 7.29 of the Convertible Debenture Indenture.

(iv)Impairment and Voting: Class 4 is Impaired by this Plan. Each Holder of an 1L Claim in Class 4 is entitled to vote to accept or reject this Plan.

(e)Class 5 — 2L Notes Claims

(i)Classification: Class 5 consists of all 2L Notes Claims.

(ii)Allowance: The (x) 2L Notes Claims that are 2029 Notes Claims shall be deemed Allowed in the aggregate principal amount of $154,709,893 plus accrued and unpaid interest and all other applicable fees, costs, expenses, and other amounts due under the terms of the 2029 Notes Indenture as of the Petition Date and (y) 2L Notes Claims that are 2030 Notes Claims shall be deemed Allowed in the aggregate principal amount of $355,303,342 plus accrued and unpaid interest and all other applicable fees, costs, expenses, and other amounts due under the terms of the 2030 Notes Indenture as of the Petition Date.

(iii)Treatment: Each Holder of an Allowed 2L Notes Claim shall receive its Pro Rata share of: (1) 3.0% of the Effective Date New Equity Interests (which New Equity Interests shall be subject to dilution by the ERO Shares, the Backstop Payment Securities, any Additional Investment involving the issuance of New Equity Interests (unless such Additional Investment is effectuated as an increase in the ERO Amount), the GUC Warrants (if exercised), the exercise of any statutory preemptive rights in accordance with the Transaction Steps, the ERO Procedures, and Brazilian law, and the MIP Interests) and (2) the 2L Subscription Rights as provided in the ERO Documents. In no event shall any Holder of a 2L Notes Claim (in its capacity as such) be entitled to any recovery on account of any 2L Notes Deficiency Claim.

(iv)Impairment and Voting: Class 5 is Impaired by this Plan. Each Holder of a 2L Notes Claim in Class 5 is entitled to vote to accept or reject this Plan.

(f)Class 6 — General Unsecured Claims

(i)Classification: Class 6 consists of all General Unsecured Claims.

(ii)Treatment: Each Holder of an Allowed General Unsecured Claim shall receive either:

(A)if such Holder has (i) elected to receive its Cash-Out Relative Portion of the Cash-Out Pool, or (ii) is subject to the Cash-Out Default, its Cash-Out Relative Portion of the Cash-Out Pool; or

(B)if such Holder has made the GUC Trust Election, its Trust Relative Portion of the GUC Trust Interests;

(iii)provided, that, for the avoidance of doubt, no Holder of an Allowed General Unsecured Claim shall receive both forms of recovery set forth in the foregoing (A) and (B) on account of such Claim; provided, further, that, for the avoidance of doubt, if a Holder holds multiple Allowed General Unsecured Claims, then the Holder shall be permitted to make the GUC Trust Election separately with respect to each particular

Claim; provided, further, that, pursuant to the AerCap Settlement Order and AerCap Term Sheet, AerCap has waived any rights to receive a distribution with respect to: (i) $284,799,546 of the Allowed AerCap Unsecured Claim against ALAB and (ii) the Allowed AerCap Unsecured Claims in their entirety against Azul on account of any guarantee claims; provided, further, that the Holders of any 1L Deficiency Claims or 2L Notes Deficiency Claims (in their capacity as such) shall not receive any portion of the Cash-Out Pool or GUC Trust Interests, nor any recovery from the GUC Trust or the GUC Trust Assets, on account of such 1L Deficiency Claims and 2L Notes Deficiency Claims, respectively. For the avoidance of doubt, if a Holder of an Allowed General Unsecured Claim does not make a valid GUC Trust Election, such Holder shall be subject to the Cash-Out Default.

(iv)Impairment and Voting: Class 6 is Impaired by this Plan. Each Holder of an Allowed General Unsecured Claim in Class 6 is entitled to vote to accept or reject this Plan.

(g)Class 7 — Unsecured Convenience Class Claims

(i)Classification: Class 7 consists of all Unsecured Convenience Class Claims.

(ii)Treatment: Each Holder of an Allowed Unsecured Convenience Class Claim shall receive a Cash payment in an amount equal to its Pro Rata share of the Unsecured Convenience Class Cash Pool.

(iii)Impairment and Voting: Class 7 is Impaired under this Plan. Each Holder of an Allowed Unsecured Convenience Class Claim in Class 7 is entitled to vote to accept or reject this Plan.

(h)Class 8 — Subordinated Claims

(i)Classification: Class 8 consists of all Subordinated Claims, if any.

(ii)Treatment: All Subordinated Claims, if any, shall be discharged, cancelled, released, and extinguished as of the Effective Date, and the Holders of Subordinated Claims shall not receive any distribution or retain any property on account of such Subordinated Claims.

(iii)Impairment and Voting: Class 8 is Impaired under this Plan. Each Holder of a Subordinated Claim in Class 8 is deemed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code and, therefore, is not entitled to vote to accept or reject this Plan.

(i)Class 9 — Intercompany Claims

(i)Classification: Class 9 consists of all Intercompany Claims.

(ii)Treatment: All Allowed Intercompany Claims shall either be, in the discretion of the Debtors, (i) cancelled, released, extinguished, and otherwise eliminated, and Holders of such Intercompany Claims shall not receive any distribution or retain any property on account of such Intercompany Claims or (ii) Reinstated (including, as amended).

(iii)Impairment and Voting: Class 9 is either (i) Unimpaired, in which case the Holders of Allowed Intercompany Claims are conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code, or (ii) Impaired and receiving no Plan Distributions (and retaining no interest in property), in which case the Holders of such Intercompany Claims are deemed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, no Holder of an Intercompany Claim is entitled to vote to accept or reject this Plan.

(j)Class 10 — Intercompany Interests

(i)Classification: Class 10 consists of all Intercompany Interests.

(ii)Treatment: All Allowed Intercompany Interests shall either be, in the discretion of the Debtors, (i) cancelled, released, extinguished, and otherwise eliminated and Holders of such Intercompany Interests shall not receive any distribution or retain any property on account of such Intercompany Interests or (ii) Reinstated.

(iii)Impairment and Voting: Class 10 is either (i) Unimpaired, in which case the Holders of Allowed Intercompany Interests are conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code, or (ii) Impaired and receiving no Plan Distributions (and retaining no interest in property), in which case the Holders of such Intercompany Interests are deemed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, no Holder of an Intercompany Interest is entitled to vote to accept or reject this Plan.

(k)Class 11 — April 2025 Warrants

(i)Classification: Class 11 consists of all April 2025 Warrants.

(ii)Treatment: All April 2025 Warrants shall be discharged, cancelled, released, and extinguished as of the Effective Date, and the Holders of April 2025 Warrants shall not receive any distribution or retain any property on account of such April 2025 Warrants.

(iii)Impairment and Voting: Class 11 is Impaired under this Plan. Each Holder of April 2025 Warrants is deemed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code and, therefore, is not entitled to vote to accept or reject this Plan.

(l)Class 12 — Existing Azul Interests

(i)Classification: Class 12 consists of all Existing Azul Interests.

(ii)Treatment: Existing Azul Interests shall be Reinstated, subject to dilution by the transactions contemplated by this Plan and the Transaction Steps. The Existing Azul Interests have no value, and retained Existing Azul Interests will have de minimis value, if any, following the implementation of this Plan and the Transaction Steps. Notwithstanding anything to the contrary herein, no Holder of an Existing Azul Interest (in its capacity as such) shall be a Releasing Party, Released Party, or Exculpated Party except as expressly provided herein.

(iii)Impairment and Voting: Class 12 is Impaired under this Plan. Each Holder of an Existing Azul Interest in Class 12 is deemed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code and, therefore, is not entitled to vote to accept or reject this Plan.

Section 3.3.Voting Classes; Presumed Acceptance or Rejection by Nonvoting Classes

(a)Voting Classes Under this Plan: Under this Plan, Classes 1,5 4, 5, 6, and 7 (collectively, the “Voting Classes”) are Impaired, and each Holder of a Claim as of the Voting Record Date in such Classes is entitled to vote to accept or reject this Plan, and the votes of such Holders shall be solicited.

(b)Acceptance of this Plan by Impaired Classes of Claims: Pursuant to section 1126(c) of the Bankruptcy Code, and except as otherwise provided in section 1126(e) of the Bankruptcy Code, an Impaired Class of Claims has accepted this Plan if the Holders of at least two-thirds in dollar amount and more than one-half in number of the Allowed Claims in such Class that actually timely voted on this Plan have voted to accept this Plan in compliance with the Disclosure Statement Approval Order.

(c)Presumed Acceptance of this Plan: Under this Plan, (i) Classes 2, and 3 are Unimpaired, (ii) the Holders of Claims in such Classes are conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code, and (iii) such Holders are not entitled to vote to accept or reject this Plan and the votes of such Holders shall not be solicited.

(d)Presumed Rejection of this Plan: Under this Plan, (i) Classes 8, 11, and 12 are Impaired, (ii) the Holders of Claims or Interests in such Classes are deemed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code and shall receive no Plan Distributions on account of their Claims or Interests, and (iii) such Holders are not entitled to vote to accept or reject this Plan and the votes of such Holders shall not be solicited.

(e)Presumed Acceptance or Rejection of this Plan: Under this Plan, Classes 9 and 10 (together with the Classes specified above in Section 3.3(c) and Section 3.3(d), collectively, the “Nonvoting Classes”) are each either (i) Unimpaired, in which case the Holders of such Claims or Interests are conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code or (ii) Impaired and receiving no Plan Distributions (and retaining no interest in property), in which case the Holders of such Claims or Interests are deemed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code. In either (i) or (ii), as

5 Holders of Other Secured Claims may be Impaired under the Plan.

applicable, such Holders are not entitled to vote to accept or reject this Plan and the votes of such Holders shall not be solicited.

(f)Presumed Acceptance by Voting Classes with No Votes: If a Class contains Claims or Interests eligible to vote and no holders of Claims or Interests eligible to vote in such Class vote to accept or reject this Plan in compliance with the Disclosure Statement Approval Order, this Plan shall be presumed accepted by such Class to the fullest extent permitted by law.

Section 3.4.Elimination of Vacant Classes

Any Class of Claims or Interests that does not have a Holder of an Allowed Claim or Allowed Interest, or a Claim or Interest temporarily Allowed by the Bankruptcy Court in an amount greater than zero as of the Voting Deadline, shall be deemed eliminated from this Plan for purposes of voting to accept or reject this Plan and for purposes of determining acceptance or rejection of this Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code.

Section 3.5.Special Provision Governing Unimpaired Claims

Except as otherwise specifically provided in this Plan or by Final Order of the Bankruptcy Court, nothing in this Plan shall be deemed to affect, diminish, or impair the Debtors’ or the Reorganized Debtors’ rights and defenses, both legal and equitable, with respect to any Unimpaired Claim, including legal and equitable defenses to setoffs or recoupment against Unimpaired Claims, and, except as otherwise specifically provided in this Plan or by Final Order of the Bankruptcy Court, nothing herein shall be deemed to constitute a waiver or relinquishment of any Claim, Cause of Action, right of setoff, or other legal or equitable defense that the Debtors had immediately prior to the Petition Date against or with respect to any Claim that is Unimpaired by this Plan. Except as otherwise specifically provided in this Plan, the Debtors and the Reorganized Debtors shall have, retain, reserve, and be entitled to assert all such Claims, Causes of Action, rights of setoff, and other legal or equitable defenses that the Debtors had immediately prior to the Petition Date as if the Chapter 11 Cases had not been commenced, and all of the Debtors’ and Reorganized Debtors’ legal and equitable rights with respect to any Claim that is Unimpaired by this Plan may be asserted after the Confirmation Date and the Effective Date to the same extent as if the Chapter 11 Cases had not been commenced.

Section 3.6.Subordination

The Allowance, classification, and treatment of all Claims and Interests and their respective distributions and treatments under this Plan take into account and conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, whether arising by contract under general principles of equitable subordination, section 510 of the Bankruptcy Code, or otherwise. On the Effective Date, any and all subordination rights or obligations that a Holder of a Claim or Interest may have with respect to any Plan Distributions shall be terminated, and all actions related to the enforcement of such subordination rights shall be enjoined permanently. Accordingly, Plan Distributions to Holders of Allowed Claims shall not be subject to turnover or payment to a beneficiary of such terminated subordination rights, or to levy, garnishment, attachment, or other legal process by a beneficiary of such terminated subordination rights;

provided, that any such subordination rights shall be preserved in the event the Confirmation Order is vacated, the Effective Date does not occur in accordance with the terms hereunder, or this Plan is revoked or withdrawn. Pursuant to section 510 of the Bankruptcy Code, in consultation with the applicable Secured Ad Hoc Group Advisors, the Reorganized Debtors reserve the right to reclassify any Allowed Claim or Allowed Interest in accordance with any contractual, legal, or equitable subordination relating thereto.

Section 3.7.Intercompany Interests

To the extent Reinstated under this Plan, distributions on account of Intercompany Interests are not being received by Holders of Intercompany Interests on account of their Intercompany Interests but for the purposes of administrative convenience, for the ultimate benefit of the Holders of the New Equity Interests, and in exchange for the Debtors’ and Reorganized Debtors’ agreement under this Plan to make certain distributions to the Holders of Allowed Claims. For the avoidance of doubt, to the extent Reinstated pursuant to this Plan, on and after the Effective Date, all Intercompany Interests shall be owned by the same Reorganized Debtor that corresponds with the Debtor that owned such Intercompany Interests prior to the Effective Date (subject to the Restructuring Transactions).

Section 3.8.Third-Party Beneficiaries / Derivative Claimants

Any Claims asserted against the Debtors that are not direct obligations of any of the Debtors but are derivative of other Claims asserted against the Debtors shall not receive any recoveries under this Plan and shall be deemed satisfied by virtue of the treatment of the applicable direct obligation of the Debtors.

Section 3.9.Controversy Concerning Impairment

If a controversy arises as to whether any Claims or Interests, or any Class thereof, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the Confirmation Date.

Section 3.10.Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code

If any Class of Claims is deemed to reject this Plan or is entitled to vote on this Plan and does not vote to accept this Plan, the Debtors may (a) seek confirmation of this Plan under section 1129(b) of the Bankruptcy Code and/or (b) amend or modify this Plan in accordance with the terms hereof and the Bankruptcy Code.

ARTICLE IVIMPLEMENTATION OF THIS PLAN

Section 4.1.Continued Existence and Vesting of Assets

(a)Reorganized Debtors

Except as otherwise provided in this Plan or the Plan Documents, each Debtor shall continue to exist as a respective Reorganized Debtor after the Effective Date as a separate corporate entity, limited liability company, partnership, or other form, as the case may be, with

all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable law of the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective bylaws, limited liability company agreement, operating agreement, limited partnership agreement, or other formation documents in effect on the Effective Date, except to the extent such formation documents are amended pursuant to this Plan or the New Corporate Governance Documents, which amendment shall require no further action or approval (other than any requisite filings required under applicable law).

Except as otherwise provided herein (including in the Transaction Steps), on and after the Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all property of the Estates, wherever located, including all claims, rights, and Causes of Action, shall vest in each respective Reorganized Debtor free and clear of all Claims, Liens, charges, and other encumbrances and interests as set forth in Section 8.3. On and after the Effective Date, the Reorganized Debtors may operate their businesses and may use, acquire, and dispose of property, wherever located, and prosecute, compromise, or settle any Claims (including any Administrative Expense Claims) and Causes of Action without supervision of or approval by the Bankruptcy Court, and free and clear of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, other than restrictions expressly imposed by this Plan, and the Confirmation Order. Such claims and Causes of Action include any of the Debtors’ rights to indemnification from third parties and the Debtors’ rights in respect of any Insurance Policies.

The Plan shall be conclusively deemed to be adequate notice that Liens, Claims, Interests, charges, or other encumbrances are being extinguished. Any Person having a Lien, Claim, Interest, charge, or other encumbrance against any of the property vested in accordance with the foregoing paragraph shall (i) be conclusively deemed to have consented to the transfer, assignment, and vesting of such property to or in the applicable Reorganized Debtor (or, if applicable, any Entities formed pursuant to the Restructuring Transactions) free and clear of all Liens, Claims, Interests, charges, or other encumbrances by failing to object to the confirmation of this Plan and (ii) provide any written consents as required under applicable law to the extent requested by the Debtors or Reorganized Debtors, as applicable.

(b)Transfer of Books and Records; Privilege

On or prior to the Effective Date, all documents, books, and records of the Debtors shall be transferred and assigned to the Reorganized Debtors, and such transfer or assignment shall not result in the destruction or waiver of any attorney-client privilege, work-product protection, joint defense or common interest privilege, or other privilege or protection of immunity (a) held by any or all of the Debtors or their Estates, (b) held by the board of directors (or similar body) or any subcommittee of the board of directors (or similar body) of any of the Debtors, or (c) attaching to any document, communication, or thing (regardless of media); each such privilege shall be transferred to and vest exclusively in the Reorganized Debtors.

On and after the Effective Date, the Reorganized Debtors may maintain documents in accordance with the Debtors’ current document retention policy, as it may be altered, amended, modified, or supplemented by the Reorganized Debtors.

Section 4.2.Restructuring Transactions

Prior to, on, or after the Confirmation Date, subject to and consistent with the terms of this Plan, the Debtors and the Reorganized Debtors, as applicable, shall be authorized to enter into such transactions and take such other actions as may be necessary or appropriate to effect the transactions described in, contemplated by, or necessary to effectuate, this Plan and the RSAs, including the formation (and eventual liquidation) of the Creditors’ Entities and the related consolidation of applicable Claims therein, the equitization of 1L Claims and 2L Notes Claims, the merger of ALAB shares by Azul (if any), the conversion of preferred Existing Azul Interests into common Existing Azul Interests (each as described in the Transaction Steps and ERO Procedures in accordance with the ERO Procedures, and, provided, for the avoidance of doubt, that equitization of 1L Claims and 2L Notes Claims shall not occur prior to the entry of the Confirmation Order), conducting the Equity Rights Offering, effectuation and consummation of the Additional Investment (if any), execution of the GUC Warrant Documents and the issuance of the GUC Warrants, execution of the GUC CVR Documents and the issuance or distribution of the GUC CVR, execution of the GUC Trust Agreement and the conveyance of the GUC Trust Assets to the GUC Trust, distribution of the New Equity Interests, obtaining the Exit Debt Facilities, and all other steps necessary or appropriate to effectuate this Plan pursuant to any corporate governance obligations from any of the Debtors, and which transactions may include one or more mergers, consolidations, dispositions, transfers, assignments, contributions, conversions, liquidations, dissolutions, private placements, public offerings, or other transactions, as may be necessary or appropriate to result in substantially all of the respective assets, properties, rights, liabilities, duties, and obligations of the Debtors vesting in one or more surviving, resulting, or acquiring entities, and the other Transaction Steps (collectively, the “Restructuring Transactions”). Subject to the terms of this Plan, in each case in which the surviving, resulting, or acquiring Entity is a successor to a Debtor, such surviving, resulting, or acquiring Entity shall perform the obligations of such Debtor under this Plan, except as provided in any contract, instrument, or other agreement or document effecting a disposition to such surviving, resulting, or acquiring Entity, which may provide that another Debtor will perform such obligations.

In effecting the Restructuring Transactions, the Debtors and Reorganized Debtors, as applicable, shall implement the Transaction Steps and be permitted to: (i) execute and deliver any appropriate agreements or other documents of merger, consolidation, restructuring, disposition, liquidation, dissolution, or other transaction containing terms consistent with this Plan and that satisfy the requirements of applicable non-bankruptcy law, rule, or regulation; (ii) form new Entities and issue equity interests in such newly formed Entities, execute and deliver appropriate documents in connection therewith containing terms that are consistent with this Plan and that satisfy the requirements of applicable non-bankruptcy law, rule, or regulation; (iii) execute and deliver appropriate instruments of transfer, assignment, assumption or delegation of any asset, property, right, liability, duty, or obligation on terms consistent with this Plan and having such other terms to which the applicable Entities may agree and effectuate such transfers, assignments, assumptions, or delegations, including to any new Entities formed in accordance with the Restructuring Transactions; (iv) file appropriate certificates or articles of merger, consolidation, dissolution, or other documents pursuant to applicable non-bankruptcy law, rule,

or regulation; and (v) take all other actions that the applicable Entities determine to be necessary or appropriate (including, for the avoidance of doubt, actions to implement this Plan and the transactions contemplated hereby in a tax efficient manner), including any filings or recordings, or withdrawing previously made filings or recordings, as may be required by applicable non-bankruptcy law, rule, or regulation. All of the Debtors’ agents and all other Persons authorized to make filings or recordings on the Debtors’ behalf are directed to cooperate with and to take direction from the Debtors and the Reorganized Debtors, as applicable, with respect to the foregoing. To the extent known, the actions or steps to be taken by the Debtors to implement the Restructuring Transactions will be set forth in the Transaction Steps. The Debtors shall be entitled to transfer funds between and among the Debtors and non-Debtor subsidiaries as the Debtors as deemed necessary or appropriate to enable the payments and Plan Distributions required by this Plan. For purposes of consummating the Plan and the Restructuring Transactions, neither the occurrence of the Effective Date, the Restructuring Transactions, nor any of the other transactions contemplated in this Plan (including the Transactions Steps) shall constitute a change of control under any agreement, contract, or document of the Debtors (in each case, subject to the terms of the Exit Debt Documents).

The Confirmation Order shall and shall be deemed to, pursuant to sections 1123 and 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this Plan, including the Restructuring Transactions.

Section 4.3.Sources of Consideration for Plan Distributions

(a)Cash

The Reorganized Debtors shall fund distributions under this Plan required to be paid in Cash, if any, and provide for the conveyance and funding of the GUC Trust Assets, as applicable: (1) with Cash on hand, including Cash from operations, (2) with Cash received under the DIP Facility and refinanced pursuant to the Exit Notes (if any), (3) with any proceeds (if any) arising from the exercise of statutory preemptive rights within the context of the transactions implemented to carry out the equitization of 1L Claims and 2L Notes Claims (as applicable); (4) with any proceeds from the Equity Rights Offering, (5) from the Cash proceeds from the issuance of Other Exit Financing (if any), and (6) from the Cash proceeds of an Additional Investment (if any).

Notwithstanding anything to the contrary in this Plan or the Confirmation Order, the Debtors shall retain such portion of the aggregate proceeds of the Equity Rights Offering and Other Exit Financing (if any) on their balance sheet, for general corporate purposes, as is necessary to ensure that the Effective Date Unrestricted Cash (after, for the avoidance of doubt, giving pro forma effect to the Restructuring Transactions (including, for the avoidance of doubt, the Equity Rights Offering and the Exit Notes or Other Exit Financing, as applicable)) satisfies the Minimum Cash Amount.

The GUC Trust shall fund any distributions, as contemplated by the Plan and the GUC Trust Agreement, solely from the GUC Trust Net Assets. The proceeds (if any) resulting from

the exercise of any statutory preemptive rights in accordance with the Transaction Steps, the ERO Procedures, and Brazilian law shall be distributed to the Holders of Allowed 1L Claims and Allowed 2L Notes Claims, on a 97% and 3% basis, respectively, and on a Pro Rata basis within such foregoing Class recoveries.

(b)Exit Debt Facilities

For the avoidance of doubt, on the Effective Date, the Reorganized Debtors may issue and/or incur either (i) the Exit Notes or (ii) the Other Exit Financing.

(i)Exit Notes

On the Effective Date, the Exit Notes Issuer may issue the Exit Notes in an aggregate principal amount on the terms herein and such other terms set forth in the Exit Notes Documents, which shall be satisfactory to the Supermajority Backstop Commitment Parties in accordance with (and as defined in) the Backstop Commitment Agreement. The initial obligors in respect of the Exit Notes will be the Exit Notes Issuer and the applicable guarantors set forth in the Exit Notes Documents. The Exit Notes shall be secured by a Lien on the terms set forth in the Exit Notes Documents. The Exit Notes, if any, shall refinance applicable DIP Facility Claims in full as set forth in Section 2.1(a)(ii), to the extent such DIP Facility Claims are not satisfied in full in Cash. The Exit Notes Issuer shall pay applicable fees in connection with the Exit Notes as provided in the Exit Notes Documents.

(ii)Other Exit Financing

On the Effective Date, and provided that the Exit Notes are not issued, the Reorganized Debtors may issue or incur, as applicable, the Other Exit Financing (including any Additional Investment (as applicable)) on the terms herein and such other terms set forth in the Other Exit Financing Documents and Additional Investment Documents, as applicable. The initial obligors in respect of the Other Exit Financing and the applicable guarantors will be set forth in the Other Exit Financing Documents. The Other Exit Financing may be secured by a Lien on the terms set forth in the Other Exit Financing Documents. Proceeds of the Other Exit Financing, if any, shall be used to repay and/or satisfy applicable DIP Facility Claims as set forth in Section 2.1(a)(i).

Notwithstanding anything to the contrary herein, the Other Exit Financing and any Additional Investment (as applicable) may be structured as a single tranche or instrument or as multiple tranches or instruments, as loans or as notes, as agreed among the respective parties to the Other Exit Financing Documents and Additional Investment Documents, as applicable.

(iii)Execution of Exit Debt Documents

Except as otherwise noted herein, on the Effective Date, the applicable Reorganized Debtors shall, subject to the consent of the Requisite Backstop Commitment Parties in accordance with the Backstop Commitment Agreement, be authorized to execute, deliver, and enter into the Exit Debt Documents, without further (i) notice to or order of the Bankruptcy Court, (ii) vote, consent, authorization, or approval of any Person or Entity, or (iii) action by any Holder of Claims or Interests.

The entry of the Confirmation Order shall be deemed approval of the Exit Debt Documents (including the transactions contemplated thereby, and all actions taken, to be taken, undertakings to be made, and obligations to be incurred by the applicable Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, and expenses provided for therein and the grant of all guarantees, Liens, and other security interests contemplated thereby) and authorization for the Reorganized Debtors to enter into and execute the Exit Debt Documents and such other documents as the agents and lenders thereunder may reasonably require. The Reorganized Debtors may use the Exit Debt Facilities for any purpose permitted thereunder and hereunder.

The Exit Debt Documents shall constitute legal, valid, binding, and authorized joint and several obligations of the applicable Reorganized Debtors, enforceable in accordance with their respective terms, and such obligations shall not be enjoined or subject to discharge, impairment, release, avoidance, recharacterization, or subordination (including equitable subordination) for any purpose whatsoever under applicable law, this Plan, or the Confirmation Order and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy law. The financial accommodations to be extended pursuant to the Exit Debt Documents shall be deemed reasonable and having been extended in good faith and for legitimate business purposes.

On the Effective Date, to the fullest extent permitted by applicable law, all of the Liens to be granted or continued in accordance with the Exit Debt Documents shall (i) be deemed to be approved; (ii) be legal, binding, and enforceable Liens on the property and assets granted under the Exit Debt Documents in accordance with the terms thereof; (iii) be deemed perfected on the Effective Date or, if necessary, after the fulfillment of any legal formality required by Brazilian law, and have the priorities as set forth in the Exit Debt Documents, subject only to such Liens as may be permitted under such documents; and (iv) not be subject to avoidance, recharacterization, or subordination (including equitable subordination) for any purpose whatsoever and shall not constitute preferential transfers, fraudulent conveyances or other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy law. For the avoidance of doubt, notwithstanding anything to the contrary contained in Section 8.3 or any other provision in this Plan, the Confirmation Order, or any other document entered into in connection with this Plan, including the Exit Debt Documents and any other documents in connection with the Exit Debt Facilities, the 9th Debenture Trustee, and 10th Debenture Trustee shall retain their respective Liens and security interests (including through any “fiduciary assignment” granted under Brazilian law) in any collateral securing the 9th and 10th Debentures Claims, respectively, which liens shall be senior to any Liens on collateral granted in connection with this Plan, including in connection with the Exit Debt Facilities.

The Reorganized Debtors and the other persons granting or granted any Liens and security interests to secure the obligations under the applicable Exit Debt Documents (and their designees, trustees, and agents) under the Exit Debt Documents are hereby authorized to make all filings and recordings and to obtain all governmental approvals and consents to create (or continue) and perfect such Liens under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of this Plan

and the Confirmation Order (it being understood that creation (or continuation) and perfection of the Liens granted under the Exit Debt Documents shall occur automatically (to the fullest extent permitted by applicable law) by virtue of the entry of the Confirmation Order or, if necessary, after the fulfillment of any legal formality required by Brazilian law (subject to the occurrence of the Effective Date), and any such filings, recordings, approvals, and consents shall not be necessary or required), and the Reorganized Debtors and the secured parties (and their designees and agents) under such Exit Debt Documents shall nevertheless cooperate to make all filings and recordings that otherwise would be necessary under applicable law to give effect to such creation (or continuation) and perfection and to give notice of such Liens to third parties, in each case to the extent required under the Exit Debt Documents.

(c)Equity Rights Offering

The Plan provides that the ERO Amount will be raised through the Equity Rights Offering. On the ERO Closing Date, the Debtors shall consummate the Equity Rights Offering, subject to the terms and conditions set forth in the Backstop Commitment Agreement, the other ERO Documents, the Registration and Listing Terms, and this Plan.

Subject to the entry of the Backstop Order and the Confirmation Order, the Backstopped ERO Amount shall be fully backstopped by the Backstop Commitment Parties, and the Backstop Commitment Parties shall be obligated on a several, but not joint and several, basis to subscribe and purchase the Backstop Securities in accordance with and subject to the terms and conditions of the Backstop Commitment Agreement.

Subject to, and in accordance with the Backstop Commitment Agreement and the Backstop Order, as consideration for the Backstop Commitment, on the ERO Closing Date, the Backstop Commitment Parties shall receive (i) the Backstop Payment, which was earned upon execution of the Backstop Commitment Agreement and payable on, and as a condition to, the ERO Closing Date in New Equity Interests, and (ii) the Backstop Extension Fee (if applicable) in New Equity Interests, in each case subject to dilution on account of the MIP Interests. To the extent the Equity Rights Offering does not, for any reason, take place, the Backstop Payment will be payable to the Backstop Commitment Parties in Cash, subject to the terms of the Backstop Commitment Agreement.

For the avoidance of doubt, the ERO Holdback Securities, the Backstop Securities, and the Backstop Payment Securities, as applicable, shall be solely on account of the new money provided through the ERO Holdback and the Backstop Commitments, and not on account of any Holder’s Claims or Interests.

Subject to any and all conditions in the applicable Strategics Investment Agreements, the applicable Strategic Partner shall be obligated to subscribe and purchase the applicable Strategics Investment Securities in accordance with and subject to the terms and conditions of such Strategics Investment Agreements.

Subject to the terms and conditions set forth in the ERO Documents and subject to the reasonable consent of the Requisite Backstop Commitment Parties and the Strategic Partners, a

portion of the ERO may, as required by B3 S.A. – Brasil, Bolsa, Balcão rules, be allocated to non-institutional investors that are not parties to the Backstop Commitment Agreement or to the Strategic Investment Agreements.

(d)Additional Investment

The Debtors may issue, incur, and/or effectuate the Additional Investment (if any) on the terms set forth herein and in the applicable Additional Investment Documents, subject to the consent of the Strategic Partners and the Requisite Backstop Commitment Parties.

The entry of the Confirmation Order shall be deemed approval of the Additional Investment Documents (if any) (including the transactions contemplated thereby, and all actions taken, to be taken, undertakings to be made, and obligations to be incurred by the applicable Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, and expenses provided for therein and the grant of all guarantees, Liens, and other security interests contemplated thereby) and authorization for the Reorganized Debtors to enter into and execute the Additional Investment Documents and such other documents as the relevant parties thereunder may reasonably require. The Reorganized Debtors may use the Additional Investment for any purpose permitted thereunder and hereunder.

The Additional Investment Documents shall constitute legal, valid, binding, and authorized obligations of the applicable Reorganized Debtors, enforceable in accordance with their respective terms, and such obligations shall not be enjoined or subject to discharge, impairment, release, avoidance, recharacterization, or subordination (including equitable subordination) for any purpose whatsoever under applicable law, this Plan, or the Confirmation Order and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy law. The Additional Investment Documents shall be in form and substance acceptable to the Strategic Partners and the Requisite Backstop Commitment Parties. The financial accommodations to be extended pursuant to the Additional Investment Documents shall be deemed reasonable and having been extended in good faith and for legitimate business purposes.

Section 4.4.GUC Trust

(a)General Terms

On or before the Effective Date, the Debtors and the GUC Trustee shall enter into the GUC Trust Agreement and, on the Effective Date, the GUC Trust Assets shall vest or deem to be vested in the GUC Trust irrevocably and automatically without further action by any Person, free and clear of all Claims, Liens, and Interests, and such transfer shall be exempt from any stamp, real estate transfer, mortgage reporting, sales, use, or other similar tax. Under no circumstance shall the Debtors or the Reorganized Debtors or any other party be required to contribute any additional assets to the GUC Trust other than the GUC Trust Assets. After the Effective Date, neither the Debtors, Reorganized Debtors, nor any other party shall have any interest in the GUC Trust Assets except as expressly set forth herein or in the GUC Trust Agreement. For the avoidance of doubt, the Holders of any 1L Deficiency Claims or 2L Notes Deficiency Claims (in

their capacity as such) shall not be GUC Trust Beneficiaries and shall have no interest in the GUC Trust.

The primary purpose of the GUC Trust shall be the liquidation and distribution of the GUC Trust Net Assets in accordance with Treasury Regulation Section 301.7701-4(d), including the resolution of General Unsecured Claims in accordance with this Plan, with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the GUC Trust.

The GUC Trustee shall be the exclusive administrator of the assets of the GUC Trust (including the GUC Trust Assets) for purposes of section 1123(b)(3)(B) of the Bankruptcy Code and Section 6012(b)(4) of the Tax Code with respect to any matters involving Class 6 General Unsecured Claims under the Plan for purposes of carrying out the GUC Trustee’s duties under the GUC Trust Agreement. The GUC Trustee shall act as a fiduciary to the GUC Trust Beneficiaries and shall have sole discretion to manage and seek to monetize the GUC Trust Assets for the benefit of the GUC Trust Beneficiaries in accordance with the terms of the GUC Trust Agreement. Upon the death, resignation, or removal of the GUC Trustee, a successor shall be appointed in accordance with the terms of the GUC Trust Agreement. The GUC Trust Agreement shall provide for the establishment of an oversight board (the “GUC Trust Oversight Board”). The composition, duties, and powers of the GUC Trust Oversight Board shall be set forth in the GUC Trust Agreement.

The GUC Trust shall be governed by the GUC Trust Agreement and administered by the GUC Trustee. The powers, rights, and responsibilities of the GUC Trustee shall be specified in the GUC Trust Agreement and shall include, without limitation, the authority and responsibility to take the actions set forth in this Section 4.4(a). Among other things, the GUC Trustee shall have the sole power and authority to distribute and allocate the GUC Trust Net Assets to the GUC Trust Beneficiaries on account of such beneficiaries’ GUC Trust Interests in accordance with the treatment set forth in the Plan for Class 6. The GUC Trust Agreement may include reasonable and customary provisions that allow for indemnification by the GUC Trust and the GUC Trustee; provided, that, for the avoidance of doubt, any such indemnification shall be by the GUC Trust and the GUC Trustee alone and shall not implicate the Debtors or the Reorganized Debtors in any respect. The GUC Trust may retain and employ professionals, in the GUC Trustee’s sole discretion and without the need for approval of the Bankruptcy Court, to aid the GUC Trust in carrying out its purpose as set forth in this Plan and the GUC Trust Agreement. In the event of a direct conflict between the terms of the Plan and the GUC Trust Agreement, the terms of the GUC Trust Agreement shall govern.

From and after the Effective Date, the GUC Trustee, on behalf of the GUC Trust, shall, in the ordinary course of business and without the need for any approval by the Bankruptcy Court, pay the GUC Trust Fees and Expenses (including, for the avoidance of doubt, any accrued Unsecured Indenture Trustee Expenses) from the GUC Trust Assets. The Debtors, the Reorganized Debtors, and their Affiliates (and anyone acting on their behalf) shall not be responsible for any costs, fees, or expenses of the GUC Trust. The GUC Trustee and the GUC Trust shall be discharged or dissolved, as the case may be, at such time as all distributions

required to be made by the GUC Trustee under the Plan have been made or at such other time determined by the GUC Trustee in accordance with the GUC Trust Agreement.

Upon dissolution of the GUC Trust, any remaining GUC Trust Net Assets shall be distributed to the GUC Trust Beneficiaries in accordance with the Plan and the GUC Trust Agreement, as appropriate; provided, however, that if the GUC Trustee reasonably determines that such remaining GUC Trust Net Assets are insufficient to render a further distribution practicable, the GUC Trustee may apply to the Bankruptcy Court for authority to (i) reserve any amount necessary to dissolve the GUC Trust, (ii) donate any balance to a charitable organization (A) described in Section 501(c)(3) of the Tax Code, (B) exempt from U.S. federal income tax under Section 501(a) of the Tax Code, (C) not a “private foundation” as defined in Section 509(a) of the Tax Code, and (D) that is unrelated to the Debtors, the GUC Trust, and any insider of the GUC Trustee, and (iii) dissolve the GUC Trust.

Any and all GUC Trust Interests will not be registered pursuant to the Securities Act or any applicable state or local securities Law pursuant to section 1145 of the Bankruptcy Code, and will be exempt from the Investment Company Act of 1940, as amended, pursuant to sections 7(a) and 7(b) of that Act and section 1145 of the Bankruptcy Code; provided that, subject to the foregoing, the GUC Trust Interests shall be transferable to the fullest extent permitted by law.

Notwithstanding anything to the contrary herein, in no event shall holders of Allowed General Unsecured Claims recover more than the full amount of their Allowed General Unsecured Claims (inclusive of any interest) from the GUC Trust.

(b)GUC Claims Reconciliation

Solely after Effective Date, the GUC Trustee shall have standing to appear before the Bankruptcy Court with respect to matters arising out of or related to reconciliation, Allowance, and settlement of any General Unsecured Claims that remain Disputed, as well as any objections thereto; provided, that the Reorganized Debtors shall consult with the GUC Trustee with respect to the Allowance of any General Unsecured Claims in excess of $2,000,000. For the avoidance of doubt, the Reorganized Debtors will be free to reconcile, Allow, and settle claims at or below $2,000,000 without oversight by or consultation with the GUC Trustee because the costs of such oversight would outweigh the benefits to all Holders of General Unsecured Claims.

(c)Tax Treatment

In furtherance of this section of the Plan, (i) it is intended that the GUC Trust be classified for U.S. federal income tax purposes as a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d) and guidance promulgated in respect thereof, including Revenue Procedure 94-45, 1994-2 C.B. 684, and, thus, as a “grantor trust” within the meaning of sections 671 through 677 of the Tax Code consistent with the terms of the Plan, and accordingly, all assets held by the GUC Trust are intended to be deemed for U.S. federal income tax purposes to have been distributed by the Debtors or the Reorganized Debtors, as applicable, directly to the Holders of Allowed General Unsecured Claims in respect of such Claims, and then contributed by such Holders of Allowed General Unsecured Claims to the GUC Trust in

exchange for their Pro Rata interests in the GUC Trust; (ii) the primary purpose of the GUC Trust shall be the liquidation and distribution of the GUC Trust Net Assets in accordance with Treasury Regulation section 301.7701-4(d), including the resolution of General Unsecured Claims in accordance with this Plan, with no objective to continue or engage in the conduct of a trade or business; (iii) all parties (including, without limitation, the Debtors, the Reorganized Debtors, the Estates, the GUC Trust Beneficiaries, and the GUC Trustee) shall report consistently with such treatment described in provisos (i) and (ii) of this paragraph; (iv) all parties (including, without limitation, the Debtors, the Estates, the GUC Trust Beneficiaries, and the GUC Trustee) shall report consistently with the valuation of the GUC Trust Assets transferred to the GUC Trust as determined in good faith by the GUC Trustee (or its designee) and prepared pursuant to this Plan for all U.S. federal income tax purposes; (v) the “taxable year” of the GUC Trust shall be the “calendar year” as such terms are defined in section 441 of the Tax Code; (vi) the GUC Trustee shall be responsible for filing all applicable tax returns for the GUC Trust and shall file such tax returns treating the GUC Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a), and shall also file (or cause to be filed) any other statements, returns, or disclosures relating to the GUC Trust that are required by any Government Unit for taxing purposes; and (vii) the GUC Trustee shall annually send to each Holder of an interest in the GUC Trust a separate statement regarding such Holder’s share of items of income, gain, loss, deduction or credit (including receipts and expenditures) of the GUC Trust as relevant for U.S. federal income tax purposes.

Subject to definitive guidance from the IRS or a court of competent jurisdiction to the contrary, the GUC Trustee (i) may elect to treat any GUC Trust Assets allocable to Disputed Claims as a “disputed ownership fund” governed by Treasury Regulations Section 1.468B-9, if applicable, and (ii) to the extent permitted by applicable law, will report consistently for state and local income tax purposes. Accordingly, if a “disputed ownership fund” election is made with respect to any GUC Trust Assets allocable to Disputed Claims, (i) such reserve will be subject to tax annually on a separate entity basis on any net income earned with respect to such portion of the GUC Trust Assets (including any gain recognized upon the disposition of such assets) and (ii) all parties (including, without limitation, the Debtors, the GUC Trust Beneficiaries, and the GUC Trustee) shall report for U.S. federal (and, to the extent applicable state, and local) income tax purposes consistently with the foregoing. The GUC Trustee will be responsible for payment, out of the GUC Trust, of any taxes imposed on the portion of the GUC Trust that is treated as a disputed ownership fund.

Any taxes (including with respect to earned interest, if any) imposed on the GUC Trust, including as a result of an election to be treated as a “disputed ownership fund” shall be paid by the GUC Trustee out of the assets of the GUC Trust (and reductions shall be made to amounts disbursed from the account to account for the need to pay such taxes). The GUC Trustee may request an expedited determination of taxes of the GUC Trust, including any reserve for Disputed Claims, under section 505(b) of the Bankruptcy Code for all tax returns filed for, or on behalf of, the GUC Trust for all taxable periods through the dissolution of the GUC Trust.

The GUC Trust shall continue to have all of the rights and powers granted to the GUC Trust as set forth in this Plan and applicable non-bankruptcy law, and the GUC Trustee shall also have the rights, powers, and obligations set forth in the GUC Trust Agreement.

Section 4.5.GUC Warrants

On or prior to the Effective Date, (i) Reorganized Azul shall issue or cause to be issued the GUC Warrants to the GUC Trust, for the benefit of the GUC Trust Beneficiaries, free and clear of all Liens, Claims, and other Interests, in accordance with the terms of the GUC Warrant Documents, the Plan, and Confirmation Order without further notice to or order of the Bankruptcy Court, act, or action under applicable law, regulation, order, or rule, or vote, consent, authorization, or approval of any Person and (ii) upon exercise of the GUC Warrants, the New Equity Interests shall be issued and distributed free and clear of all Liens, Claims, and other Interests to the applicable holder or holders of the GUC Warrants. The terms of the GUC Warrants shall be as set forth herein and in the GUC Warrant Documents. In the event of an inconsistency between this Plan and the GUC Warrant Documents, the terms and conditions of the GUC Warrant Documents shall govern.

Confirmation of the Plan shall be deemed approval of the GUC Warrant Documents and the GUC Warrants, as applicable, and all transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, and authorization for the Reorganized Debtors to enter into and execute the GUC Warrant Documents as may be required to effectuate the treatment afforded by the GUC Warrants. Unless otherwise provided in the GUC Warrant Documents, on the Effective Date, the GUC Trust, any Holders of the GUC Warrants, and their respective successors and assigns shall be deemed to be parties to the New Corporate Governance Documents, if and as applicable, without the need for execution by any such party. All GUC Warrants issued pursuant to the Plan, and all New Equity Interests issued upon exercise of the GUC Warrants, shall be duly authorized, validly issued, and non-assessable. The GUC Warrants shall be fully transferable to any Backstop Commitment Party, any initial holder of a GUC Trust Interest, and to any affiliates of the foregoing parties. The GUC Warrants shall also be fully transferable to any other party with the written consent of the Reorganized Debtors, which consent shall not be unreasonably withheld.

Section 4.6.GUC CVR

On the Effective Date, (i) Reorganized Azul and the GUC Trust shall enter into the GUC CVR Agreement and (ii) the GUC Trustee, on behalf of the GUC Trust, shall receive the GUC CVR, free and clear of all Liens, Claims, and other Interests, in accordance with the terms of the GUC CVR Documents, the Plan, and Confirmation Order without further notice to or order of the Bankruptcy Court, act, or action under applicable law, regulation, order, or rule, or vote, consent, authorization, or approval of any Person. The terms of the GUC CVR shall be as set forth herein and in the GUC CVR Documents. In the event of an inconsistency between this Plan and the GUC CVR Documents, the terms and conditions of the GUC CVR Documents shall govern.

Amounts under the GUC CVR shall only be payable to the extent, and on the terms and conditions, set forth in the GUC CVR Documents. For the avoidance of doubt, if the terms and conditions set forth in the GUC CVR Documents are not satisfied, then no payment will be owed to the GUC Trust on account of the GUC CVR.

The GUC CVR shall not include any events of default or covenants except for the obligation to make Cash payments to the GUC Trust, if and as applicable, in accordance with the terms set forth in the GUC CVR Agreement, and such other terms and conditions set forth in the GUC CVR Documents. The GUC CVR shall not provide the GUC Trust any rights to vote on any matter at the Reorganized Debtors or otherwise entitle the GUC Trust (or the GUC Trustee, or any GUC Trust Beneficiary) to any dividends with respect to any equity of Reorganized Azul or any Reorganized Debtor.

The GUC CVR shall be non-certificated and non-transferable (unless and to the extent expressly permitted by the terms of the GUC CVR Agreement). The GUC CVR is structured so as to not be considered a security under applicable securities laws and shall not be subject to registration under securities laws or any other applicable law.

Confirmation of the Plan shall be deemed approval of the GUC CVR Documents and the GUC CVR, as applicable, and all transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, and authorization for the Reorganized Debtors to enter into and execute the GUC CVR Documents as may be required to effectuate the treatment afforded by the GUC CVR. The GUC CVR shall be duly authorized, validly issued, and non-assessable.

Section 4.7.Cancellation of Loans, Securities, and Agreements

Except for the Existing Azul Interests, Existing Letters of Credit, the Government-Backed Engine Maintenance Credit Agreement, the 9th Debenture Indenture, the 10th Debenture Indenture, Intercompany Claims, and Intercompany Interests, to the extent each is not modified by this Plan, and except as otherwise provided in this Plan or the Confirmation Order, on the Effective Date or such earlier date as set forth in the Transaction Steps: (i) the DIP Documents, 1L Notes Documents, 2L Notes Documents, Convertible Debenture Documents, 12th Debenture Indenture, Lessor/OEM PIK 2030 Notes Documents, Lessor/OEM PIK 2032 Notes Documents, 2026 Notes Documents, Stub 2028 Notes Documents, Stub 2029/2030 Notes Documents, April 2025 Warrants, and any other certificate, security, share, note, purchase right, option, warrant, agreement, or other instrument or document directly or indirectly evidencing or creating any indebtedness or other obligation of, or ownership interest in, a Debtor (except such certificates, securities, shares, notes, purchase rights, options, warrants, or other instruments or documents that are assumed or evidence a Claim or an Interest that is Reinstated or otherwise retained by the holders thereof pursuant to this Plan), including, for the avoidance of doubt, the Bridge Notes Documents and the Superpriority Notes Documents, shall, to the fullest extent permitted by applicable law, be deemed cancelled, released, surrendered, extinguished, and discharged without any need for further action or approval of the Bankruptcy Court or any holder thereof or any other Person or Entity, and the Reorganized Debtors shall not have any continuing obligations thereunder or in any way related thereto; and (ii) the obligations of the Debtors

pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation, or similar documents governing the shares, certificates, notes, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of, or ownership interest in, the Debtors (except such agreements, certificates, notes, or other instruments that are assumed or evidence a Claim or an Interest that is Reinstated pursuant to this Plan or otherwise retained by the holders thereof pursuant to this Plan) shall be deemed satisfied in full, released, and discharged without any need for further action or approval of the Bankruptcy Court or any holder thereof or any other Person or Entity.

Notwithstanding such cancellation and discharge, the DIP Documents, 1L Notes Documents, 2L Notes Documents, Convertible Debenture Documents, Bridge Notes Documents, Superpriority Notes Documents, Lessor/OEM PIK 2030 Notes Documents, Lessor/OEM PIK 2032 Notes Documents, 2026 Notes Documents, Stub 2028 Notes Documents, and Stub 2029/2030 Notes Documents shall continue in effect solely to the extent necessary to allow (i) the holders of Claims thereunder to receive distributions under this Plan; (ii) the Reorganized Debtors and the applicable Agents/Trustees to take other actions pursuant to this Plan on account of such Claims; (iii) holders of such Claims to retain their respective rights and obligations vis-à-vis other holders of Claims pursuant to such documents; (iv) the applicable Agents/Trustees to enforce their rights and claims under such documents against Persons and Entities other than the Debtors or Reorganized Debtors, including any rights to payment of fees, expenses, and indemnification obligations; (v) the applicable Agents/Trustees to enforce any obligations owed to them under the Plan; (vi) the Agents/Trustees to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other court relating to the such documents; provided, that nothing in this Section 4.7 shall affect the discharge of Claims pursuant to this Plan. The applicable Agents/Trustees shall take all steps and/or execute and/or deliver all instruments or documents, in each case, reasonably requested by the Debtors or Reorganized Debtors, as applicable, to effect the release of the Liens (if any) granted pursuant to the DIP Documents, 1L Notes Documents, 2L Notes Documents, Convertible Debenture Documents, 12th Debenture Documents, Bridge Notes Documents, Superpriority Notes Documents, Lessor/OEM PIK 2030 Notes Documents, Lessor/OEM PIK 2032 Notes Documents, 2026 Notes Documents, Stub 2028 Notes Documents, and Stub 2029/2030 Notes Documents and/or reflect on the public record the consummation of the payoff, releases, and terminations contemplated thereby.

Except for the foregoing, on the Effective Date, the Agents/Trustees shall be automatically and fully discharged and relieved of all further duties and responsibilities related to such documents; provided, that any provisions of such documents that by their terms survive their termination shall survive in accordance with their terms.

On and after the final distribution on account of the 1L Notes Claims, the Convertible Debenture Claims, and 2L Notes Claims, the 1L Notes Documents, the Convertible Debenture Documents, and the 2L Notes Documents, as applicable, shall be deemed to be null, void, and worthless, and DTC shall take down the relevant positions at the request of the applicable Agent/Trustee (and such Agent/Trustee shall make such request at the request of the Debtors or

Reorganized Debtors, as applicable) without any requirement of indemnification or security on the part of the Agent/Trustee, the Debtors, or the Reorganized Debtors (as applicable).

Any provision in any agreement, other certificate, security, share, note, purchase right, option, warrant, or other instrument or document that causes or effectuates, or purports to cause or effectuate, a default, termination, waiver, or other forfeiture of, or by, the Debtors of their interests as a result of the cancellations, terminations, satisfaction, releases, or discharges provided for in this Section 4.7 shall be deemed null and void and shall be of no force and effect.

Upon the payment or other satisfaction of an Allowed Other Secured Claim, the holder of such Allowed Other Secured Claim shall deliver to the Reorganized Debtors any collateral or other property of a Debtor held by such holder, together with any termination statements, instruments of satisfaction, or releases of all security interests that may be reasonably requested by the Reorganized Debtors to terminate any related financing statements, mortgages, mechanics’ or other statutory Liens, lis pendens, or similar interests or documents and take all other steps reasonably requested by the Reorganized Debtors that are necessary to cancel and/or extinguish Liens securing such holder’s Allowed Other Secured Claim.

Section 4.8.Corporate Action

On or before the Effective Date, as applicable, to the fullest extent permitted by applicable law, all actions contemplated under this Plan or the Plan Supplement shall be deemed authorized and approved in all respects, including: (a) adoption or assumption, as applicable, of the agreements with existing management; (b) ratification and/or designation of the New Boards, officers and managers of the Reorganized Debtors; (c) implementation of the Restructuring Transactions (which may be implemented before, on, or after the Effective Date); (d) rejection or assumption, as applicable, of Executory Contracts and Unexpired Leases; (e) the adoption and, if applicable, filing of the New Corporate Governance Documents; (f) the issuance and distribution of the New Equity Interests and the Exit Debt Facilities; (g) Reorganized Azul’s entry into the Registration Rights Agreement(s); (h) the execution of the GUC Warrant Documents and the issuance of the GUC Warrants; (i) the execution of the GUC CVR Documents and the issuance or distribution of the GUC CVR; (j) the execution of the GUC Trust Agreement and the conveyance of the GUC Trust Assets to the GUC Trust; (k) the effectuation of an Additional Investment (if any); and (l) all other acts or actions contemplated, or reasonably necessary or appropriate to promptly consummate the transactions contemplated under this Plan (whether to occur before, on or after the Effective Date).

On or (as applicable) prior to the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable, shall be authorized to issue, execute, and deliver the agreements, documents, securities and instruments contemplated under this Plan (or necessary or desirable to effect the transactions contemplated under this Plan) in the name of and on behalf of the Reorganized Debtors, and any and all other agreements, documents, securities, or instruments related to the foregoing. The authorizations and approvals contemplated by this Article IV shall be effective and shall be replicated, to the extent required, for any corporate authorization or power of attorney required under Brazilian common or commercial law.

Section 4.9.New Corporate Governance Documents

On the Effective Date, the New Corporate Governance Documents of each of the Reorganized Debtors, to the extent applicable, shall be deemed executed and authorized in all respects (including by the holders of New Equity Interests), and shall be in full force and effect.

On or prior to the Effective Date, the applicable Reorganized Debtors shall, if so required under applicable non-bankruptcy law, file their respective New Corporate Governance Documents with the applicable Secretaries of State and/or other applicable persons in their respective states or jurisdictions of organization in accordance with the laws, rules, and regulations of such jurisdictions. Pursuant to (and only to the extent required by) section 1123(a)(6) of the Bankruptcy Code, the New Corporate Governance Documents shall prohibit the issuance of non-voting equity securities. After the Effective Date, the Reorganized Debtors may amend and restate their respective New Corporate Governance Documents and other constituent documents as permitted by (and subject in all cases to) the laws of their respective states or jurisdictions of organization or formation and their respective New Corporate Governance Documents without further order of the Bankruptcy Court.

On or prior to the Eﬀective Date, Reorganized Azul shall enter into and deliver the Registration Rights Agreement(s) to each Backstop Commitment Party and Strategic Partner, in form and substance consistent with the Registration and Listing Terms, which shall become eﬀective and binding in accordance with its terms and conditions upon the parties thereto without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule, or the vote, consent, authorization, or approval of any Entity.

Section 4.10.Directors and Officers

(a)New Azul Board and New Azul Strategy Committee

On the Effective Date, the number of directors on the New Azul Board and members of the New Azul Strategy Committee shall be set forth in the New Corporate Governance Documents or otherwise set forth in the Plan Supplement, in each case in accordance with the terms of the Governance Term Sheet. Pursuant to section 1129(a)(5) of the Bankruptcy Code, to the extent known, the Debtors shall disclose, in the Plan Supplement, the identity and affiliations of the Persons proposed to serve on the New Azul Board and New Azul Strategy Committee. Commencing on the Effective Date, each of the directors on the New Azul Board and members of the New Azul Strategy Committee shall serve pursuant to the terms applicable New Corporate Governance Documents and may be replaced or removed in accordance therewith.

Unless reappointed pursuant to the preceding paragraph, the members of the boards of directors of Azul prior to the Effective Date shall have no continuing obligations to the Company in their capacities as such on or after the Effective Date, and each such member shall be deemed to have resigned or shall otherwise ceased to be a director of Azul on the Effective Date.

(b)Officers of Reorganized Debtors

Except as otherwise provided in the Schedule of Directors and Officers, the officers of the Debtors immediately before the Effective Date shall serve as the initial officers of the respective Reorganized Debtors on and after the Effective Date. After the Effective Date, the selection of officers of the Reorganized Debtors shall be in accordance with the New Corporate Governance Documents.

(c)New Subsidiary Boards

On the Effective Date, the applicable New Subsidiary Boards shall be appointed in accordance with the applicable New Corporate Governance Documents.

Except to the extent that a member of a Debtor’s board of directors or managers, as applicable, continues to serve as a director or manager of the corresponding Reorganized Debtor after the Effective Date, such Persons shall have no continuing obligations to the Reorganized Debtors on or after the Effective Date in their capacities as such, and each such director or manager shall be deemed to have resigned or shall otherwise cease to be a director or manager of the applicable Debtor on the Effective Date. Commencing on the Effective Date, each of the directors or managers, as applicable, of the Reorganized Debtors shall serve pursuant to the terms of the applicable New Corporate Governance Documents and may be replaced or removed in accordance with such documents.

Section 4.11.Effectuating Documents; Further Transactions

On and after the Effective Date, the Reorganized Debtors, and the officers and members of the boards of directors and managers thereof, are authorized to and shall issue, execute, deliver, file, or record such contracts, securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement and further evidence the terms and conditions of this Plan, the Transaction Steps, the Equity Rights Offering, the Exit Debt Facilities, the New Corporate Governance Documents, and the securities issued pursuant to this Plan in the name of and on behalf of the Reorganized Debtors, without the need for any approvals, authorizations, or consents except for those expressly required under this Plan, it being understood that all such actions contemplated hereby shall be consistent in all respects with this Plan.

Section 4.12.Management Incentive Plan

On or, as promptly as reasonably practicable, following the Effective Date, the New Azul Strategy Committee shall adopt the Management Incentive Plan, which will provide for the grants of equity and equity-based awards, including the MIP Interests, to employees, directors, consultants, and other service providers of the Reorganized Debtor(s). The terms and conditions, including with respect to participants, allocation, timing, and the form and structure of the equity or equity-based awards, shall be determined at the discretion of the New Azul Strategy Committee after the Effective Date, subject to the provisions of this Plan.

Section 4.13.Structural Simplification

At any time after the Confirmation Date and as a condition to Effective Date, the Debtors or the Reorganized Debtors, as applicable, subject to the consent of the Secured Ad Hoc Group and the Strategic Partners, shall take any action reasonably designed to simplify the corporate structure of the Debtors or the Reorganized Debtors, as applicable, without the need for (a) a further order of the Bankruptcy Court, (b) any other or further actions to be taken by or on behalf of the Debtors or the Reorganized Debtors, as applicable, or (c) any payments to be made in connection therewith. Such action may include causing any Debtor or any Reorganized Debtor, as applicable, to merge with and into any other Debtor or Reorganized Debtor, as applicable, or causing any Debtor or any Reorganized Debtor, as applicable, to liquidate or dissolve. Each of the Debtors or the Reorganized Debtors, as applicable, may execute and file documents, and take all other actions as each deems appropriate, relating to the allowance of and to effect the prompt corporate restructuring of the Debtors or the Reorganized Debtors, as applicable, as provided herein without the payment of any fee, tax, or charge and without the need for the filing of reports or certificates.

Moreover, on and after the first day following the date of any such action, the applicable Debtor(s) or Reorganized Debtor(s) (a) shall be deemed to have withdrawn business operations from any jurisdiction in which they were previously conducting, or are registered or licensed to conduct, their business operations, and shall not be required to file any document, pay any sum, or take any other action in order to effectuate such withdrawal and (b) shall not be liable in any manner to any taxing or other authority for franchise, business, license, or similar taxes accruing on or after the date of any such action.

Section 4.14.Closing of Chapter 11 Cases

The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Cases, file with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to close the Chapter 11 Cases.

Section 4.15.Challenges

Effective upon entry of the Confirmation Order, all Challenges (as defined in the Final DIP Order) shall be deemed withdrawn, settled, overruled, or otherwise resolved.

Section 4.16.Administrative Consolidation for Distribution Purposes Only

On the Effective Date, and solely for administrative purposes to facilitate distributions from the GUC Trust: (1) all General Unsecured Claims against each of the Debtors shall be deemed merged or treated as liabilities of the GUC Trust to the extent Allowed; (2) all General Unsecured Claim guaranties by a Debtor of the obligations of any other Debtor shall be deemed eliminated and extinguished so that any General Unsecured Claim against any Debtor and any guarantee thereof executed by any Debtor and any joint or several General Unsecured Claim against any of the Debtors shall be deemed to be one obligation of the GUC Trust; (3) each and every General Unsecured Claim filed in any of the Chapter 11 Cases shall be treated as filed against the consolidated Debtors and shall be treated as one General Unsecured Claim against

and obligation of the GUC Trust. For the avoidance of doubt, for purposes of determining the availability of the right of setoff under section 553 of the Bankruptcy Code, the Debtors shall be treated as separate entities so that, subject to the other provisions of section 553 of the Bankruptcy Code, debts due to any of the Debtors may not be set off against the liabilities of any of the other Debtors. Such administrative consolidation is solely for the purpose of facilitating distributions to holders of General Unsecured Claims under this Plan and shall not affect the legal and corporate structures of the Reorganized Debtors. Moreover, such administrative consolidation shall not affect any subordination provisions set forth in any agreement relating to any General Unsecured Claim.

ARTICLE VPROVISIONS GOVERNING DISTRIBUTIONS

Section 5.1.Distribution Agent

Except as otherwise provided in this Plan, the Distribution Agent shall make all distributions required under this Plan, except with respect to a Holder of a Claim or Interest whose distribution is governed by an agreement and is administered by a Servicer, which distributions shall be deposited with the appropriate Servicer for distribution to the Holders of Claims or Interests in accordance with the provisions of this Plan and the terms of the governing agreement. Plan Distributions on account of such Claims or Interests shall be deemed complete upon delivery to the appropriate Servicer; provided, however, that if any such Servicer is unable to make such distributions, the Distribution Agent, with the cooperation of such Servicer, shall make such distributions to the extent reasonably practicable to do so. The DIP Trustee will be considered the Servicer for DIP Facility Claims.

The Reorganized Debtors shall be authorized, without further Bankruptcy Court approval, to reimburse any Servicer for their reasonable and customary servicing fees and expenses incurred in providing post-petition services directly related to Plan Distributions. These reimbursements will be made on terms agreed to with the Reorganized Debtors and will not be deducted from distributions to be made pursuant to this Plan to Holders of Allowed Claims or Interests, as applicable, receiving Plan Distributions from a Servicer. If a Distribution Agent is an independent third party designated to serve in such capacity, the Reorganized Debtors shall be permitted to provide to such Distribution Agent, without further Bankruptcy Court approval, reasonable compensation for distribution services rendered pursuant to this Plan and reimbursement of reasonable, actual, and documented out-of-pocket expenses incurred in providing post-Confirmation services directly related to Plan Distributions.

Section 5.2.Rights and Powers of Distribution Agent

Without further order of the Bankruptcy Court, the Distribution Agent or the GUC Trustee, acting on behalf of the GUC Trust, as applicable, shall be empowered to (a) effect all actions and execute all agreements, instruments and other documents necessary to perform its duties under this Plan, (b) make all distributions contemplated by this Plan, (c) employ professionals and incur reasonable fees and expenses to represent it with respect to its responsibilities (including in respect of tax obligations paid or payable by the Distribution Agent or GUC Trustee, as applicable), and (d) exercise such other powers as may be vested in the

Distribution Agent by order of the Bankruptcy Court, pursuant to this Plan or as deemed by the Distribution Agent or GUC Trustee, as applicable, to be necessary and proper to implement the provisions of this Plan.

The Distribution Agent shall only be required to act and make Plan Distributions in accordance with the terms of this Plan, and shall have no liability for actions taken in accordance with this Plan or in reliance upon information provided to it in accordance with this Plan or obligation or liability for Plan Distributions under this Plan to any party who does not hold an Allowed Claim or an Allowed Interest at the time of such distribution or who does not otherwise comply with the terms of this Plan; provided, however, that the foregoing shall not affect the liability that otherwise would result from any such act or omission to the extent such act or omission is determined by a Final Order to have constituted willful misconduct, gross negligence, intentional fraud or criminal conduct of any such Person. The Distribution Agent shall not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court.

Section 5.3.Timing, Calculation, and Delivery of Plan Distributions

(a)Timing and Calculation of Amounts to Be Distributed

Unless otherwise provided in this Plan or paid pursuant to a Final Order, and subject to any reserves or holdbacks established pursuant to this Plan, and taking into account the matters discussed in Article III and Section 5.4 of this Plan, on the appropriate Distribution Date or as soon as practicable thereafter, Holders of Allowed Claims and Allowed Interests shall receive the distributions provided for Allowed Claims and Allowed Interests in the applicable Classes as of such date. In the event that any payment or act under this Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day or as soon as reasonably practicable thereafter. Specifically with respect to Holders of Allowed General Unsecured Claims who make the GUC Trust Election (but, for the avoidance of doubt, excluding the Holders of any 1L Deficiency Claims or 2L Notes Deficiency Claims (in their capacity as such)), each such Holder shall receive, upon completion of the Claims reconciliation process, its Pro Rata share of the GUC Trust Interests in accordance with Section 3.2(f)(ii) and the GUC Trust Agreement. For the avoidance of doubt, any other distributions on account of General Unsecured Claims (other than General Unsecured Claims that are subject to the Cash-Out Default) shall be governed by the GUC Trust Agreement, and shall be made solely from the GUC Trust Assets.

If and to the extent there are Disputed Claims or Disputed Interests as of the Effective Date, distributions on account of such Disputed Claims or Disputed Interests (which will only be made if and when they become Allowed Claims or Allowed Interests, as applicable) shall be made pursuant to the provisions set forth in this Plan on or as soon as reasonably practicable after the next Distribution Date that is at least twenty (20) days after the Allowance of each such Claim or Interest; provided, however, that distributions on account of the Claims set forth in Article II of this Plan shall be made as set forth therein and Professional Fee Claims shall be made as soon as reasonably practicable after their Allowance. Because of the size and

complexities of the Chapter 11 Cases, the Debtors at the present time cannot accurately predict the timing of the Final Distribution Date.

For all purposes associated with Plan Distributions, all guarantees by any Debtor of the obligations of any other Debtor, as well as any joint and several liability of any Debtor with respect to any other Debtor, shall be deemed eliminated so that any obligation that could otherwise be asserted against more than one Debtor or could be asserted more than once against a single Debtor shall result in a single Plan Distribution. For the avoidance of doubt, Claims held by a single Entity at different Debtors that are not based on guarantees or joint and several liability shall be entitled to the applicable distribution for such Claim at each applicable Debtor. Any such Claims shall be released and discharged pursuant to Article VII and shall be subject to all potential objections, defenses, and counterclaims, and to estimation pursuant to section 502(c) of the Bankruptcy Code.

(b)De Minimis Distributions

Holders of Allowed Claims or Allowed Interests entitled to distributions of $50 or less shall not receive Plan Distributions, and each Claim or Interest to which this limitation applies shall be discharged pursuant to Article VII of this Plan, and its Holder shall be forever barred pursuant to Article VII of this Plan from asserting that Claim or Interest against the Reorganized Debtors or their property. Cash that otherwise would be payable under this Plan to Holders of Allowed Claims or Interests but for this Section 5.3(b) of this Plan shall be available for distributions to Holders of other Allowed Claims or Interests.

(c)Delivery of Plan Distributions – Allowed Claims

Except as otherwise provided in this Plan, Plan Distributions to claims other than with respect to Securities held through DTC and Clearinghouses shall only be made to the record holders of such Allowed Claims or Allowed Interests as of the Distribution Record Date; provided, however, that the Distribution Record Date shall not apply (i) to Securities held through DTC, clearing houses, and other financial market infrastructure companies (“Clearinghouses”) for which a Plan Distribution is made in exchange for such Securities, and (ii) to any securities of the Debtors for which the Plan Distribution is to be made in exchange for such securities.

On the Distribution Record Date, at the close of business for the relevant register, all registers maintained by the Debtors, Distribution Agent, mortgagees, other Servicers, and each of the foregoing’s respective agents, successors, and assigns shall be deemed closed for purposes of determining whether a Holder of such a Claim or Interest is a record holder entitled to Plan Distributions. The Debtors, Reorganized Debtors, Distribution Agent, mortgagees, other Servicers, and all of their respective agents, successors, and assigns shall have no obligation to recognize, for purposes of distributions pursuant to or in any way arising from this Plan (or for any other purpose), any transfer of any Claims or Interests that are transferred after the Distribution Record Date. Instead, they shall be entitled to recognize only those record holders set forth in the registers as of the Distribution Record Date, irrespective of the number of Plan Distributions or the date of such Plan Distributions. Furthermore, if a Claim or Interest other

than one based on a publicly traded equity security, note, bond, or debenture (as set forth in Bankruptcy Rule 3001(e)) is transferred twenty (20) or fewer days before the Distribution Record Date, the Distribution Agent shall make Plan Distributions to the transferee only if the transfer form contains an unconditional and explicit certification and waiver of any objection to the transfer by the transferor. Notwithstanding anything in this Plan to the contrary, in connection with any Plan Distribution to be effected through the facilities of DTC or Clearinghouses (whether by means of book-entry exchange, free delivery, or otherwise), the Debtors or the Reorganized Debtors, as applicable, shall be entitled to recognize and deal for all purposes under the Plan with Holders of Claims or Interests in each Class to the extent consistent with the customary practices of DTC and Clearinghouses used in connection with such Plan Distributions.

With respect to a Plan Distribution to be made with Cash, if any dispute arises as to the identity of a Holder of an Allowed Claim or Allowed Interest that is entitled to receive a Plan Distribution, the Distribution Agent or the Servicer, as applicable, may, in lieu of making such Plan Distribution to such person, make the Plan Distribution into an escrow account until the disposition thereof is determined by Final Order or by written agreement among the interested parties to such dispute.

Subject to Bankruptcy Rule 9010, a Plan Distribution to a Holder of an Allowed Claim may be made by the Distribution Agent, in its sole discretion: (i) to the address set forth on the first page of the Proof of Claim filed by such Holder (or at the last known addresses of such Holder if no Proof of Claim is filed or if the Debtors have been notified in writing of a change of address), (ii) to the address set forth in any written notice of an address change delivered to the Distribution Agent after the date of any related Proof of Claim, (iii) to the address set forth on the Schedules filed with the Bankruptcy Court, if no Proof of Claim has been filed and the Distribution Agent has not received a written notice of an address change, (iv) in the case of a Holder whose Claim is governed by an agreement and administered by a Servicer, to the address contained in the official records of such Servicer, or (v) at the address of any counsel that has appeared in the Chapter 11 Cases on such holder’s behalf.

Notwithstanding the foregoing, this Section 5.3 shall not apply to any Claims Reinstated pursuant to the terms of this Plan.

(i)Delivery of Distributions on DIP Facility Claims, 1L Claims, and 2L Notes Claims

Except as otherwise reasonably requested by the applicable Agent/Trustee, all distributions to holders of DIP Facility Claims, 1L Claims, and 2L Notes Claims shall be deemed completed when made to the applicable Agent/Trustee. The applicable Agent/Trustee shall hold or direct such distributions for the benefit of the holders of DIP Facility Claims, 1L Claims and 2L Notes Claims, respectively. As soon as practicable in accordance with the requirements set forth in this Article V, the applicable Agent/Trustee shall arrange to deliver such distributions to or on behalf of its respective holders, subject to the applicable Agent’s/Trustee’s respective charging lien. If the applicable Agent/Trustee is unable to make, or consents to the Debtors or the Reorganized Debtors, as applicable, making such distributions, the Debtors or the

Reorganized Debtors, as applicable, with the applicable Agent’s/Trustee’s cooperation, shall make such distributions to the extent practicable to do so; provided, that, until such distributions are made, the applicable Agent’s/Trustee’s charging lien shall attach to the property to be distributed in the same manner as if such distributions were made through the applicable Agent/Trustee. The applicable Agent/Trustee shall have no duties or responsibility relating to any form of distribution that is not DTC eligible, and the Debtors or the Reorganized Debtors, as applicable, shall seek the cooperation of DTC so that any distribution on account of an DIP Facility Claim, 1L Claim or 2L Note Claim that is held in the name of, or by a nominee of, DTC shall be made through the facilities of DTC on the Effective Date or as soon as practicable thereafter.

Section 5.4.Manner of Payment under Plan

(a)At the option of the Debtors, any Cash payment to be made hereunder may be made by check, wire transfer, or any other customary payment method. In the case of non-U.S. Creditors, Cash payments may be made in such funds and by such means as are necessary or customary in the applicable jurisdiction.

(b)The Distribution Agent shall make distributions of New Equity Interests, Cash, or other property as required under this Plan on behalf of the applicable Reorganized Debtor. Where the applicable Reorganized Debtor is a subsidiary of Reorganized Azul, Reorganized Azul shall be deemed to have made a direct or indirect capital contribution to the applicable Reorganized Debtor of an amount of New Equity Interests or Cash to be distributed to the Creditors of such Debtor, but only at such time as, and to the extent that, the amounts are actually distributed to Holders of Allowed Claims or Allowed Interests. Any distributions of New Equity Interests or Cash that revert to Reorganized Azul or are otherwise canceled (such as to the extent any distributions have not been claimed within one year or are forfeited pursuant to Section 5.9) shall revest solely in Reorganized Azul, and no other Reorganized Debtor shall have (nor shall it be considered to ever have had) any ownership interest in such amounts.

Section 5.5.Allocation of Plan Distributions between Principal and Interest

To the extent that any Allowed Claim entitled to a distribution under this Plan is based upon any obligation or instrument that is treated for U.S. federal income tax purposes as indebtedness of any Debtor and other amounts (such as accrued but unpaid interest thereon), such distribution shall be allocated first to the principal amount of the Claim (as determined for U.S. federal income tax purposes) and then, to the extent the consideration exceeds the principal amount of the Claim, to such other amounts.

Section 5.6.No Post-petition or Default Interest on Claims

Unless otherwise specifically provided for in the DIP Order, this Plan, or the Confirmation Order or another Final Order of the Bankruptcy Court, or required by the Bankruptcy Code, no Holder of a Claim shall be entitled to (a) interest accruing on or after the Petition Date on any such Claim, or interest at the contract default rate, as applicable, or (b) penalties on any Claim. Any such interest or penalty component of any such Claims, if Allowed, shall be paid only in accordance with section 726(b) of the Bankruptcy Code.

Section 5.7.Fractional New Equity Interests

Notwithstanding any other provision in this Plan to the contrary, no fractional shares of New Equity Interests shall be issued or distributed under this Plan. Whenever any Plan Distribution of a fraction of a New Equity Interest would otherwise be required hereunder, the actual Plan Distribution on the applicable Distribution Date will be rounded to the next higher or lower whole number as follows: (i) fractions less than one-half (½) shall be rounded to the next lower whole number and (ii) fractions equal to or greater than one-half (½) shall be rounded to the next higher whole number. If two or more Holders are entitled to equal fractional entitlements and the number of Holders so entitled exceeds the number of whole shares, as the case may be, which remain to be allocated, the Debtors shall allocate the remaining whole shares to such Holders by random lot or such other impartial method as the Debtors deem fair, in the Debtors’ sole discretion. No consideration will be provided in lieu of fractional shares that are rounded down. Upon the allocation of all of the whole New Equity Interests authorized under this Plan, all remaining fractional portions of the entitlements shall be canceled and shall be of no further force and effect.

Section 5.8.Fractional Dollars

Notwithstanding any other provision of this Plan, Plan Distributions or payments pursuant to this Plan need not be made in fractions of dollars. Whenever any payment of a fraction of a dollar under this Plan would otherwise be called for, the actual payment shall reflect a rounding of such fraction down to the nearest whole dollar.

Section 5.9.Undeliverable Plan Distributions and Unclaimed Property

If any Plan Distribution is returned as undeliverable or is otherwise unclaimed, no further distributions to the applicable Holder of an Allowed Claim or Allowed Interest shall be made unless and until the Distribution Agent or appropriate Servicer is notified in writing of such Holder’s then-current address, at which time the undelivered Plan Distribution shall be made to such Holder without interest or dividends. Undeliverable Plan Distributions shall be returned to the Reorganized Debtors until such Plan Distributions are claimed. Any Holder of an Allowed Claim or Allowed Interest that does not claim an undeliverable or unclaimed Plan Distribution within one hundred eighty (180) days after the date such Plan Distribution was returned undeliverable shall be deemed to have forfeited its Claim or Interest for such undeliverable or unclaimed Plan Distribution and shall be forever barred and enjoined from asserting any such Claim or Interest for an undeliverable or unclaimed Plan Distribution against the Debtors, the Reorganized Debtors, the Distribution Agent, and each of the foregoing’s respective agents, attorneys, representatives, employees or independent contractors, and/or any of its or their property. Such undeliverable or unclaimed Plan Distribution shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code. Nothing contained in this Plan shall require the Reorganized Debtors or the Distribution Agent to attempt to locate any Holder of an Allowed Claim or Allowed Interest. For the avoidance of doubt, treatment of undeliverable distributions on account of General Unsecured Claims shall be governed by the GUC Trust Agreement.

All title to and all beneficial interests in the Cash relating to such undeliverable or unclaimed Plan Distribution, including any dividends or interest attributable thereto, shall automatically revert to the Reorganized Debtors. The reversion of such Cash shall be without need for a further order by the Bankruptcy Court and shall be free of any restrictions thereon notwithstanding any federal or state escheat laws to the contrary.

Any Plan Distribution of New Equity Interests under this Plan on account of an Allowed Claim or Allowed Interest relating to such undeliverable or unclaimed Plan Distribution shall be deemed forfeited and such New Equity Interests shall be canceled notwithstanding any state, federal, foreign or other escheat or similar laws to the contrary without need for a further order by the Bankruptcy Court, and the entitlement by the Holder of such unclaimed Allowed Claim to such Plan Distribution or any subsequent Plan Distribution on account of such Allowed Claim shall be extinguished and forever barred.

Section 5.10.Claims Paid or Payable by Third Parties

(a)Claims Paid by Third Parties

The Debtors or the Reorganized Debtors, as applicable, shall reduce a Claim, and such Claim shall be Disallowed (or, partially Disallowed, to the extent such non-Debtor’s payment does not fully satisfy the Claim) without a Claims objection having to be filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the Holder of such Claim receives payment on account of such Claim from a party that is not a Debtor or Reorganized Debtor.

To the extent a Holder of a Claim receives a distribution on account of a Claim and also receives payment (before or after the Effective Date) from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder shall, within fourteen (14) days of receipt thereof, repay, and/or return the distribution to the Debtors or Reorganized Debtors (as applicable), to the extent such Holder’s total recovery on account of such Claim from the third party and under this Plan exceeds the amount of the Claim as of the date of any such distribution under this Plan.

The failure of such Holder to timely repay or return such distribution shall result in the Holder owing the Reorganized Debtors annualized interest at the Federal Judgment Rate on such amount owed for each Business Day after the fourteen (14)-day grace period specified above until the amount is repaid.

(b)Claims Payable by Third Parties

To the extent that one or more of the Debtors’ Insurers satisfies any Claim in full or in part (if and to the extent adjudicated by a court of competent jurisdiction or otherwise settled consistent with the applicable Insurance Policies), then immediately upon such satisfaction, such Claim may be expunged (to the extent of any such satisfaction) on the Claims Register without a claims objection having to be filed and without any further notice to or action, order, or approval of the Bankruptcy Court or the Holder of such Claim, as applicable. Nothing contained herein shall constitute or be deemed a waiver of any Cause of Action that a Debtor or any Entity may

hold against any other non-Debtor Entity (including Insurers) under any Insurance Policy, nor shall anything contained herein constitute or be deemed a waiver by such Insurers of any defenses, including coverage defenses, held by such Insurers under any such Insurance Policy.

Section 5.11.Setoffs and Recoupments

The Debtors and Reorganized Debtors may, but shall not be required to, set off or recoup against any Claim and any distribution to be made on account of such Claim, any and all claims, rights and Causes of Action of any nature whatsoever (to the extent permitted by applicable law) that the Debtors may have against the Holder of such Claim pursuant to the Bankruptcy Code or applicable non-bankruptcy law; provided, however, that neither the failure to effect such a setoff or recoupment nor the allowance of any Claim hereunder shall constitute a waiver, abandonment or release by the Debtors or the Reorganized Debtors of any such claims, rights, and Causes of Action that the Debtors or the Reorganized Debtors may have against the Holder of such Claim.

Section 5.12.Compliance Matters

(a)Withholding Rights

In connection with this Plan, to the extent applicable, the Reorganized Debtors, the Distribution Agent and the GUC Trustee shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit or applicable law, and all Allowed Claims and Plan Distributions, payments and distributions by the GUC Trust to the GUC Trust Beneficiaries, and any amounts received by, collections of, or earnings of the GUC Trust and any proceeds from the GUC Trust Assets shall be subject to such withholding and reporting requirements. Notwithstanding any provision in this Plan to the contrary, the Reorganized Debtors, the Distribution Agent and the GUC Trustee shall be authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements, including liquidating a portion of the distribution to be made under this Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions, or establishing any other mechanisms they believe are reasonable and appropriate. All Holders of Claims or Interests shall be required to provide an IRS Form W-9 or an appropriate IRS Form W-8 and any other IRS Form and any other information necessary to allow the Reorganized Debtors, Distribution Agent and the GUC Trustee to comply with all withholding, payment, and reporting requirements with respect to such taxes. The Reorganized Debtors, the Distribution Agent and the GUC Trustee reserve the right to withhold the full amount required by law on any distribution on account of any Holder of an Allowed Claim or an Allowed Interest that fails to timely provide to the Reorganized Debtors and the Distribution Agent the required information. The Reorganized Debtors, any Distribution Agent, and the GUC Trustee each reserve the right to allocate and distribute all Plan Distributions in compliance with all applicable wage garnishments, alimony, child support and other spousal awards, Liens, and encumbrances. For the avoidance of doubt, any amounts deducted, withheld, or reallocated pursuant to this Section 5.12 shall be treated as if distributed to the Holder of the Allowed Claim or Allowed Interest.

Any person entitled to receive any property as an issuance or distribution under this Plan shall, upon request, deliver to the applicable Distribution Agent an appropriate IRS Form W-9 or (if the payee is a foreign Person) IRS Form W-8.

(b)Obligation

Notwithstanding the above, each Holder of an Allowed Claim or Allowed Interest that is to receive a Plan Distribution shall have the sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed on such Holder by any Governmental Unit, including income, withholding and other tax obligations, on account of such Plan Distribution.

(c)Antitrust

The Debtors, Reorganized Debtors, and the Distribution Agent are authorized to take all actions necessary or appropriate to ensure that any distribution under this Plan complies with, and would not violate, any relevant and applicable antitrust laws. In order to comply with applicable law, the Debtors, the Reorganized Debtors, and the Distribution Agent may, prior to making any distribution of New Equity Interests under this Plan or the Equity Rights Offering to any Holder of Allowed Claims or Interests, require that such Holder provide the Debtors, Reorganized Debtors, or Distribution Agent, as applicable, with additional disclosures reasonably necessary for the Debtors or Reorganized Debtors, as applicable, to comply with applicable law. Failure to provide any such requested information may result in the holdback of any distribution pending receipt of such information. To the extent that failure to disclose any required information, including failure to make any required representation as set forth in the Transaction Steps, results in violation of any applicable law, such Holder may have their distribution forfeited or, if the claimant has already received a distribution, be held directly liable for violation of such laws as well as be held liable for any damages incurred by the Reorganized Debtors, including any fines and/or penalties imposed on the Reorganized Debtors.

ARTICLE VIDISPUTED CLAIMS OR INTERESTS

This Article VI shall not apply to DIP Facility Claims, Other AerCap Secured Claims, Allowed AerCap Unsecured Claims, 1L Claims, 2L Notes Claims, and 9th and 10th Debentures Claims, which Claims were previously Allowed by Final Order of the Bankruptcy Court and/or shall be Allowed in accordance with this Plan and are not subject to any avoidance, reductions, setoff, offset, recharacterization, subordination (whether equitable, contractual, or otherwise), counterclaims, crossclaims, defenses, disallowance, impairment, objection, or any other challenges under any applicable law or regulation by any Entity. This Article VI shall also not apply to Professional Fee Claims, objections to which shall be governed by the provisions of this Plan, the Bankruptcy Rules, the Local Rules, and/or an order of the Bankruptcy Court.

Section 6.1.Objections to Claims or Interests

(a)After the Effective Date, except as otherwise provided in this Plan, and subject to the rights of the GUC Trustee set forth in Section 4.4 of this Plan, objections to Claims or Interests may be interposed and prosecuted only by the Reorganized Debtors or the GUC Trustee; provided, however, that the Reorganized Debtors or the GUC Trustee shall not be

entitled to object to any Claim or Interest that has been expressly Allowed by Final Order or under this Plan. Except as otherwise provided in Article II of this Plan with respect to Administrative Expense Claims, any objections to Claims or Interests shall be served on the respective Holders of such Claims or Interests and filed with the Bankruptcy Court (a) on or before one-hundred eighty (180) days following the later of (i) the Effective Date and (ii) the date that a Proof of Claim is filed or amended or a Claim or Interest is otherwise asserted or amended in writing by or on behalf of a Holder of such Claim or Interest or (b) on such later date as may be fixed by the Bankruptcy Court (which, for the avoidance of doubt, may be extended one or more times by the Bankruptcy Court). For the avoidance of doubt, except as otherwise provided in this Plan, from and after the Effective Date, each Reorganized Debtor shall have and retain any and all rights and defenses such Debtor had immediately prior to the Effective Date with respect to any Disputed Claim or Interest.

(b)Unless otherwise consented to by the Debtors, any Claims filed after the applicable Bar Date and for which no Final Order has been entered by the Bankruptcy Court determining that such Claims were timely filed shall be disallowed and expunged without any further action required by the Debtors, the Reorganized Debtors or the Bankruptcy Court. Any distribution on account of such Claims shall be limited to the amount, if any, listed in the applicable Schedules as undisputed, noncontingent, and liquidated. The Debtors or the Reorganized Debtors have no obligation to review or respond to any Claim filed after the applicable Bar Date unless: (y) the filer has obtained an order from the Bankruptcy Court authorizing it to file such Claim after the Bar Date; or (z) the Debtors have consented in writing to the filing of such Claim.

(c)Objections to Claims or Interests that are filed before, on, or after the Effective Date shall be filed, served, and administered in accordance with the Claims Objection Procedures Order, which shall remain in full force and effect, or otherwise as permitted under the Bankruptcy Code, the Bankruptcy Rules, or as ordered by the Bankruptcy Court; provided, however, that, on and after the Effective Date, filings and notices need only be served on the relevant claimants and otherwise as required by the Case Management Order.

(d)Any Claim or Interest that (i) is duplicative or redundant with another Claim against the same Debtor or another Debtor, (ii) has been partially or fully paid or satisfied, (iii) has been amended or superseded, cancelled, withdrawn, or otherwise expunged (including pursuant to this Plan), or (iv) has been asserted against the incorrect Debtor, may be adjusted (including, for the purposes of the foregoing clause (iv), by modifying such Claim to be a Claim against the correct Debtor) or expunged, as applicable (including on Claims Register), by the Claims and Solicitation Agent, at the direction of the Debtors or Reorganized Debtors, without a Claims objection having to be filed and without any order or approval of the Bankruptcy Court; provided, however, that the Debtors or Reorganized Debtors shall provide a Holder of a Claim or Interest with fourteen (14) days’ prior written notice of the Holder’s Claim or Interest being adjusted or expunged pursuant to this Section 6.1(d). The notice shall specify the basis on which the Debtors or Reorganized Debtors propose to adjust or expunge the Claim or Interest. In the event that, within fourteen (14) days of receiving such notice, a Holder disputes, in writing, the adjustment or expungement of its Claim or Interest, the Holder and the Debtors shall work to consensually resolve the dispute. If such dispute is not timely resolved, either party may submit the dispute to the Bankruptcy Court for adjudication. If a Holder does not provide written dispute within fourteen (14) days of receiving such notice, the Debtors or Reorganized Debtors shall be authorized to adjust, modify or expunge, as applicable any such Claim or Interest pursuant to this Section 6.1(d). With respect to any Claim filed in the Chapter 11 Cases in a currency other than the currency of the United States of America, the amount of such Claim shall be converted by the Claims and Solicitation Agent (including on the Claims Register), at the direction of the Debtors or Reorganized Debtors, to the currency of the United States of America using an exchange rate as of closing on the Petition Date of 1 USD:5.6936 BRL.

Section 6.2.Resolution of Disputed Claims or Interests

Except as otherwise expressly provided in this Plan, and subject to the rights of the GUC Trustee set forth in Section 4.4 of this Plan, and notwithstanding any requirements that may be imposed pursuant to Bankruptcy Rule 9019, after the Effective Date, the Reorganized Debtors shall have the authority (i) to file, withdraw, or litigate to judgment objections to Claims or Interests; (ii) to settle or compromise any Disputed Claim without any further notice to, or action, order, or approval of, the Bankruptcy Court; and (iii) direct the Claims and Solicitation Agent to administer and adjust the Claims Register to reflect any such settlements or compromises, without any further notice to, or action, order, or approval of, the Bankruptcy Court. For the avoidance of doubt, except as otherwise provided herein or by an order of the Bankruptcy Court, from and after the Effective Date, the Reorganized Debtors shall have and retain any and all rights and defenses the Debtors had immediately prior to the Effective Date with respect to any Disputed Claim, including the Retained Causes of Action.

Section 6.3.Estimation of Claims

The Debtors (before the Effective Date) or the Reorganized Debtors (on or after the Effective Date) may (but are not required to) determine, resolve, and otherwise adjudicate Contingent Claims, Unliquidated Claims and Disputed Claims in the Bankruptcy Court or such other court of the Debtors’ choice having jurisdiction over the validity, nature, or amount thereof. The Debtors (before the Effective Date) or the Reorganized Debtors (on or after the Effective Date), may at any time request that the Bankruptcy Court estimate any Contingent Claim, Unliquidated Claim or Disputed Claim pursuant to section 502(c) of the Bankruptcy Code for any reason or purpose, regardless of whether an objection was previously filed with the Bankruptcy Court with respect to such Claim, or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to any such Claim, including, without limitation, during the pendency of any appeal relating to any such objection. Notwithstanding any provision to the contrary in this Plan, a Claim that has been expunged from the Claims Register, but either is subject to appeal or has not become a Final Order, shall be deemed to be estimated at zero dollars unless otherwise ordered by the Bankruptcy Court. In the event that the Bankruptcy Court estimates any Contingent Claim, Unliquidated Claim or Disputed Claim, such estimated amount shall constitute either the Allowed amount of such Claim, the amount used to determine the Disputed Claims Cap or a maximum limitation on such Claim, as determined by the Bankruptcy Court. If such estimated amount constitutes a maximum limitation on such Claim, the Debtors (before the Effective Date) or Reorganized Debtors (on or after the Effective Date), may elect to pursue any supplemental proceeding to object to any ultimate distribution on account of such Claim.

Each of the foregoing Claims and objection, estimation, and resolution procedures are cumulative and not exclusive of one another. Claims may be estimated and subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the Bankruptcy Court. Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any Holder of a Claim that has been estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such Claim unless the Holder of such Claim has filed a motion

requesting the right to seek such reconsideration on or before twenty (20) days after the date such Claim is estimated by the Bankruptcy Court.

Section 6.4.Payments and Distributions with Respect to Disputed Claims or Interests

(a)No Distributions Pending Allowance

Notwithstanding any other provision hereof, no payments or Plan Distributions shall be made (1) for a Disputed Claim, unless and until all objections to such Disputed Claim have been settled or withdrawn or have been determined by a Final Order and the Disputed Claim has become an Allowed Claim, (2) to a specific Holder of an Allowed Claim, if such Holder is also the Holder of a Disputed Claim, unless and until all objections to such Disputed Claim(s) have been settled or withdrawn or have been determined by a Final Order and each Disputed Claim has become an Allowed Claim, or (3) to a specific Holder of an Allowed Claim, if such Holder is or may be liable to the Debtors on account of a Cause of Action, unless and until such Cause of Action (to the extent applicable and without prejudice to the rights of any Holder of an Allowed Administrative Expense Claim to argue that section 502(d) of the Bankruptcy Code is inapplicable to its Administrative Expense Claim) has been settled or withdrawn or has been determined by Final Order of the Bankruptcy Court or such other court having jurisdiction over the matter; provided, that if only a portion of an Allowed Claim is Disputed, such Claim shall be deemed Allowed in the amount not Disputed and payment or distribution shall be made on account of such undisputed amount. Following any such settlement or determination in clause (3) of the preceding sentence where the Holder of a Claim is liable to the Debtors on account of any Cause of Action, any such payment or Plan Distribution to such Holder may be offset against the liability such Holder has to the Debtors.

(b)No Post-petition Interest or Penalties on Disputed Claims

Interest and penalties shall not accrue or be paid upon any Disputed Claim with respect to the period from the Effective Date to the date a Plan Distribution is made thereon, if and when such Disputed Claim becomes an Allowed Claim.

(c)Disputed Claims Process

On the Initial Distribution Date, the Reorganized Debtors shall make the Plan Distributions on account of the Allowed portion of a Claim (if any) that is a Disputed Claim. The Reorganized Debtors shall determine the maximum amount of GUC Trust Interests, New Equity Interests, and Cash, as applicable, to be distributed to the Holders of the Disputed Claims based on the Disputed amounts of Disputed Claims and as provided for in this Plan (the “Disputed Claims Cap”). As Disputed Claims are resolved by a Final Order or agreed to by settlement in accordance with Section 6.2 hereof, the Reorganized Debtors or the GUC Trustee, as applicable, shall distribute (i) the GUC Trust Interests, Cash and New Equity Interests, as applicable, that would have been received on the Initial Distribution Date by Holders of Disputed Claims if such Disputed Claims were Allowed under this Plan (the “Disputed Claim Plan Recovery”) or (ii) if so determined by the Reorganized Debtors, other than with respect to an Allowed General Unsecured Claim entitled to receive GUC Trust Interests (unless otherwise

agreed to by the holder of such Claim), Cash in a value equal to the Disputed Claim Plan Recovery; in each case net of any expenses, including any taxes relating thereto or reserves for estimates thereof, as determined by the Debtors in their sole discretion. Such amounts will be distributable on account of such Claims or Interests, solely to the extent such amounts do not exceed the Disputed Claims Cap. The Reorganized Debtors and the GUC Trustee shall have no liability for any taxes imposed in respect of the Disputed Claims Process in the event that the Disputed Claims Process is treated as a “disputed ownership fund” for U.S. tax purposes. No interest or dividends (or any similar distributions in respect of the New Equity Interests) will be paid with respect to any Disputed Claim that becomes an Allowed Claim after the Effective Date.

(d)Distributions after Allowance

To the extent that a Disputed Claim or Interest becomes an Allowed Claim or Interest after the Effective Date, the Distribution Agent will, subject to the Disputed Claims Cap, distribute to the Holder thereof the distribution, if any, to which such Holder is entitled under this Plan in accordance with Section 5.3(a) of this Plan.

Section 6.5.No Amendments to Claims

A Claim may be amended prior to the Confirmation Date only as agreed upon by the Debtors and the Holder of such Claim or as otherwise permitted by the Bankruptcy Court, the Bankruptcy Rules, the Claims Objection Procedures Order, or applicable non-bankruptcy law. On or after the Confirmation Date, the Holder of a Claim (other than a Professional Fee Claim) must obtain prior authorization from the Bankruptcy Court or the Debtors to file or amend a Claim. Any new or amended Claim (other than Rejection Claims that are authorized to be filed later than the Confirmation Date pursuant to the Bar Date Order or Section 7.5, as applicable, that are related to Executory Contracts or Unexpired Leases rejected pursuant to this Plan or an order of the Bankruptcy Court) filed after the Confirmation Date without such prior authorization will not appear on the register of claims maintained by the Claims and Solicitation Agent and will be deemed Disallowed in full and expunged without any action required of the Debtors or the Reorganized Debtors and without the need for any or action, order, or approval of the Bankruptcy Court.

Section 6.6.Disallowance of Claims

Any Claims held by a Person or Entity from whom property is recoverable under section 542, 543, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under section 522(f), 522(h), 544, 545, 547, 548, or 549 of the Bankruptcy Code, shall be deemed Disallowed pursuant to section 502(d) of the Bankruptcy Code, and holders of such Claims shall not receive any distributions on account of such Claims until such time as the applicable Cause of Action against that Person or Entity has been settled or a Bankruptcy Court order with respect thereto has been entered, and, if such Cause of Action has been resolved in favor of the applicable Debtor, all sums due from that Person or Entity have been turned over or paid to the Debtors or the Reorganized Debtors, as applicable. All Claims filed on account of an indemnification obligation to a director, officer, or employee shall be deemed satisfied and may

be expunged from the Claims Register as of the Effective Date to the extent such indemnification obligation is assumed (or honored or reaffirmed, as the case may be) pursuant to this Plan (including Section 7.8), without any further notice to, or action, order, or approval of, the Bankruptcy Court. All Disallowed Claims may be expunged from the Claims Register without any further notice to, or action, order, or approval of, the Bankruptcy Court.

Section 6.7.Reimbursement or Contribution

If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is Contingent as of the Effective Date, such Claim, notwithstanding section 502(j) of the Bankruptcy Code, (1) shall be deemed Disallowed as of the Effective Date without the need for any objection thereto or any further notice to or action, order, or approval of the Bankruptcy Court and (2) can be expunged from the Claims Register (including by the Claims and Solicitation Agent) unless, in each case, prior to the Effective Date (1) such Claim has been adjudicated as noncontingent or (2) the Holder of such Claim has filed a noncontingent Proof of Claim on account of such Claim and a Final Order has been entered determining such Claim as no longer Contingent.

ARTICLE VIIEXECUTORY CONTRACTS AND UNEXPIRED LEASES

Section 7.1.Contracts and Leases Entered into After the Petition Date

Contracts and leases entered into after the Petition Date by any Debtor will be performed by the applicable Debtor or Reorganized Debtor, as the case may be, liable thereunder in the ordinary course of its business or as authorized by the Bankruptcy Court. Accordingly, such contracts and leases (including any assumed executory contracts and unexpired leases) shall survive and remain unaffected by entry of the Confirmation Order and, on the Effective Date, shall revest in and be fully enforceable by the applicable Reorganized Debtor in accordance with their terms, except as such terms may have been modified by a Final Order of the Bankruptcy Court.

Section 7.2.Assumption and Rejection of Executory Contracts and Unexpired Leases

(a)Unless otherwise specified herein (including in the Plan Supplement, including the Schedule of Rejected Contracts), as of and subject to the occurrence of the Effective Date, all Executory Contracts and Unexpired Leases to which any Debtor is a party (including all Executory Contracts and Unexpired Leases listed on the Schedule of Rejected Contracts (if any)) shall be deemed rejected by the applicable Debtor (for the avoidance of doubt, whether or not such Executory Contracts and Unexpired Leases have been included on the Schedule of Rejected Contracts), except for any Executory Contract or Unexpired Lease (i) whose assumption or rejection has previously been approved pursuant to a Final Order of the Bankruptcy Court, (ii) that is specifically identified on any Schedule of Assumed Contracts, (iii) that is the subject of a separate assumption or rejection motion filed by the Debtors under section 365 of the Bankruptcy Code pending on the Effective Date, (iv) that is the subject of a Contract Dispute pending on the Effective Date, (v) that has previously expired or terminated pursuant to its own terms, or (vi) that is being otherwise treated pursuant to this Plan. The Debtors reserve the right to modify the treatment of any particular Executory Contract or Unexpired Lease pursuant to this

Plan. Furthermore, notwithstanding anything to the contrary in this Plan, the Debtors may alter, amend, modify or supplement the Schedule of Assumed Contracts and the Schedule of Rejected Contracts at any time prior to the Effective Date, including to assume or assume and assign additional Executory Contracts or Unexpired Leases or to remove a previously included Executory Contract or Unexpired Lease, provided, that, with respect to any Executory Contract or Unexpired Lease subject to a Contract Dispute that is resolved after the Effective Date, the Debtors may alter, amend, modify, or supplement any Schedule of Assumed Contracts and the Schedule of Rejected Contracts within thirty (30) days following entry of a Final Order of the Bankruptcy Court resolving such Contract Dispute. To the extent that the effectiveness of an assumption of an Executory Contract or Unexpired Lease under foregoing clause (i) or (iii) has not occurred on or prior to the Effective Date, such Executory Contract or Unexpired Lease shall be assumed solely in accordance with the applicable order of the Bankruptcy Court approving such assumption; provided, that for any Executory Contract or Unexpired Lease subject to a stipulation entered into by the parties and approved by the Bankruptcy Court during the Chapter 11 Cases, the relevant “Stipulation Period” under and as defined in such stipulation shall, upon agreement between the Debtors and the counterparty(ies) to such Executory Contract or Unexpired Lease, be extended until the earliest to occur of (i) the effectiveness of the assumption of such Executory Contract or Unexpired Lease or (ii) the date the Executory Contract or Unexpired Lease is rejected by the Debtors or the Stipulation Period is terminated by the counterparty(ies) to such Executory Contract or Unexpired Lease (and, in each case to the extent applicable, any related equipment is made available for return to the counterparty(ies)) in accordance with the relevant stipulation.

(b)Subject to the occurrence of the Effective Date, the payment of any applicable Cure Amount and the resolution of any Contract Dispute, the entry of the Confirmation Order shall constitute approval of the rejections, assumptions, and assumptions and assignments provided for in this Plan pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Unless otherwise indicated herein (including in the Plan Supplement, including the Schedule of Rejected Contracts) or provided in a separate order of the Bankruptcy Court, rejections, assumptions, and assumptions and assignments of Executory Contracts and Unexpired Leases pursuant to this Plan are effective as of the Effective Date. Each Executory Contract and Unexpired Lease assumed pursuant to this Plan or by order of the Bankruptcy Court shall vest in and be fully enforceable by the applicable Debtor, in each case in accordance with its terms, except as modified by the provisions of this Plan, any order of the Bankruptcy Court authorizing and providing for its assumption, or applicable law.

(c)Unless otherwise provided herein or by separate order of the Bankruptcy Court, each Executory Contract or Unexpired Lease that is assumed or assumed and assigned shall include any and all modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affects such Executory Contract or Unexpired Lease, without regard to whether such agreement, instrument, or other document is listed in an Assumption Notice.

(d)Except as otherwise provided herein, or agreed to by the Reorganized Debtors and the applicable counterparty, each assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, indemnities, options, rights of first refusal, and any other interests. To the maximum extent permitted by law, and to the extent any provision in any Executory Contract or Unexpired Lease assumed pursuant to this Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption of such Executory Contract or Unexpired Lease, then such provision shall be deemed modified such that the transactions contemplated by this Plan shall not entitle the non-Debtor party thereto to terminate or modify such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto.

(e)Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases and actions taken in accordance therewith (1) do not alter in any way the prepetition nature of the Executory Contracts and Unexpired Leases, or the validity, priority, or amount of any Claims that may arise under the same, (2) are not and do not create post-petition contracts or leases, (3) do not elevate to administrative expense priority any prepetition Claims of the counterparties to the Executory Contracts and Unexpired Leases against any of the Debtors, and (4) do not entitle any Entity to a Claim under any section of the Bankruptcy Code on account of the difference between the terms of any prepetition Executory Contracts and Unexpired Leases and subsequent modifications, amendments, supplements, or restatements.

(f)The Bondholder RSA shall be assumed pursuant to the Confirmation Order and the Debtors shall continue to perform thereunder and comply therewith during the period through and including the Effective Date.

(g)As contemplated in the BdoB Stipulation and Order, the Factoring Agreement, as amended by the BdoB Stipulation and Order, shall be assumed by the Debtors pursuant to the Confirmation Order.

Section 7.3.Determination of Contract Disputes and Deemed Consent

(a)The Debtors shall serve Assumption Notices in accordance with the Disclosure Statement Approval Order. If a counterparty to an Executory Contract or Unexpired Lease receives an Assumption Notice, but such Executory Contract or Unexpired Lease is not listed therein, or does not receive such a notice, the proposed Cure Amount for such Executory Contract or Unexpired Lease shall be deemed to be zero dollars ($0).

(b)Any counterparty to an Executory Contract or Unexpired Lease shall have the time prescribed in the Disclosure Statement Approval Order to object to (i) the Cure Amount identified on the Assumption Notice, (ii) the ability of the applicable Debtor or its assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, and (iii) any other matter pertaining to assumption or assumption and assignment of such Executory Contract or Unexpired Lease on the terms set forth in this Plan and such Assumption Notice.

(c)To the extent a Contract Dispute is asserted in an objection filed in accordance with the procedures set forth in the Assumption Notice and the Debtors are unable to resolve the Contract Dispute relating solely to the amount of a Cure Claim prior to the Confirmation Hearing, such Contract Dispute may be scheduled to be heard by the Bankruptcy Court after the Confirmation Hearing (an “Adjourned Cure Dispute”); provided, that the Reorganized Debtors may, upon consultation with the applicable Secured Ad Hoc Group Advisors, settle any Adjourned Cure Dispute after the Effective Date without any further notice to any other party or any action, order, or approval of the Bankruptcy Court. Notwithstanding anything to the contrary herein, no pending Contract Dispute (including an Adjourned Cure Dispute) shall prevent or delay consummation of this Plan. Following resolution of a Contract Dispute by Final Order of the Bankruptcy Court, or agreement by the Debtors or the Reorganized Debtors, as applicable, and the applicable contract counterparty, the applicable Executory Contract or Unexpired Lease shall be deemed assumed or assumed and assigned effective as of the Effective Date, subject to the Debtors’ right to reject such Executory Contract or Unexpired Lease at any time prior to the Effective Date or, if any Contract Dispute is resolved after the Effective Date, within thirty (30) days following entry of such Final Order of the Bankruptcy Court resolving the applicable Contract Dispute, and the non-Debtor counterparty may thereafter file a Proof of Claim for any purported Rejection Claim in accordance with this Plan and the Bar Date Order.

(d)To the extent an objection is not timely filed and properly served pursuant to the Case Management Order with respect to a Contract Dispute, then the counterparty to the applicable contract or lease shall be deemed to have assented to (i) the Cure Amount proposed by the Debtors and (ii) the assumption or assumption and assignment of such contract or lease on the terms set forth in this Plan and the Assumption Notice, notwithstanding any provision of the applicable contract or lease that (A) prohibits, restricts, or conditions the transfer or assignment of such contract or lease or (B) terminates or permits the termination of such contract or lease as a result of any direct or indirect transfer or assignment of the rights of the Debtors under such contract or lease or a change in the ownership or control as contemplated by this Plan, and shall forever be barred and enjoined from asserting such objection against the Debtors or terminating or modifying such contract or lease on account of transactions contemplated by this Plan.

(e)With respect to payment of any Cure Amounts or resolution of Contract Disputes, the Debtors, any Distribution Agent, or any other Entity, as applicable, shall not have any obligation to recognize or deal with any party other than the non-Debtor party to the applicable Executory Contract or Unexpired Lease as of the Distribution Record Date, even if such non-Debtor party has sold, assigned, or otherwise transferred its Cure Claim.

Section 7.4.Payments Related to Assumption of Contracts and Leases

(a)Subject to resolution of any Contract Dispute, any Cure Claim shall be satisfied, under section 365(b)(1) of the Bankruptcy Code, and reduce the Disputed Claims Cap or in the ordinary course of business upon assumption thereof.

(b)Assumption or assumption and assignment of any Executory Contract or Unexpired Lease pursuant to this Plan, or otherwise, shall result in the full release and satisfaction of any Claims or defaults, subject to satisfaction of the Cure Amount, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at any time before the effective date of assumption or assumption and assignment. Unless provided by any order of the Bankruptcy Court, any Proofs of Claim filed with respect to an Executory Contract or Unexpired Lease that have been assumed shall be deemed Disallowed and expunged, without further notice, or action, order, or approval of the Bankruptcy Court or any other Person.

Section 7.5.Rejection Claims

Any counterparty to an Executory Contract or Unexpired Lease that is rejected by the Debtors pursuant to this Plan must file and serve a Proof of Claim on the applicable Debtor that is party to the Executory Contract or Unexpired Lease to be rejected no later than the date that is thirty (30) days after the Confirmation Date; provided, that, solely to the extent that such Executory Contract or Unexpired Lease is not listed in the Schedule of Rejected Contracts as of the Confirmation Date, the applicable Proof of Claim must be filed and served no later than the date that is thirty (30) days after the date that notice of such rejection is served (including by service of the applicable Schedule of Rejected Contracts) on the applicable counterparty. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not filed within such time shall be Disallowed, forever barred from assertion, and shall not be enforceable against the Debtors, the Reorganized Debtors, or the GUC Trust, as applicable, or any property thereof, without the need for any objection by the Debtors, the Reorganized Debtors, or the GUC Trust, or further notice to, or action, order, or approval of, the Bankruptcy Court or any other Entity.

The Reorganized Debtors may contest any Rejection Claim in accordance herewith. Allowed Rejection Claims shall be classified as General Unsecured Claims and shall be treated in accordance with Article III.

The Confirmation Order shall constitute the Bankruptcy Court’s authorization of the assumption or assumption and assignment of all the leases and contracts identified in the Schedule of Assumed Contracts, subject to the rights of the Debtors or Reorganized Debtors to modify or amend such schedule pursuant to the terms of Section 7.2 and Section 7.3.

Section 7.6.Post-Petition Aircraft Agreements

Subject to the Debtors’ right to terminate or reject any Post-Petition Aircraft Agreement prior to the Effective Date pursuant to the terms of such Post-Petition Aircraft Agreement and any order of the Bankruptcy Court related to such agreement: (i) each Post-Petition Aircraft Agreement shall remain in place after the Effective Date, (ii) the Reorganized Debtors shall continue to honor each such Post-Petition Aircraft Agreement according to its terms, and nothing in this Plan or the Confirmation Order shall supersede, nullify, or otherwise impair any such terms, and (iii) to the extent any Post-Petition Aircraft Agreement requires the assumption by the Debtors of such agreement, each such Post-Petition Aircraft Agreement shall be deemed assumed as of the Effective Date; provided, however, that the foregoing clause (iii) shall not be deemed or otherwise interpreted as an assumption by the Debtors of any agreement or obligation that is not a Post-Petition Aircraft Agreement; provided, further, that nothing herein shall limit the Debtors’ right to terminate such contracts in accordance with the terms thereof.

Section 7.7.Employee-Related Agreements

Prior to the Effective Date, the Debtors and the applicable counterparties to each Specified Employment Agreement shall have entered into the Specified Employment Agreements and such agreements shall be effective. On and after the Effective Date, subject to any Final Order and, without limiting any authority provided to the New Boards under the Reorganized Debtors’ respective formation and constituent documents, all Specified Employment Agreements and any and all employment, confidentiality, and non-competition agreements, collective bargaining agreements, offer letters (including any severance set forth therein), bonus, gainshare and incentive programs, additional pay required by Brazilian and other local law, vacation pay, holiday pay, severance, retirement, supplemental retirement, indemnity, executive retirement, pension, deferred compensation, medical, dental, vision, life and disability insurance, flexible spending account, and other health and welfare benefit plans, programs, agreements, and arrangements, and all other wage, compensation, employee expense reimbursement, and other benefit obligations (including, for the avoidance of doubt, letter agreements with respect to certain employees’ rights and obligations in the event of certain terminations of their employment in connection with and following the implementation of the Restructuring Transactions) are deemed to be, and shall be treated as, Executory Contracts under this Plan (regardless of the execution or effective date of such agreements) and, on the Effective Date, shall be deemed assumed pursuant to sections 365 and 1123 of the Bankruptcy Code (in each case, as amended prior to or on the Effective Date). Pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits (as such term is defined

in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable law. For the avoidance of doubt, at the discretion of the New Azul Board and/or New Azul Strategy Committee, and unless the Specified Employment Agreement Term Sheet specifies otherwise, if any Specified Employment Agreement contains a provision or provisions allowing an applicable counterparty to convert a cash payment or distribution into equity, such provision(s) shall be null and void as to such conversion feature, and any future cash payments or distributions will be paid in cash by Reorganized Debtors after the Effective Date in accordance with the foregoing sentence.

Without limiting the foregoing, the Debtors shall be authorized to enter into, and perform under, the Specified Employment Agreements.

Section 7.8.Indemnification Provisions

Notwithstanding anything in this Plan, on and as of the Effective Date, the Indemnification Obligations shall (a) be deemed assumed by the Reorganized Debtors in accordance with Section 7.2 pursuant to sections 365 and 1123 of the Bankruptcy Code, (b) remain intact, in full force and effect, (c) not be modified, reduced, discharged, impaired, revoked, or otherwise affected in any way including by this Plan (including, for the avoidance of doubt, the Plan Supplement) or the Confirmation Order, (d) not be limited, reduced, or terminated after the Effective Date, and (e) survive unimpaired and unaffected irrespective of whether such Indemnification Obligation is owed for an act or event occurring before, on, or after the Petition Date; provided, that the immediately preceding subclauses (a)–(e) shall not apply to any obligation of any Debtor to indemnify, hold harmless, or any obligation of similar import that is on account of conduct determined in a Final Order as constituting a criminal act, intentional fraud, gross negligence, or willful misconduct. For the avoidance of doubt, subject to the occurrence of the Effective Date, the indemnification obligations in the proviso of the immediately preceding sentence shall be deemed rejected by the Reorganized Debtors pursuant to section 365 of the Bankruptcy Code.

On and as of the Effective Date, any of the Debtors’ Indemnification Obligations with respect to any contract or agreement that is the subject of or related to any litigation against the Debtors or Reorganized Debtors, as applicable, shall be assumed by the Reorganized Debtors and otherwise remain unaffected by the Chapter 11 Cases.

All of the Debtors’ rights to indemnification by third parties shall vest in the Reorganized Debtors on the Effective Date.

Section 7.9.Insurance Policies

Notwithstanding anything to the contrary in the Disclosure Statement, this Plan, the Plan Documents, the Confirmation Order, any bar date notice or Claim objection, any other document related to any of the foregoing or any other order of the Bankruptcy Court (including, without limitation, any other provision that purports to be preemptory or supervening, grants an injunction, discharge, or release, confers Bankruptcy Court jurisdiction, grants a discharge, injunction, or release, or requires a party to opt out of any releases):

(a)Each of the Insurance Policies, including all D&O Liability Insurance Policies, and any agreements, documents, or instruments relating thereto, are treated as Executory Contracts under this Plan and, on the Effective Date, the Debtors shall be deemed to have assumed, pursuant to sections 105 and 365 of the Bankruptcy Code, all Insurance Policies such that the Reorganized Debtors shall become and remain liable in full for all of their and the applicable Debtors’ obligations under the Insurance Policies, regardless of whether such obligations arise before, or after the Effective Date;

(b)Except as set forth in this Section 7.9, nothing (1) alters, modifies, or otherwise amends the terms and conditions of (or the coverage provided by) any of such Insurance Policies or (2) alters or modifies the duty, if any, that the Insurers have to pay Claims covered by such Insurance Policies and their right to seek payment or reimbursement from the Debtors (or after the Effective Date, the Reorganized Debtors) or draw on any collateral or security therefor; provided, that, for the avoidance of doubt, Insurers shall not need to nor be required to file or serve a cure objection or a request, application, Claim, Proof of Claim, or motion for payment and shall not be subject to any claims bar date or similar deadline governing cure amounts or Claims; and

(c)The automatic stay of section 362(a) of the Bankruptcy Code and the injunctions set forth in Article VIII of this Plan, if and to the extent applicable, shall be deemed lifted without further order of this Bankruptcy Court, solely to permit: (1) claimants with valid workers’ compensation claims or direct action claims against an Insurer under applicable non-bankruptcy law to proceed with their claims; (2) the Insurers to administer, handle, defend, settle, and/or pay, in the ordinary course of business and without further order of this Bankruptcy Court, (A) workers’ compensation claims, (B) claims where a claimant asserts a direct claim against any Insurer under applicable non-bankruptcy law, or an order has been entered by this Bankruptcy Court granting a claimant relief from the automatic stay or the injunctions set forth in Article VIII of this Plan to proceed with its claim, and (C) all costs in relation to each of the foregoing; and (3) the Insurers to cancel any Insurance Policies, and take other actions relating to the Insurance Policies (including effectuating a setoff), to the extent permissible under applicable non-bankruptcy law and the terms of the Insurance Policies.

Section 7.10.Director, Officer, Manager, and Employee Liability Insurance

On the Effective Date, pursuant to sections 105 and 365(a) of the Bankruptcy Code, the Debtors shall be deemed to have assumed all of the D&O Liability Insurance Policies and any agreements, documents, or instruments relating thereto. Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval of the Reorganized Debtors’ assumption of all such policies (including, if applicable, any “tail policy”). On or prior to the Effective Date, to the extent not already purchased, the Debtors or the Reorganized Debtors, as applicable, shall purchase and maintain a “tail policy” for the Debtors’ current directors, officers, and employee liability insurance policy, for an aggregate period no less than six (6) years from the Effective Date, with respect to any and all Claims and Causes of Action relating to or arising from actions or events occurring on or prior to the Effective Date.

After the Effective Date, except as authorized by the New Azul Strategy Committee (provided, that the New Azul Strategy Committee shall not reduce coverage under any “tail policy”), none of the Debtors or the Reorganized Debtors shall terminate or otherwise reduce the coverage under any such policies (including, if applicable, any “tail policy”) with respect to conduct occurring as of the Effective Date, and all officers, directors, managers, and employees of the Debtors who served in such capacity at any time before the Effective Date shall be entitled

to the full benefits of any such policies regardless of whether such officers, directors, managers, or employees remain in such positions after the Effective Date, subject to the terms and conditions of such D&O Liability Insurance Policies. Directors and officers shall be exculpated and indemnified by the Debtors and Reorganized Debtors to the extent of such insurance.

On and after the Effective Date, upon approval of the New Azul Strategy Committee, each of the Reorganized Debtors shall be authorized to purchase, at their sole discretion and pursuant to their business judgment and ordinary course of business, any and all directors’ and officers’ liability insurance policy for the benefit of their respective directors, members, trustees, officers, and managers in the ordinary course of business.

Section 7.11.Reservation of Rights

(a)Neither the exclusion nor the inclusion by the Debtors of any contract or lease on any exhibit, schedule or other annex to this Plan or in the Plan Supplement, nor anything contained in this Plan, shall prejudice the Debtors or Reorganized Debtors with respect to any contract or lease, including whether such contract or lease (x) is in fact an Executory Contract or Unexpired Lease or (y) may be assumed or rejected, or constitutes a determination that the Debtors have any liability thereunder.

(b)Nothing in this Plan shall increase, augment, or add to any of the duties, obligations, responsibilities, or liabilities of the Debtors under any Executory Contract or non-Executory Contract or Unexpired Lease or expired lease.

(c)If there is a dispute regarding whether a contract or lease is or was an Executory Contract or Unexpired Lease at the time of its assumption under this Plan, the Debtors shall have ninety (90) days following entry of a Final Order resolving such dispute to alter the treatment of such contract or lease. If any such dispute is not timely resolved, either party may submit the dispute to the Bankruptcy Court for adjudication.

ARTICLE VIII EFFECT OF CONFIRMATION

Section 8.1.Compromise and Settlement of Claims, Interests, and Controversies

Pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the Plan Distributions and other benefits provided under this Plan and as a mechanism to effect a fair distribution of value to the Debtors’ constituencies, the provisions of this Plan shall constitute a good-faith compromise and settlement of all of all Claims, Interests, Causes of Action, and controversies incorporated in this Plan.

The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of this and all other such Claims, Interests, Causes of Action, and controversies, as well as a finding by the Bankruptcy Court that such compromises or settlements are in the best interests of the Debtors, their Estates, and Holders of Claims and Interests and are fair, equitable, and reasonable. Subject to Article V, all Plan Distributions made to or for the benefit of Holders of Allowed Claims in any Class are intended to be and shall be final. In accordance with the provisions of this Plan and, to the extent applicable, pursuant to Bankruptcy Rule 9019, without any further notice to, or action, order, or approval of, the Bankruptcy Court,

after the Effective Date, the Reorganized Debtors may compromise and settle Claims against, and Interests in, the Debtors and their Estates and Causes of Action against other Entities.

Section 8.2.Binding Effect

Except as otherwise provided in section 1141(d)(3) of the Bankruptcy Code, and notwithstanding any Bankruptcy Rule (including Bankruptcy Rule 6003) or Local Rule to the contrary, subject to the occurrence of the Effective Date (or, to the extent provided herein or in the Confirmation Order, the Confirmation Date), on and after the entry of the Confirmation Order, the provisions of this Plan and any transactions contemplated hereunder shall bind every present and former Holder of a Claim against or Interest in any Debtor and inure to the benefit of, and be binding on, such Holder’s respective successors and assigns, regardless of whether the Claim or Interest of such Holder is Impaired under this Plan or whether such Holder has accepted this Plan.

On the Effective Date, any Holder of a Claim or Interest that is entitled to receive or who receives a Plan Distribution shall be deemed to have waived all rights and remedies under any non-U.S. jurisdiction’s laws (including, without limitation, Brazilian law) to receive any further distributions or recoveries for such Claim or Interest, and such Plan Distribution shall be the sole distribution that such Holder shall receive in any jurisdiction on account of such Claim or Interest, which shall be deemed as fully paid to the fullest extent permitted by any applicable law, including Brazilian law.

Section 8.3.Release of Liens

Except (i) with respect to Liens securing obligations under the Aircraft Financings, or (ii) as otherwise provided in this Plan or in any contract, instrument, release, or other agreement or document created pursuant to this Plan or the Confirmation Order, on the Effective Date and concurrently with the applicable Plan Distributions, and, in the case of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date in accordance with this Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released, settled, discharged, and compromised, without any further approval or order of the Bankruptcy Court and without any action or filing being required to be made by the Debtors or the Reorganized Debtors, as applicable (except for any filing, registration or submission before any governmental agency, dependency, or authority, as the case may be, but always under the authority to release Liens herein granted), and all rights, titles, and interests of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall revert to the Reorganized Debtors and their successors and assigns. The Reorganized Debtors shall be authorized to file any necessary or desirable documents to evidence such release in the name of the party secured by such pre-Effective Date mortgages, deeds of trust, Liens, pledges, or other security interests.

To the extent that any Holder of a Secured Claim that has been satisfied in full pursuant to this Plan, or any agent for such Holder, has filed or recorded publicly any Liens or security interests to secure such Holder’s Secured Claim, then as soon as practicable on or after the Effective Date, such Holder (or its agent) shall take any and all steps requested by the

Reorganized Debtors that are deemed reasonable, necessary, or appropriate to record or effectuate the cancellation or extinguishment of such Liens or security interests, including the making of any applicable filings or recordings, and the Reorganized Debtors shall be entitled to make any such filings or recordings on such Holder’s behalf.

Section 8.4.Releases

The releases of Claims, Interests, and Causes of Action described in this Plan, including releases by the Debtors and by Holders of Claims or Interests, constitute good-faith compromises and settlements of the matters covered thereby and are consensual. Such compromises and settlements are made in exchange for consideration and are in the best interest of Holders of Claims or Interests, are fair, equitable, reasonable, and are integral elements of the resolution of the Chapter 11 Cases in accordance with this Plan.

Each of the release, indemnification, discharge, and exculpation provisions set forth in this Plan or in the Confirmation Order (a) is within the jurisdiction of the Bankruptcy Court under sections 1334(a), 1334(b), and 1334(e) of title 28 of the United States Code, (b) is an essential means of implementing this Plan, (c) is an integral and non-severable element of the transactions incorporated into this Plan, (d) confers a material benefit on, and is in the best interests of, the Debtors, their Estates, and their Creditors, (e) is important to the overall objectives of this Plan to finally resolve all claims among or against the parties in interest in the Chapter 11 Cases with respect to the Debtors, (f) is fair, equitable, and reasonable and in exchange for good and valuable consideration, and (g) is consistent with sections 105, 1123, 1129, 1141, and other applicable provisions of the Bankruptcy Code. Notwithstanding anything to the contrary herein, the releases, stipulations, and exculpation provisions hereof are in addition to and do not replace, the release, stipulations, and other provisions of any Final Order of the Bankruptcy Court.

Section 8.5.Release by the Debtors

Pursuant to section 1123(b) of the Bankruptcy Code, as of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, including, without limitation, the service of the Released Parties before and during the Chapter 11 Cases to facilitate the reorganization of the Debtors and the implementation of the Restructuring Transactions, and except as otherwise explicitly provided in this Plan or in the Confirmation Order or prohibited by law, the Released Parties shall be deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged, to the maximum extent permitted under applicable law, by the Debtors, the Reorganized Debtors, and the Debtors’ Estates from any and all Claims, counterclaims, disputes, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, Liens, remedies, losses, contributions, indemnities, costs, liabilities, attorneys’ fees and expenses whatsoever, including any derivative claims relating to the res of the Debtors’ Estates, asserted or assertable on behalf of the Debtors or their Estates (including any Causes of Action arising under chapter 5 of the Bankruptcy Code), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, existing or hereinafter arising,

whether in law or equity, whether sounding in tort or contract, whether arising under federal or state statutory or common law, or any other applicable international, foreign or domestic law, rule, statute, regulation, treaty, right, duty, requirement, or otherwise, that the Debtors, the Reorganized Debtors, the Debtors’ Estates, and their respective Affiliates would have been legally entitled to assert in their own right (whether individually or collectively) or that any Holder of a Claim or Interest or other Entity would have been legally entitled to assert derivatively for or on behalf of the Debtors, the Reorganized Debtors, the Debtors’ Estates, or their respective Affiliates, based on or relating to, or in any manner arising from, in whole or in part, on or prior to the Effective Date:

1.the Debtors or their non-Debtor Affiliates (including the management, ownership, or operation thereof or the issuance of Securities thereby), the Reorganized Debtors, the Chapter 11 Cases, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, or the formulation, preparation, marketing, dissemination, negotiation, or filing of the DIP Facility, the DIP Documents, RSAs, this Plan (including the Plan Supplement and other Plan Documents), the Disclosure Statement, the Exit Debt Facilities, the Exit Debt Documents, the GUC Warrant Documents, the GUC CVR Documents, the GUC Trust Agreement, the Equity Rights Offering, the ERO Documents, the Additional Investment Documents (if any), the Backstop Commitment Agreement, Strategics Investment Agreements, the 1L Notes Documents, 2026 Notes Documents, 2L Notes Documents, Bridge Notes Documents, Convertible Debenture Documents, 12th Debenture Documents, Lessor/OEM PIK 2030 Notes Documents, Lessor/OEM PIK 2032 Notes Documents, Stub 2028 Notes Documents, Stub 2029/2030 Notes Documents, Superpriority Notes Documents, any settlement, contract, instrument, release, or other agreement or document created or entered into in connection therewith, any prepetition transactions, or in the Chapter 11 Cases, and any other prepetition or post-petition act, omission, transaction, agreement, event, or other occurrence in connection with or in contemplation of the Chapter 11 Cases, the reorganization of the Debtors, or the administration of, or property to be distributed under, this Plan (including the issuance and distribution of any Securities (including the New Equity Interests) issued or to be issued under or in connection with this Plan, the Equity Rights Offering, and the Backstop Commitment);

2.any Plan Document, contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by, or in furtherance of, this Plan or the reliance by any Released Party on this Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with this Plan or the Disclosure Statement;

arrangements between the Debtors and any Released Party (excluding any assumed Executory Contract or Unexpired Lease), or the restructuring of Claims or Interests prior to or in the Chapter 11 Cases; and

4.the negotiation, formulation, marketing, preparation, or performance of or under this Plan and the Disclosure Statement (including the Plan Supplement and other Plan Documents), DIP Facility, the DIP Documents, RSAs, the Exit Debt Facilities, the Exit Debt Documents, the GUC Warrant Documents, the GUC CVR Documents, the GUC Trust Agreement, the Equity Rights Offering, the ERO Documents, the Additional Investment Documents (if any), the Backstop Commitment Agreement, and Strategics Investment Agreements, or, in each case, related agreements, instruments, or other documents, or any other act, omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date; provided, that if any Released Party directly or indirectly brings or asserts any Claim or Cause of Action that has been released or is contemplated to be released pursuant to this Plan in any way arising out of or related to any document, instrument, act, omission, transaction, or other activity of any kind or nature that occurred prior to the Effective Date against any other Released Party, and such Released Party does not abandon such Claim or Cause of Action upon request, then the release set forth in this Plan shall automatically and retroactively be null and void ab initio with respect to the Released Party bringing or asserting such Claim or Cause of Action; provided, further, that the immediately preceding proviso shall not apply to (a) any action by a Released Party in the Bankruptcy Court (or any other court determined to have competent jurisdiction), including any appeal therefrom, to prosecute the amount, priority, or secured status of any prepetition or ordinary course Administrative Expense Claim against the Debtors, (b) any release or indemnification provided for in any settlement or granted under any other Final Order (provided, that, in the case of the preceding proviso, the Debtors shall retain all defenses related to any such action), or (c) any Claim or Cause of Action arising after the Effective Date.

Notwithstanding anything herein to the contrary, (i) the foregoing releases in this Section 8.5 shall not apply to (A) any Retained Causes of Action listed on the Schedule of Retained Causes of Action, (B) any Claims or Causes of Action against any Holder of a Claim against a Debtor to the extent necessary for the administration and resolution of such Claim in accordance with this Plan, (C) Claims or Causes of Action arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct, gross negligence, or a criminal act, or (D) rights, remedies, exculpations, indemnities, powers, and protections preserved in Section 4.7, and (ii) nothing in this Section 8.5 shall be construed to impair in any way the Effective Date or post-Effective Date rights and obligations of any Person under this Plan, the Plan Documents, the Confirmation Order, or the Restructuring Transactions.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described in this Plan, which includes by reference each of the related provisions and definitions contained in this Plan and, further, shall constitute its finding that each release described in this Plan is (1) in exchange for the good and valuable consideration provided by the Released Parties (including the Released Parties’ contributions to facilitate the resolution of the Chapter 11 Cases and implementation of this Plan), a good-faith settlement, and compromise of such claims, (2) in the best interests of the Debtors and all Holders of Claims, (3) fair, equitable, and reasonable, (4) given and made after due notice and opportunity for hearing, and (5) subject to the occurrence of the Effective Date, a bar to the Debtors or the Reorganized Debtors asserting any Covered Claim released under or pursuant to this Plan against any of the applicable Released Parties or their respective property.

Section 8.6.Voluntary Releases by the Releasing Parties

As of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, including, without limitation, the service of the Released Parties before and during the Chapter 11 Cases to facilitate the reorganization of the Debtors and the implementation of the Restructuring Transactions, and except as otherwise explicitly provided in this Plan or in the Confirmation Order or prohibited by law, the Released Parties shall be deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged, to the maximum extent permitted under applicable law, by the each Releasing Party from any and all Claims, counterclaims, disputes, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, Liens, remedies, losses, contributions, indemnities, costs, liabilities, attorneys’ fees and expenses whatsoever, including any derivative claims relating to the res of the Debtors’ Estates, asserted or assertable on behalf of the Debtors or their Estates (including any Causes of Action arising under chapter 5 of the Bankruptcy Code), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, existing or hereinafter arising, whether in law or equity, whether sounding in tort or contract, whether arising under federal or state statutory or common law, or any other applicable international, foreign or domestic law, rule, statute, regulation, treaty, right, duty, requirement, or otherwise, that such Releasing Party would have been legally entitled to assert (whether individually or collectively) based on or relating to, or in any manner arising from, in whole or in part, on or prior to the Effective Date:

GUC Trust Agreement, the Equity Rights Offering, the ERO Documents, the Additional Investment Documents (if any), the Backstop Commitment Agreement, Strategics Investment Agreements, the 1L Notes Documents, 2026 Notes Documents, 2L Notes Documents, Bridge Notes Documents, Convertible Debenture Documents, 12th Debenture Documents, Lessor/OEM PIK 2030 Notes Documents, Lessor/OEM PIK 2032 Notes Documents, Stub 2028 Notes Documents, Stub 2029/2030 Notes Documents, Superpriority Notes Documents, any settlement, contract, instrument, release, or other agreement or document created or entered into in connection therewith, any prepetition transactions, or in the Chapter 11 Cases, and any other pre-Effective Date act taken or omitted to be taken in connection with or in contemplation of the Chapter 11 Cases, the reorganization of the Debtors, or the administration of, or property to be distributed under, this Plan (including the issuance and distribution of any Securities (including the New Equity Interests) issued or to be issued under or in connection with this Plan, the Equity Rights Offering, and the Backstop Commitment);

3.the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in this Plan, the business or contractual arrangements between the Debtors and any Released Party (excluding any assumed Executory Contract or Unexpired Lease), or the restructuring of Claims or Interests prior to or in the Chapter 11 Cases; and

any other Released Party, and such Released Party does not abandon such Claim or Cause of Action upon request, then the release set forth in this Plan shall automatically and retroactively be null and void ab initio with respect to the Released Party bringing or asserting such Claim or Cause of Action; provided, further, that the immediately preceding proviso shall not apply to (a) any action by a Released Party in the Bankruptcy Court (or any other court determined to have competent jurisdiction), including any appeal therefrom, to prosecute the amount, priority, or secured status of such Released Party’s prepetition or ordinary course Administrative Expense Claim against the Debtors, (b) any release or indemnification provided for in any settlement or granted under any other Final Order (provided, that, in the case of the preceding proviso, the Debtors shall retain all defenses related to any such action), or (c) any Claim or Cause of Action arising after the Effective Date.

Notwithstanding anything herein to the contrary, (i) the foregoing releases in this Section 8.6 shall not apply to (A) any Retained Causes of Action listed on the Schedule of Retained Causes of Action, (B) any Claims or Causes of Action held by any Holder of a Claim against a Debtor to the extent necessary for the administration and resolution of such Claim in accordance with this Plan, (C) Claims or Causes of Action arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct, gross negligence, or a criminal act, or (D) rights, remedies, exculpations, indemnities, powers, and protections preserved in Section 4.7, and (ii) nothing in this Section 8.6 shall be construed to impair in any way the Effective Date or post-Effective Date rights and obligations of any Person under this Plan, the Plan Documents, the Confirmation Order, or the Restructuring Transactions.

Section 8.7.Discharge of Claims and Termination of Interests

To the fullest extent provided under section 1141(d)(1)(A) of the Bankruptcy Code and other applicable provisions of the Bankruptcy Code, except as otherwise expressly provided in this Plan or the Confirmation Order: (1) all consideration distributed under this Plan shall be in complete satisfaction, settlement, discharge, and release of, or in exchange for (as applicable), all Claims and Interests of any kind or nature whatsoever against the Debtors or any of their assets

or properties, regardless of whether any property shall have been distributed or retained pursuant to this Plan on account of such Claims or Interests; (2) this Plan shall bind all Entities who have held, hold, or may hold Claims against or Interests in the Debtors; and (3) all Entities shall be precluded from asserting against the Reorganized Debtors, their Estates, their successors and assigns, and their assets and properties any other Claims or Interests based upon any documents, instruments, act, omission, transaction, or other activity of any kind or nature that occurred prior to the Effective Date. Except as otherwise expressly provided for in this Plan or the Confirmation Order, upon the Effective Date, the Debtors shall be deemed discharged and released under and to the fullest extent provided under section 1141(d)(1)(A) of the Bankruptcy Code from any and all Claims and Interests of any kind or nature whatsoever, including demands and liabilities that arose on or before the Effective Date, and all debts of the kind specified in section 502(g), 502(h), or 502(i) of the Bankruptcy Code.

The Ballots for Classes voting on this Plan shall provide that by signing the Ballot, the Claim or Interest Holder agrees (a) to waive any rights and claim against any Debtor (directly or indirectly) after receiving their full Plan Distribution (if any) and agrees to not pursue any action or remedy in Brazil or in any other non-U.S. jurisdiction in order to recover on such same Claim or Interest and/or to obtain additional distributions or recoveries for the same Claim or Interest following the receipt of its full Plan Distribution, and (b) that the Plan Distribution (if any) provided to the undersigned is the sole Plan Distribution (if any) that the Claim or Interest Holder shall receive in any jurisdiction from the Debtors on account of their Claim or Interest; provided, however, this Plan shall bind all Holders of Claims and Interests notwithstanding whether any such Holders voted to accept or reject this Plan.

Section 8.8.Term of Injunction or Stays

Unless otherwise provided herein, all injunctions or stays provided in the Chapter 11 Cases arising prior to the Confirmation Date in accordance with section 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date (excluding any injunctions or stays contained in this Plan or the Confirmation Order), shall remain in full force and effect until the Effective Date. All injunctions or stays contained in this Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

Section 8.9.Exculpation

Pursuant to sections 1123(b) and 105(a) of the Bankruptcy Code, to the fullest extent permitted by applicable law, and except as otherwise specifically provided for in this Plan or Confirmation Order, none of the Exculpated Parties shall have or incur any liability for, and each Exculpated Party is released, discharged, and exculpated from any Cause of Action for any claim related to, any act or omission in connection with, related to, or arising out of the Chapter 11 Cases, the formulation, preparation, marketing, dissemination, negotiation, filing, or pursuit of approval, confirmation, or consummation of the DIP Facility, the DIP Documents, the RSAs, this Plan (including the Plan Supplement and other Plan Documents), the Disclosure Statement, the Exit Debt Facilities, the Exit Debt Documents, the GUC Warrant Documents, the GUC CVR Documents, the GUC

Trust Agreement, the Equity Rights Offering, the ERO Documents, the Additional Investment Documents (if any), the Backstop Commitment Agreement, the Strategics Investment Agreements, any settlement, contract, instrument, release, or other agreement or document created or entered into in connection therewith or in the Chapter 11 Cases, and any other act taken or omitted to be taken in connection with or in contemplation of the Chapter 11 Cases, the reorganization of the Debtors, or the administration of, or property to be distributed under, this Plan (including the issuance and distribution of any interests (including the New Equity Interests) issued or to be issued under or in connection with this Plan), except for claims related to any act or omission that is determined in a Final Order to have constituted actual fraud, willful misconduct, gross negligence, or a criminal act; provided, however, that (i) the scope of claims subject to exculpation pursuant to this Section 8.9 is temporally limited to claims arising during the period between the commencement of the Chapter 11 Cases and the Effective Date, (ii) each Exculpated Party shall be entitled to reasonably rely upon the advice of counsel concerning its duties and responsibilities pursuant to, or in connection with, this Plan, to the extent permitted by and under applicable law, and (iii) the foregoing exculpation shall not be deemed to release, affect, or limit any of the rights and obligations of the Exculpated Parties from, or exculpate the Exculpated Parties with respect to, any of the Exculpated Parties’ post-Effective Date obligations or covenants arising pursuant to this Plan, the Confirmation Order, or any contracts, instruments, releases, or other agreements or documents delivered or that survive under or in connection with this Plan.

Section 8.10.Plan Injunction

Upon entry of the Confirmation Order, all Holders of Claims and Interests and other parties in interest, along with their respective present or former employees, agents, officers, directors, principals, affiliates, and related parties shall be enjoined from taking any actions to interfere with the implementation or consummation of this Plan in relation to any Claims, Interests, Causes of Action, or liabilities extinguished, discharged, or released pursuant to this Plan.

Except as otherwise specifically provided in this Plan, the Confirmation Order, or any Final Order entered by the Bankruptcy Court in the Chapter 11 Cases, all Entities who have held, hold, or may hold Claims, Interests, Causes of Action, or liabilities that arose prior to the Effective Date, and all other parties in interest, along with their respective Related Parties, are permanently enjoined, from and after the Effective Date, on account of, in connection with, or with respect to any such Claim, Interest, Cause of Action, or liability for which an Exculpated Party has been exculpated under Section 8.9 of this Plan or for which a Released Party has been released under Section 8.5 or Section 8.6 of this Plan (as applicable), from (1) commencing or continuing in any manner any action or other proceeding on account of, in connection with, or with respect to any such Claims, Interests, Causes of Action, or liabilities released, exculpated, or settled pursuant to this Plan, other than to enforce any right to a Plan Distribution, (2) the enforcement, attachment, collection, or recovery by any manner or means of any judgment, award, decree, or order against any Released Party or Exculpated Party, or the property or interest in property

thereof, on account of, in connection with, or with respect to any such Claims, Interests, Causes of Action, or liabilities released, exculpated, or settled pursuant to this Plan, other than to enforce any right to a Plan Distribution, (3) creating, perfecting, or enforcing any Lien or encumbrance against any Released Party or Exculpated Party, or the property or interest in property thereof, on account of, in connection with, or with respect to any such Claims, Interests, Causes of Action, or liabilities released, exculpated, or settled pursuant to this Plan, other than to enforce any right to a Plan Distribution, (4) asserting any right of setoff or subrogation against any obligation due from any Released Party or Exculpated Party, or against the property or interest in property thereof, on account of, in connection with, or with respect to any such Claims, Interests, Causes of Action, or liabilities released, exculpated, or settled pursuant to this Plan, notwithstanding an indication of a Claim, Interest, Cause of Action, or liability or otherwise that such Entity asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise, except to the extent that (a) a right to setoff is asserted with respect to a Proof of Claim that explicitly preserves such setoff and is timely and properly filed by the Effective Date or pursuant to section 502(h) of the Bankruptcy Code and Bankruptcy Rule 3002(c)(3) or (b) such Entity was excused from filing or otherwise not required to file a Proof of Claim pursuant to a Final Order of the Bankruptcy Court, and (5) interfering with the implementation or consummation of this Plan or any of the Plan Documents. Such injunction shall extend to any successors or assignees of the Released Parties and Exculpated Parties and their respective properties and interest in properties. Each of the Debtors, the Reorganized Debtors, the Exculpated Parties, and the Released Parties is expressly authorized hereby to seek the enforcement of such injunctions.

No Entity may commence, continue, amend, or otherwise pursue, join in, or support any other Entity commencing, continuing, amending, or pursuing, a Cause of Action, Covered Claim, or claim of any kind against any Released Party or Exculpated Party, as applicable, that arose, arises from, or is reasonably likely to arise from, or relates to or is reasonably likely to relate to, any Covered Claim subject to Section 8.5, Section 8.6, or Section 8.9 of this Plan without first (1) requesting a determination from the Bankruptcy Court, after notice (to all affected parties) and a hearing, that such claim, Cause of Action, or Covered Claim, as applicable, represents a colorable claim against a Debtor or a Released Party, as applicable, and is not a claim, Cause of Action, or Covered Claim that was released or exculpated under or pursuant to this Plan, which request must attach the complaint or petition proposed to be filed by the requesting Entity (which complaint or petition must satisfy the applicable Rules of Federal Procedure), and (2) obtaining from the Bankruptcy Court, in the form of a Final Order, specific authorization for such Entity to bring such claim, Cause of Action, or Covered Claim, as applicable, against a Debtor or any other Released Party or Exculpated Party, as applicable. Any such request shall include a proposed attorney fee reserve, subject to modification by the Bankruptcy Court, that shall be deposited to the Bankruptcy Court’s registry to indemnify all potential defendants against costs associated with the successful defense of any claim that is allowed to proceed. For the avoidance of doubt, any Entity that obtains such determination and authorization and subsequently wishes to amend the authorized complaint or petition to add any claim, Cause of Action, or Covered Claim not explicitly included in the authorized

complaint or petition must first obtain authorization from the Bankruptcy Court before filing any such amendment in the court where such complaint or petition is pending. The Bankruptcy Court shall have sole and exclusive jurisdiction to determine whether a claim, Cause of Action, or Covered Claim is colorable and, only to the extent legally permissible, shall have jurisdiction to adjudicate the underlying colorable claim, Cause of Action, or Covered Claim.

Section 8.11.Avoidance Actions

On the Effective Date, the Reorganized Debtors shall be deemed to waive and release all avoidance and recovery actions other than those listed on the Schedule of Retained Causes of Action, including, for the avoidance of doubt, any avoidance and recovery actions against Holders of General Unsecured Claims and Unsecured Convenience Class Claims; provided, that the Reorganized Debtors shall retain the right to assert such Avoidance Actions or recovery actions as defenses or counterclaims in any Cause of Action brought by any Creditor solely as a defense without any right to seek or obtain an affirmative recovery on account of any such counterclaim.

The Reorganized Debtors shall retain the right, after the Effective Date, to prosecute any of the avoidance or recovery actions listed on the Schedule of Retained Causes of Action; provided, that the Committee shall have a consent right with respect to the Schedule of Retained Causes of Actions.

Section 8.12.Preservation of Causes of Action

In accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue any and all Causes of Action, whether arising before or after the Petition Date, and the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, other than the Causes of Action exculpated or released pursuant to the releases and exculpations contained in this Plan, which shall be deemed released and waived as of the Effective Date. The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors. No Entity may rely on the absence of a specific reference in this Plan, the Plan Supplement or the Disclosure Statement to any Cause of Action against it as any indication that the Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action against it. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity. Unless any Cause of Action against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in this Plan or a Final Order of the Bankruptcy Court, the Reorganized Debtors expressly reserve all Causes of Action, for later adjudication, and, therefore no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after or as a consequence of the Confirmation or Effective Date. For the avoidance of doubt, in no instance shall “Retained Causes of Action” include any claim or Cause of Action with respect to, or against, an Exculpated Party or a Released Party that was exculpated or released pursuant to this Plan.

Section 8.13.Ipso Facto and Similar Provisions Ineffective

Any term of any policy, contract or other obligation applicable to a Debtor shall be void and of no further force or effect with respect to any Debtor to the extent such policy, contract, or other obligation is conditioned on, creates an obligation of any Debtor as a result of, or gives rise to a right of any Person based on any of the following: (a) the insolvency or financial condition of a Debtor; (b) COVID-19 or the direct results or effects thereof; (c) the commencement of the Chapter 11 Cases; (d) the confirmation or consummation of this Plan, including, without limitation, any change of control, assignment, or similar provision that shall occur as a result of such consummation; or (e) the Restructuring Transactions.

Section 8.14.Protection Against Discriminatory Treatment

In accordance with section 525 of the Bankruptcy Code, and consistent with paragraph 2 of Article VI of the United States Constitution, no Governmental Unit shall discriminate against any Reorganized Debtor or any Entity with which a Reorganized Debtor has been or is associated, solely because such Reorganized Debtor (1) is or was a debtor under chapter 11, (2) may have been insolvent before the commencement of the Chapter 11 Cases or during the Chapter 11 Cases prior to the Effective Date, or (3) has not paid a debt that is dischargeable in the Chapter 11 Cases.

Section 8.15.SEC

Notwithstanding any language to the contrary herein, in the Disclosure Statement, or in the Confirmation Order, no provision shall (1) preclude the SEC from enforcing its police or regulatory powers or (2) enjoin, limit, impair, or delay the SEC from commencing or continuing any claims, causes of action, proceedings, or investigations against any non-Debtor Entity in any forum.

ARTICLE IXCONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS PLAN

Section 9.1.Conditions to Effectiveness

The following are conditions precedent to the occurrence of the Effective Date, each of which must be satisfied or, if applicable, waived in accordance with Section 9.2:

(a)the Confirmation Order (including any amendment and modification thereof) and the Disclosure Statement Approval Order shall have been entered by the Bankruptcy Court in form and substance acceptable to the Debtors, the Secured Ad Hoc Group, the Requisite Backstop Commitment Parties, and the Strategic Partners, shall be in full force and effect and shall not be subject to a stay nor have been rescinded, vacated, or reversed on appeal;

(b)the RSAs shall remain in full force and effect (except as a result of the occurrence of the Effective Date) and no notice in respect of a termination event shall have been delivered in accordance with the terms of such RSA, to the extent not cured pursuant to the terms thereof;

(c)the Backstop Order shall remain in full force and effect and shall not be subject to a stay nor have been rescinded, vacated, or reversed on appeal and the Backstop Commitment Agreement shall remain in full force and effect (except as a result of the occurrence of the

Effective Date) and no notice in respect of a termination event shall have been delivered in accordance with the terms of such RSA, to the extent not cured pursuant to the terms thereof;

(d)the DIP Order shall remain in full force and effect and shall not be subject to a stay nor have been rescinded, vacated or reversed on appeal, the DIP Facility shall have been fully disbursed, and there shall not have been an acceleration of the obligations and termination of commitments under the DIP Facility;

(e)all conditions precedent to the consummation of the Exit Debt Facilities, Equity Rights Offering, Backstop Commitment, and the Additional Investment (if any), other than any conditions related to the occurrence of the Effective Date, shall have been satisfied or waived in accordance with the terms of the Exit Debt Documents, ERO Documents, Backstop Commitment Agreement, and Additional Investment Documents (if any), as applicable;

(f)all shareholder approvals, board approvals, authorizations, consents, regulatory approvals, rulings, or documents required by applicable law to implement and effectuate this Plan, including amendments to the bylaws of the Debtors, issuance of securities, any approvals required in connection with the transfer, change of control, or assignment of permits and licenses held by the applicable Debtor, unless such permits or licenses are abandoned, shall have been obtained from any appropriate regulatory agencies and not subject to any appeal;

(g)the Debtors shall have obtained all governmental and regulatory approvals, consents, authorizations, rulings, or other documents that are legally required for the consummation of the Restructuring Transactions, the foregoing shall not be subject to unfulfilled conditions and shall be in full force and effect, and all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) or applicable review periods under non-U.S. antitrust law shall have expired;

(h)except as otherwise expressly provided herein, (i) all documents to be executed, delivered, assumed, or performed upon or in connection with consummation of this Plan shall have been (x) executed, delivered, assumed, or performed, as the case may be, and (y) to the extent required, filed with the applicable Governmental Units in accordance with applicable law, and (ii) any conditions contained in such documents (other than consummation of this Plan or notice of such consummation) shall have been satisfied or waived in accordance therewith, including all documents included in the Plan Supplement;

(i)there shall not be in effect any order, opinion, ruling, or other decision entered by any court or a Governmental Unit under U.S. or other applicable law staying, restraining, enjoining, prohibiting, or otherwise making illegal the implementation of any of the transactions contemplated by this Plan, any of the Plan Documents, or the Restructuring Transactions;

(j)this Plan, the Disclosure Statement, and the agreements in connection with the Restructuring Transactions shall not have been amended or modified other than in a manner in form and substance consistent in all material respects with the RSAs and otherwise acceptable to the Debtors, the Secured Ad Hoc Group, the Requisite Backstop Commitment Parties, and the Strategic Partners;

(k)contemporaneously with the Effective Date, all Professional Fee Claims of Professionals approved by the Bankruptcy Court shall have been paid in full in Cash and the Professional Fee Escrow Amount shall have been funded into the Professional Fee Escrow Account;

(l)contemporaneously with the Effective Date, all Restructuring Expenses and Indenture Trustee Expenses shall have been paid in full in Cash, subject to the terms of Section 2.6;

(m)contemporaneously with the Effective Date, the Significant Shareholders shall have fulfilled their obligations and commitments under the Bondholder RSA as determined thereunder; and

(n)the GUC Trust Agreement, the GUC CVR Agreement, and the GUC Warrant Agreement shall have been executed and the GUC Trust Assets shall have vested or be deemed to have vested in the GUC Trust.

Section 9.2.Waiver of Conditions to Effectiveness

The Debtors may waive in whole or in part any of the conditions precedent to the Effective Date at any time, with the consent of the Backstop Commitment Parties and the Strategic Partners, without any notice to other parties in interest or the Bankruptcy Court and without any formal action other than proceeding to confirm and/or consummate this Plan; provided, that (i) the condition set forth in Section 9.1(k) may only be waived with the consent of the affected Professional, (ii) the condition set forth in Section 9.1(l) may only be waived with the consent of the Secured Ad Hoc Group and the Strategic Partners, (iii) the condition set forth in Section 9.1(d) may only be waived with the consent of the Required DIP Debtholders (as defined in the DIP Indenture), and (iv) the condition set forth in Section 9.1(n) may only be waived with the consent of the Creditors’ Committee. The failure to satisfy any condition before the Effective Date may be asserted by the Debtors as a reason not to declare an Effective Date, regardless of the circumstances giving rise to the failure of such condition to be satisfied (including any action or inaction by the Debtors). If any such condition precedent is waived pursuant to this Section and the Effective Date occurs, each party agreeing to waive such condition precedent shall be estopped from withdrawing such waiver after the Effective Date or otherwise challenging the occurrence of the Effective Date on the basis that such condition was not satisfied, the waiver of such condition precedent shall benefit from the “equitable mootness” doctrine, and the occurrence of the Effective Date shall foreclose any ability to challenge this Plan in any court.

Except as otherwise provided herein, all actions required to be taken on the Effective Date shall take place and shall be deemed to have occurred simultaneously and no such action shall be deemed to have occurred prior to the taking of any other such action.

Section 9.3.Substantial Consummation

On the Effective Date, this Plan shall be deemed to be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code.

Section 9.4.Revocation or Withdrawal of Plan and Effects of Non-Occurrence of Conditions to Consummation

The Debtors reserve the right, with the consent of the Backstop Commitment Parties and the Strategic Partners, to revoke, withdraw, or delay consideration of this Plan prior to the

Confirmation Date and to file subsequent plans. If the Debtors revoke or withdraw this Plan, or if the Confirmation Order is vacated pursuant to a Final Order, in each case, in its entirety, in part, or as to a particular Debtor, or if the Confirmation Date or the Effective Date does not occur, then, absent further order of the Bankruptcy Court and as to all or such Debtors, as applicable, (1) this Plan shall be null and void in all respects, (2) any settlement or compromise not previously approved by Final Order of the Bankruptcy Court embodied in this Plan (including the fixing or limiting to an amount certain any Claim or Interest or Class of Claims or Interests), assumption or rejection of Executory Contracts or Unexpired Leases affected by this Plan, and any document or agreement executed pursuant hereto shall be deemed null and void, and (3) nothing contained in this Plan or the Confirmation Order, and no acts taken in preparation for consummation of this Plan, shall (a) constitute or be deemed to constitute a waiver or release of any Claims or Interests, (b) prejudice in any manner the rights of such Debtors or any other Entity (including the application of res judicata or collateral estoppel), or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by the Debtors or any other Entity.

ARTICLE XRETENTION OF JURISDICTION BY THE BANKRUPTCY COURT

(a)Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction of all matters arising under, arising out of or related to the Chapter 11 Cases and this Plan pursuant to, and for the purposes of, sections 105(a) and 1142 of the Bankruptcy Code and for, among other things, the following purposes:

(i)allow, disallow, determine, liquidate, classify, estimate, or establish the priority, secured or unsecured status, or amount of any Claim or Interest, including (A) the resolution of any request for payment of any Administrative Expense Claim and (B) the resolution of any objection relating to the foregoing;

(ii)decide and resolve all matters related to the granting and denying, in whole or in part, of any applications for Allowance of compensation or reimbursement of expenses to Professionals;

(iii)resolve any matters related to: (A) the assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease and to hear, determine, and, if necessary, liquidate, any Claims arising therefrom, including Claims for rejection damages or Cure Claims; (B) any contractual obligation under any Executory Contract or Unexpired Lease that is assumed or assumed and assigned; and (C) any dispute regarding whether a contract or lease is or was executory or expired;

(iv)ensure that distributions to the Holders of Allowed Claims and Interest are accomplished pursuant to the provisions of this Plan;

(v)adjudicate, decide, or resolve any motions, adversary proceedings, contested matters, and applications pending in the Chapter 11 Cases on the Effective Date;

(vi)adjudicate, decide, or resolve any and all matters related to sections 1141, 1145, and 1146 of the Bankruptcy Code;

(vii)enter and implement such orders as may be necessary or appropriate to execute, implement, or consummate the provisions of this Plan and all contracts, instruments, releases, indentures, and other agreements or documents created in connection with this Plan;

(viii)enter and enforce any order for the sale or transfer of property pursuant to section 363, 1123, or 1146(a) of the Bankruptcy Code;

(ix)resolve any cases, controversies, suits, disputes, or Causes of Action that may arise in connection with the consummation, interpretation, or enforcement of this Plan or any Person’s or Entity’s obligations under or in connection with this Plan;

(x)issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any Person or Entity with consummation or enforcement of this Plan and ensure compliance with this Plan;

(xi)resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the releases, exculpation, injunctions, and other provisions contained in Article VIII, and enter such orders as may be necessary or appropriate to implement or enforce such releases, injunctions, exculpation, and other provisions;

(xii)resolve any controversies, suits, disputes, or Causes of Action with respect to the repayment or return of distributions and the recovery of additional amounts owed by holders of Claims not timely repaid pursuant to Section 5.10(a);

(xiii)enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;

(xiv)determine any other matters that may arise in connection with, or relate to, this Plan, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, indenture, or other agreement or document created in connection with this Plan or the Disclosure Statement;

(xv)adjudicate any and all disputes arising from or relating to distributions under the Plan;

(xvi)consider any modifications of this Plan to cure any defect or omission or to reconcile any inconsistency in any prior order, including the Confirmation Order;

(xvii)hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of this Plan or the Confirmation Order, including disputes arising under agreements, documents, or instruments executed in connection with this Plan;

(xviii)hear and determine matters concerning state, local, and federal taxes and fees in accordance with sections 346, 505, and 1146 of the Bankruptcy Code (including the expedited determination of tax under section 505(b) of the Bankruptcy Code);

(xix)hear and determine all disputes involving the existence, nature, scope, and enforcement of any exculpations, discharges, injunctions, and releases granted in this Plan, including under Article VIII, regardless of whether such dispute occurred before or after the Effective Date;

(xx)recover all assets of the Debtors and property of the Estates, wherever located;

(xxi)resolve any disputes concerning whether a Person or an Entity had sufficient notice of the Chapter 11 Cases, the Disclosure Statement, any solicitation conducted in connection with the Chapter 11 Cases, any bar date established in the Chapter 11 Cases, or any deadline for responding or objecting to the amount of a Cure Claim, in each case, for the purpose of determining whether a Claim or an Interest is discharged hereunder or for any other purpose;

(xxii)hear and determine any rights, claims, or Causes of Action held by, or accruing to, any Debtor pursuant to the Bankruptcy Code or pursuant to any statute or legal theory, including those set forth on the Schedule of Retained Causes of Action;

(xxiii)enforce all orders previously entered by the Bankruptcy Court;

(xxiv)enter an order or final decree closing the Chapter 11 Cases; and

(xxv)adjudicate, decide, or resolve any and all matters related to the GUC Trust or the GUC Trust Assets;

(xxvi)hear any other matter as to which the Bankruptcy Court has jurisdiction;

(b)provided, however, that the Exit Debt Documents and documents contained in the Plan Supplement shall be governed in accordance with applicable jurisdictional, forum selection, or dispute resolution clauses in such documents.

(c)The Bankruptcy Court shall retain jurisdiction of all matters arising under, arising out of or related to the Chapter 11 Cases and this Plan to, among other things, hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code (including the expedited determination of taxes under section 505(b) of the Bankruptcy Code).

(d)To the extent that it is legally impermissible for the Bankruptcy Court to have exclusive jurisdiction over any of the foregoing matters, the Bankruptcy Court will have non-exclusive jurisdiction over such matters to the extent legally permissible.

(e)If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter, including the matters set forth in this Article X, the provisions of this Article X shall have no effect upon and shall not control, prohibit or limit the exercise of jurisdiction by any other court having jurisdiction with respect to such matter.

ARTICLE XIMISCELLANEOUS

Section 11.1.Exemption from Transfer Taxes and Recording Fees

To the maximum extent permitted by section 1146(a) of the Bankruptcy Code and to the maximum extent permitted by law, none of (i) the issuance, distribution, transfer, or exchange of notes, securities (including the New Equity Interests), instruments, or documents under this Plan, including distribution of the GUC CVR and GUC Warrants to the GUC Trust, (ii) the creation, modification, filing or recording of any Lien, mortgage, deed of trust or other security interest, (iii) the making, assignment, filing, or recording of any lease or sublease, (iv) the transfer of title to or ownership of any of the Debtors’ interest in any Aircraft Equipment or the making or delivery of any deed, bill of sale, or other instrument of transfer under, pursuant to, in furtherance of, or in connection with, this Plan, including, without limitation, the Equity Rights Offering, the Exit Debt Facilities, or any merger agreements or agreements of consolidation, deeds, bills of sale, or assignments executed in connection with any of the transactions contemplated under this Plan or the reinvesting, transfer, or sale of any real or personal property of the Debtors pursuant to, in implementation of, or as contemplated in this Plan, (v) the grant of collateral under the Exit Debt Facilities, or (vi) the issuance, renewal, modification, or securing of indebtedness, and the making, delivery, or recording of any deed, bill of sale, assignment, or other instrument of transfer under, in furtherance of, contemplated by, arising out of or in any way related to this Plan and the Plan Documents, including the Confirmation Order, shall be subject to any document recording tax, sales tax, use tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, personal or real property tax (including real estate transfer tax), mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, Cape Town filing or recording fee, FAA filing or recording fee, sales tax, use tax, or other similar tax or governmental assessment in the United States. Upon entry of the Confirmation Order, the appropriate federal, state, or local governmental officials or agents shall forgo the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax, recordation fee, or governmental assessment. All filing or recording officers (or any other Entity with authority over any of the foregoing), wherever located and by whomever appointed, shall comply with the requirements of section 1146(a) of the Bankruptcy Code, shall forgo the collection of any such tax or governmental assessment, and shall accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

Section 11.2.Expedited Tax Determination

The Reorganized Debtors shall have the right to request an expedited determination of taxes under section 505(b) of the Bankruptcy Code for all returns filed, or to be filed, for or on behalf of such Debtors or Reorganized Debtors for all taxable periods through the Effective Date.

Section 11.3.Plan Modifications and Amendments

(a)Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and those restrictions on, and consents required with respect to, modifications set forth in this Plan, the RSAs, the DIP Documents, the Strategics Investment Agreements, and

the Backstop Commitment Agreement, as applicable, the Debtors may alter, amend, or modify this Plan, including the Plan Supplement, in its entirety, in part, or as to a particular Debtor, without additional disclosure pursuant to section 1125 of the Bankruptcy Code, and, as appropriate, not resolicit votes on such modified Plan. Entry of the Confirmation Order shall mean that all modifications or amendments to this Plan since the solicitation thereof and prior to the Confirmation Hearing are approved pursuant to section 1127(a) of the Bankruptcy Code and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019. In addition, should this Plan fail to be accepted by the requisite number and amount of Claims voting, as required to satisfy section 1129 of the Bankruptcy Code, and notwithstanding any other provision of this Plan to the contrary, the Debtors reserve the right to reclassify Claims and Interests. A Holder of a Claim or Interest that has accepted this Plan shall be presumed to have accepted this Plan, as altered, amended, or modified, if the proposed alteration, amendment, or modification does not materially and adversely change the treatment of the Claim or Interest of such Holder.

(b)After the Confirmation Date and prior to substantial consummation of this Plan, subject to the consent rights set forth the RSAs, the DIP Documents, the Strategics Investment Agreements, and the Backstop Commitment Agreement, as applicable, the Debtors may institute proceedings in the Bankruptcy Court pursuant to section 1127(b) of the Bankruptcy Code to remedy any defect or omission or reconcile any inconsistencies in this Plan, the Disclosure Statement, or the Confirmation Order with respect to such matters as may be necessary to carry out the purposes and effects of this Plan.

(c)After the Confirmation Date but before the Effective Date, the Debtors may make appropriate technical adjustments and modifications to this Plan, including the Plan Supplement, without further order or approval of the Bankruptcy Court; provided, that such adjustments and modifications do not materially and adversely affect the treatment of Holders or their Claims or Interests.

(d)After the Effective Date, the Reorganized Debtors may amend, supplement, or otherwise modify the Plan Documents in accordance with their terms and applicable non-bankruptcy law.

Section 11.4.Revocation or Withdrawal of Plan

The Debtors reserve the right to revoke, withdraw, or delay consideration of this Plan prior to the Confirmation Date, either entirely or with respect to any one or more of the Debtors, and to file subsequent amended plans of reorganization, in each case, subject to the consent rights set forth in this Plan, the RSAs, the DIP Documents, the Strategics Investment Agreements, and the Backstop Commitment Agreement, as applicable. If this Plan is revoked, withdrawn, or delayed with respect to fewer than all of the Debtors, that shall not affect the enforceability of this Plan as it relates to the Debtors for which this Plan is not revoked, withdrawn, or delayed. If the Debtors revoke or withdraw this Plan in its entirety, then this Plan shall be null and void in all respects. Any settlement or compromise not previously approved by Final Order of the Bankruptcy Court and embodied in this Plan (including the fixing or limiting to an amount certain any Claim or Interest or Class of Claims or Interests), assumption or rejection of Executory Contracts or Unexpired Leases effected by this Plan, and any document or agreement executed pursuant thereto shall be deemed null and void, and nothing contained in the revoked or withdrawn Plan shall constitute a waiver or release of any Claims by or against, or any Interests in, such Debtors or any other Person, or prejudice in any manner the rights of such Debtors or any other Person.

Section 11.5.Liability for Claims

Other than as expressly provided under this Plan or the Confirmation Order, nothing in this Plan or Disclosure Statement or any document or pleading filed in connection therewith shall constitute or be deemed to mean that the Debtors are subject to or liable for any Claim.

Section 11.6.Waiver or Estoppel

Each Holder of a Claim or interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, secured or not subordinated by virtue of an agreement made with the Debtors or their counsel or any other Entity, if such agreement was not disclosed in this Plan, the Disclosure Statement or papers filed with the Bankruptcy Court prior to the Confirmation Date.

Section 11.7.Dissolution of Creditors’ Committee

On the Effective Date, the Creditors’ Committee shall automatically dissolve, and the members thereof and their respective officers, employees, counsel, advisors, and agents shall be released and discharged of and from all rights, duties, responsibilities, and liabilities arising from, or related to, the Chapter 11 Cases and under the Bankruptcy Code, except with respect to (a) applications filed pursuant to sections 330 and 331 of the Bankruptcy Code; (b) continuing confidentiality obligations; and (c) in the event that the Bankruptcy Court’s entry of the Confirmation Order is appealed, participating in such appeal. From and after the Effective Date, the Reorganized Debtors shall continue to pay, when due and payable in the ordinary course of business, the reasonable and documented fees and expenses of the Creditors’ Committee’s professionals, solely to the extent arising out of or related to the foregoing, without further order of the Bankruptcy Court.

Section 11.8.Plan Supplement

The Plan Supplement shall be filed with the Bankruptcy Court no later than seven (7) Business Days prior to the deadline to object to this Plan. Unless otherwise expressly provided in this Plan and subject to the consent rights set forth in this Plan, the RSAs, the DIP Documents, the Strategics Investment Agreements, and the Backstop Commitment Agreement, as applicable, the Debtors shall remain free to modify or amend any such documents after such date. Upon filing with the Bankruptcy Court, the Plan Supplement may be inspected in the office of the clerk of the Bankruptcy Court during normal court hours. Holders of Claims or Interests may also obtain a copy of the Plan Supplement on the Debtors’ Case Information Website at https://cases.stretto.com/azul or the Bankruptcy Court’s website at www.nysb.uscourts.gov.

Section 11.9.Claims Against Other Debtors

Nothing in this Plan or the Disclosure Statement or any document or pleading filed in connection therewith shall constitute or be deemed to mean that any of the Debtors are subject to or liable for any Claim against any other Debtor.

Section 11.10.Section 1125 of the Bankruptcy Code

As of and subject to the occurrence of the Confirmation Date: the Debtors shall be deemed to have solicited acceptances of this Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code, including, without limitation, sections 1125(a) and 1125(e) of the Bankruptcy Code, and any applicable non-bankruptcy law, rule or regulation governing the adequacy of disclosure in connection with such solicitation and the Debtors and each of their respective Affiliates, agents, directors, officers, employees, advisors, and attorneys shall be deemed to have participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code in the offer and issuance of any securities under this Plan and, therefore, are not, and on account of such offer, issuance, and solicitation will not be, liable at any time for any violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of this Plan or the offer and issuance of any securities under this Plan.

Section 11.11.Non-Severability of Plan Provisions

In the event that any term or provision of this Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court, at the request of the Debtors, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of this Plan will remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of this Plan, as it may have been altered or interpreted in accordance with the foregoing, is (i) valid and enforceable pursuant to its terms; (ii) integral to this Plan and may not be deleted or modified without consent of the Debtors; and (iii) non-severable and mutually dependent.

Section 11.12.Governing Law

Except to the extent that the Bankruptcy Code, Bankruptcy Rules or other law, as applicable, or to the extent an exhibit hereto or a Schedule or Plan Documents provide otherwise, the rights, duties, and obligations arising under this Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the principles of conflict of laws thereof that would require application of the law of another jurisdiction; provided, however, that corporate or entity governance matters relating to the Debtors or the Reorganized Debtors, as applicable, shall be governed by the laws of the jurisdiction of incorporation, organization, or formation of the relevant Debtor or Reorganized Debtor, as applicable.

Section 11.13.Entire Agreement

On the Effective Date, this Plan, the Plan Supplement and the Confirmation Order shall supersede all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations concerning such documents, all of which have become merged and integrated into this Plan.

Section 11.14.Successors and Assigns

The rights, benefits, and obligations of any Person or Entity named or referred to in this Plan shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign, affiliate, officer, director, agent, representative, attorney, beneficiaries, or guardian, if any, of each such Person or Entity.

Section 11.15.Notices

To be effective, any notice, request, or demand to or upon, as applicable, the Debtors, the Creditors’ Committee, the Secured Ad Hoc Group, or the United States Trustee must be in writing (email being sufficient) in English, and unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually received and confirmed by the relevant party as follows:

The Debtors and Reorganized Debtors
Azul S.A. and the other Debtors<br><br>Edifício Jatobá, 8th floor, Castelo Branco Office Park.<br><br>Avenida Marcos Penteado de Ulhôa Rodrigues, 939<br><br>Tamboré, Barueri, São Paulo, SP, 06460-040, Brazil<br><br>Attention: Raphael Linares Felipe, Edson Massuda Sugimoto<br><br>Email: raphael.linares@voeazul.com.br, edson.massuda@voeazul.com.br<br><br><br><br>with a copy to:<br><br><br><br>Davis Polk & Wardwell LLP<br><br>450 Lexington Avenue<br><br>New York, New York 10017<br><br>Attention: Marshall S. Huebner, Timothy Graulich, Joshua Y. Sturm, Jarret Erickson, and Richard J. Steinberg<br><br>Email: azul.notice@davispolk.com<br><br><br><br>and:<br><br><br><br>Togut, Segal & Segal LLP<br><br>One Penn Plaza, Suite 3335<br><br>New York, New York 10119<br><br>Attention: Frank A. Oswald, Martha E. Martir, and Christian Ribeiro<br><br>Email: frankoswald@teamtogut.com, mmartir@teamtogut.com, cribeiro@teamtogut.com<br><br><br><br>and, if on an aircraft-related matter:<br><br><br><br>White & Case LLP<br><br>1221 Avenue of the Americas<br><br>New York, New York 10020<br><br>Attention: Todd K. Wolynski<br><br>Email: todd.wolynski@whitecase.com
The Creditors’ Committee
Willkie Farr and Gallagher LLP<br><br>787 Seventh Avenue<br><br>New York, New York 10019<br><br>Attention: Brett H. Miller, Todd M. Goren, James H. Burbage, and Joseph R. Brandt<br><br>Email: AzulWillkie@willkie.com
Secured Ad Hoc Group
---
Cleary Gottlieb Steen & Hamilton <br>One Liberty Plaza <br>New York, New York 10006<br>Attention: Richard J. Cooper, Thomas S. Kessler, Carina S. Wallance<br><br>Email: rcooper@cgsh.com, tkessler@cgsh.com, cwallance@cgsh.com

Section 11.16.Reservation of Rights

Except as expressly set forth herein, this Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order. Prior to the Effective Date, none of the filing of this Plan, any statement or provision contained herein, or the taking of any action by the Debtors with respect to this Plan shall be or shall be deemed to be an admission or waiver of any rights of the Debtors of any kind, including with respect to the Holders of Claims or Interests or as to any treatment or classification of any contract or lease.

Section 11.17.Further Assurances

The Debtors, Reorganized Debtors, and all Holders of Claims receiving distributions hereunder and all other parties in interest may and shall, from time to time, prepare, execute, and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of this Plan.

Dated: December 10, 2025 New York, New York

Respectfully submitted,

Azul, S.A., on behalf of itself and each of its Debtor affiliates
By:	/s/ Fabio Barros Franco de Campos
	Name: Fabio Barros Franco de Campos
	Title: Chief Institutional and Corporate Officer

118

Document

Exhibit 2.3

AZUL SECURED FINANCE LLP as Issuer,

THE GUARANTORS PARTY HERETO

UMB BANK, NATIONAL ASSOCIATION as Trustee, Registrar, Transfer Agent, Paying Agent and U.S. Collateral Agent

and

LUMEN TRUST LTDA. as Brazilian Collateral Agent

__________________________________________

INDENTURE

Dated as of February 6, 2026

_________________________

9.875% Senior Secured Notes due 2031

TABLE OF CONTENTS

Page

Section 1.01.Definitions.1

Section 1.02.Rules of Construction.53

Section 1.03.Table of Contents; Headings53

Section 1.04.Form of Documents Delivered to Trustee53

Section 1.05.Acts of Holders.54

Article 2THE NOTES

Section 2.01.Form and Dating56

Section 2.02.Execution, Authentication and Delivery.56

Section 2.03.Transfer Agent, Registrar and Paying Agent57

Section 2.04.Paying Agent to Hold Money in Trust57

Section 2.05.Holder Lists58

Section 2.06.Transfer and Exchange.58

Section 2.07.Replacement Notes61

Section 2.08.Temporary Notes61

Section 2.09.Cancellation61

Section 2.10.Defaulted Interest61

Section 2.11.CUSIP and ISIN Numbers62

Section 2.12.Open Market Purchases62

Section 2.13.Issuance of Additional Notes62

Article 3REDEMPTION

Section 3.01.Redemption.63

Section 3.02.Notice to Trustee65

Section 3.03.Notice of Redemption by the Issuer65

Section 3.04.Deposit of Redemption Price66

Section 3.05.Effect of Redemption66

Section 3.06.Selection of Notes to be Redeemed67

Section 3.07.Notes Redeemed In Part67

Section 3.08.Special Mandatory Redemption67

Article 4COVENANTS

Section 4.01.Payment of Principal and Interest under the Notes68

Section 4.02.Maintenance of Office or Agency68

Section 4.03.Money for Note Payments to Be Held in Trust68

Section 4.04.Maintenance of Corporate Existence69

Section 4.05.Payment of Additional Amounts.69

Section 4.06.Reporting Requirements72

Section 4.07.Additional Information73

Section 4.08.Limitations on Incurrence of Additional Indebtedness.73

Section 4.09.Limitation on Transactions with Affiliates77

Section 4.10.Repurchase of Notes upon a Change of Control Event.78

Section 4.11.After-Acquired Property.79

Section 4.12.Future Guarantors.81

Section 4.13.Collateral and Further Assurances.81

Section 4.14.No Impairment of the Security Interests82

Section 4.15.[Reserved].82

Section 4.16.Limitations on Restricted Payments.82

Section 4.17.Limitation on Liens87

Section 4.18.Limitation on Asset Sales87

Section 4.19.Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries89

Section 4.20.Limitation on Sale and Leaseback Transactions91

Section 4.21.[Reserved].91

Article 5CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 5.01.Limitation on Consolidation, Merger, Conveyance, Transfer or Lease of Assets91

Section 5.02.[Reserved].93

Section 5.03.Substitution of the Issuer93

Article 6EVENTS OF DEFAULT AND REMEDIES

Section 6.01.Events of Default95

Section 6.02.Acceleration of Maturity, Rescission and Amendment.97

Section 6.03.Collection Suit by Trustee98

Section 6.04.Other Remedies.99

Section 6.05.Trustee May Enforce Claims Without Possession of Notes99

Section 6.06.Application of Money Collected99

Section 6.07.Limitation on Suits100

Section 6.08.Rights of Holders to Receive Principal and Interest100

Section 6.09.Restoration of Rights and Remedies100

Section 6.10.Trustee May File Proofs of Claim100

Section 6.11.Delay or Omission Not Waiver101

Section 6.12.Control by Holders101

Section 6.13.Waiver of Past Defaults and Events of Default101

Section 6.14.Rights and Remedies Cumulative101

Section 6.15.Waiver of Stay or Extension Laws102

Article 7TRUSTEE AND AGENTS

Section 7.01.Duties of Trustee.102

Section 7.02.Rights of Trustee.103

Section 7.03.Individual Rights of Trustee105

Section 7.04.Trustee’s Disclaimer105

Section 7.05.Notice of Defaults and Events of Default105

Section 7.06.Compensation and Indemnity.105

Section 7.07.Replacement of Trustee.106

Section 7.08.Successor Trustee by Merger.107

Section 7.09.Eligibility; Disqualification108

Article 8DISCHARGE OF INDENTURE; DEFEASANCE

Section 8.01.Discharge of Liability on Notes.108

Section 8.02.Conditions to Defeasance109

Section 8.03.Application of Trust Money110

Section 8.04.Repayment to Issuer110

Section 8.05.Indemnity for U.S. Governmental Obligations110

Section 8.06.Reinstatement111

Article 9AMENDMENTS

Section 9.01.Without Consent of Holders111

Section 9.02.With Consent of Holders112

Section 9.03.Revocation and Effect of Consents and Waivers.114

Section 9.04.Notation on or Exchange of Notes114

Section 9.05.Trustee and Collateral Agents to Sign Amendments114

Section 9.06.Payment for Consent115

Article 10GUARANTEES

Section 10.01.The Note Guarantees115

Section 10.02.Waiver by the Guarantors.115

Section 10.03.No Reduction, Limitation, Impairment or Termination.116

Section 10.04.Promise to Pay117

Section 10.05.Acknowledgement of Consideration117

Section 10.06.Acceleration117

Section 10.07.Limitation on Liability117

Section 10.08.Termination, Release and Discharge117

Section 10.09.No Subrogation118

iii

Article 11MISCELLANEOUS

Section 11.01.Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes118

Section 11.02.Notices118

Section 11.03.Electronic Instructions to Trustee119

Section 11.04.Officers’ Certificate and Opinion of Counsel as to Conditions Precedent120

Section 11.05.Statements Required in Officers’ Certificate or Opinion of Counsel120

Section 11.06.Rulesby Trustee, Registrar, Paying Agent and Transfer Agents120

Section 11.07.Currency Indemnity121

Section 11.08.No Recourse Against Others121

Section 11.09.Legal Holidays121

Section 11.10.Governing Law and Waiver of Jury Trial122

Section 11.11.Consent to Jurisdiction; Waiver of Immunities.122

Section 11.12.Successors and Assigns123

Section 11.13.Multiple Originals and Counterparts; Electronic Execution123

Section 11.14.Severability Clause123

Section 11.15.Force Majeure123

Section 11.16.USA Patriot Act124

Section 11.17.Trustee Compliance with FATCA124

Section 11.18.Indenture Controls124

Section 11.19.No Incorporation by Reference of Trust Indenture124

Section 11.20.OFAC Certification124

Article 12COLLATERAL

Section 12.01.Collateral Documents.125

Section 12.02.Release of Collateral.125

Section 12.03.Suits to Protect the Collateral.126

Section 12.04.Authorization of Receipt of Funds by the Trustee Under the Collateral Documents.127

Section 12.05.Purchaser Protected.127

Section 12.06.Powers Exercisable by Receiver or Trustee.127

Section 12.07.Collateral Agents.127

Section 12.08.Co-Collateral Agent135

Section 12.09.Limitation of Liability of the Collateral Agents.136

Section 12.10.Insurance.136

Article 13ESCROW MATTERS.

Section 13.01.Escrow Account.136

Section 13.02.Release of Escrowed Funds.136

Schedules:

Schedule I – Guarantors

Exhibits:

Exhibit A – Form of Note

Exhibit B – Form of Transfer Notice

Exhibit C – Form of Certificate for Transfer from Restricted 144A Global Note or Certificated Note Bearing a Securities Act Legend to Regulation S Global Note or Certificated Note Not Bearing a Securities Act Legend

Exhibit D – Form of Transfer Certificate for Transfer from a Regulation S Global Note (prior to 40th Day after Issue Date) to a Restricted 144A Global Note

Exhibit E – Form of Certificate for Removal of the Securities Act Legend on a Certificated Note

Exhibit F – Form of U.S. Security Agreement

Exhibit G – Form of First Lien/Second Lien Intercreditor Agreement

Exhibit H – Form of Pari Passu Intercreditor Agreement

INDENTURE, dated as of February 6, 2026, among AZUL SECURED FINANCE LLP, a Delaware limited liability partnership (the “Issuer”), each of the Persons identified on Schedule I, as Guarantors (together with any entities that become guarantors hereunder after the date hereof pursuant to the terms of this Indenture, the “Guarantors,” and together with the Issuer, the “Note Parties”), UMB BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”), Registrar, Transfer Agent, Paying Agent and U.S. Collateral Agent, and LUMEN TRUST LTDA., as Brazilian Collateral Agent.

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined below) of the Issuer’s 9.875% Senior Secured Notes due 2031 (the “Notes”) issued pursuant to this Indenture, as follows:

Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.Definitions.

“Acquired Indebtedness” means Indebtedness of a Person or any of its subsidiaries existing at the time such Person becomes a Subsidiary of Azul or at the time it merges or consolidates with Azul or any of the Subsidiaries or is assumed in connection an acquisition or other Investment permitted under this Indenture. Acquired Indebtedness will be deemed to have been incurred at the time such Person becomes a Subsidiary or at the time it merges or consolidates with Azul or a Subsidiary or at the time such Indebtedness is assumed in connection with an acquisition or other Investment permitted under this Indenture.

“Additional Amounts” has the meaning specified in Section 4.05(a).

“Additional Collateral” means assets that are substantially similar to the types of assets or property that comprise the Collateral, which assets are required, pursuant to the terms of this Indenture, to become part of the Collateral and assets that the Issuer elects to be added as Collateral.

“Additional First Lien Debt” means Indebtedness permitted by this Indenture to be secured on a pari passu basis with the Notes, including any such Indebtedness incurred as a credit facility (a “Senior Credit Facility”).

“Additional Junior Lien Debt” means Indebtedness permitted by this Indenture to be secured on a junior basis to the Notes.

“Additional Notes” means any Notes issued under this Indenture in addition to the Initial Notes, having the same terms in all respects as the Initial Notes except for the issue date, issue price and, if applicable, the first interest payment date and the initial interest accrual date.

“Additional Refinancing Amount” has the meaning specified in the definition of “Permitted Refinancing Indebtedness.”

“Affiliate” means, with respect to any Person, any other Person that is in control of, is controlled by or is under common control with such Person. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; provided that Walkers Fiduciary Limited shall not be an Affiliate of the Issuer or the IP Parties.

“Affiliate Transaction” has the meaning specified in Section 4.09.

“Agent” and together, “Agents” means each of the Registrar, the Transfer Agent, the Paying Agent, the U.S. Collateral Agent and the Brazilian Collateral Agent.

“Aircraft” means any contrivance invented, used, or designed to navigate, or fly in, the air, which includes the Engines and Parts related thereto.

“Aircraft Indebtedness” means any (i) Indebtedness (including letters of credit) incurred to finance the acquisition, ownership, leasing or operation of Aircraft, Spare Parts or Engines, secured by Aircraft, Spare Parts or Engines (or insurance proceeds therefrom) the acquisition, ownership, leasing or operation of which are so financed, (ii) any asset-based Indebtedness on terms that are customary in the aviation industry secured by Aircraft, Spare Parts or Engines (or insurance proceeds therefrom) and (iii) pre-delivery payment financing in respect of Aircraft, Spare Parts or Engines.

“Airport Authority” means any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager of one or more airports or related facilities.

“Anticipation” means anticipating (antecipação), factoring, discounting or otherwise accelerating or bringing forward the scheduled payment of any receivables (including doing so through discounting or the payment of finance costs in connection therewith).

“Appliance” means any instrument, equipment, apparatus, part, appurtenance, or accessory used, capable of being used, or intended to be used, in operating or controlling Aircraft in flight, including a parachute, communication equipment and other mechanism installed in or attached to an Aircraft during flight, and not a part of an Aircraft or Engine.

“Applicable Procedures” means the applicable procedures of DTC, Euroclear and Clearstream, in each case to the extent applicable.

“Asset Sale” means (i) the sale, conveyance, transfer or other disposition (including by way of merger or consolidation), whether in a single transaction or a series of related transactions, of property or assets of Azul or any of the Subsidiaries (each referred to in this definition as a “disposition”), or (ii) the issuance or sale of Capital Stock of any of the Subsidiaries (whether in a single transaction or a series of related transactions and other than Disqualified Capital Stock or Preferred Stock of Subsidiaries issued in compliance with Section

4.08 or the issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law), in each case, other than:

(a) a disposition of Cash Equivalents or obsolete, damaged, unnecessary, surplus, unsuitable or worn out property, equipment or other assets in the ordinary course of business and dispositions of inventory, goods, routes and Slots or other assets in the ordinary course of business or that are no longer used or useful in the ordinary course of Azul’s or the Subsidiaries’ business, including dismantling any Spare Part that has become worn out or obsolete or unfit for use, and selling or disposing of any such Spare Part or any salvage resulting from such dismantling;

(b) the disposition of all or substantially all of the assets of Azul in a manner permitted pursuant to Article 5 or any disposition that constitutes a Change of Control;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, pursuant to Section 4.16 or the granting of a Lien permitted by Section 4.17;

(d) any disposition of assets, other than the Specified Collateral, with an aggregate Fair Market Value of less than the greater of (i) $12,000,000 and (ii) 1.0% of TTM EBITDA per transaction (or series of related transactions);

(e) any disposition of property or assets, issuance or sale of securities by a Subsidiary (including Capital Stock of such Subsidiary) to Azul or by Azul or a Subsidiary to another Subsidiary, including, for the avoidance of doubt, in connection with the unwinding, dissolution or liquidation of any wholly-owned Subsidiary of Azul in connection with any measures adopted by Azul in order to simplify its corporate structure (as determined in good faith by management of Azul);

(f) the lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business or that do not materially interfere with the business of Azul and the Subsidiaries as then in effect;

(g) disposition of an account receivable in connection with the collection or compromise thereof;

(h) (i) foreclosures, condemnation, expropriation, forced dispositions, eminent domain or any similar action (whether by deed of condemnation or otherwise), or any Casualty Event, with respect to assets, (ii) transfers of any property that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement or upon receipt of the net proceeds of such Casualty Event and (iii) dispositions to comply with orders, rules or regulations of Governmental Authorities;

(i) the sale, lease, assignment, license, sublicense or sublease of inventory, equipment, accounts receivable, notes receivable or other current assets, in each case, held for sale in the ordinary course of business;

(j) the licensing, sublicensing or cross-licensing of intellectual property in the ordinary course of business (including between Subsidiaries) and which does not materially interfere with the business of Azul and the Subsidiaries as then in effect;

(k) the surrender or waiver of obligations of trade creditors or customers or other contract rights that were incurred in the ordinary course of business of Azul or any Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or compromise, settlement, release or surrender of a contract, tort or other litigation claim, arbitration or other disputes;

(l) dispositions of Investments (including Capital Stock) in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements or rights of first refusal between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(m) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) an amount equal to the net proceeds of such disposition are promptly applied to the purchase price of such replacement property;

(n) dispositions related to any Sale and Leaseback Transactions permitted under this Indenture;

(o) the disposition of Excluded Jurisdiction Assets and the proceeds thereof;

(p) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business;

(q) the unwinding or voluntary termination of any Hedging Obligations;

(r) any issuance, sale or other disposition of Capital Stock (other than Preferred Stock or Disqualified Capital Stock) of Azul or any Subsidiary pursuant to any bona fide management incentive plan or in connection with the Plan or the Restructuring Support Agreements;

(s) dispositions (including Anticipations of Collateral Receivables; provided that the net cash proceeds of such Anticipations (after the deduction of any fees, charges, discounts or other finance or transaction costs) shall be deposited in a bank account pledged in favor of the applicable Collateral Agent pursuant to a Collateral Document) pursuant to a Permitted Receivables Financing or any Existing Receivables Facility;

(t) the sale by Azul or any of its Subsidiaries of Loyalty Program Currency or any similar transaction;

(u) the sale of Spare Parts and inventory in the ordinary course of business, including the use, installation or attachment of such Spare Part and/or inventory, or making such Spare Part or inventory appurtenant, to any Aircraft or Engine, that, in each case, is leased to or owned by Azul or any Subsidiary and other dispositions in the ordinary course of business of assets that are not Collateral;

(v) dispositions of, discontinuing the use or maintenance of, abandoning, failing to pursue, defend or enforce or otherwise allowing to lapse, terminate, be invalidated or put into the public domain any intellectual property that in Azul’s or the applicable Subsidiary’s good faith reasonable judgment is not used or useful, or economically practicable to maintain, enforce or defend;

(w) abandonment of Route Authorities and/or Slots solely in Azul’s good faith reasonable judgment; provided that such abandonment does not have a material adverse effect on the business of Azul and its Subsidiaries, taken as a whole; provided further that, in the event of such abandonment, the Issuer shall satisfy all related material requirements of the applicable Aviation Authorities, including any required filings;

(x) in the case of any Engine or Aircraft, any lease, sub-lease, interchange or charter of an Aircraft or Engine or pooling arrangement in respect of any Engine or Aircraft to the extent Azul or any Subsidiary is the lessor or owner (including, for the avoidance of doubt, as lessee under a finance lease) of such Engine or Aircraft; and

(z) dispositions pursuant to any order related to Azul or its Subsidiaries and approved by the United States Bankruptcy Court for the Southern District of New York on or prior to the Issue Date, including any dispositions necessary to carry out the Transactions.

In the event that a transaction (or any portion thereof) meets the criteria of a permitted Asset Sale and would also be a permitted Restricted Payment or Permitted Investment, the Issuer, in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Sale and/or one or more of the types of permitted Restricted Payments or Permitted Investments.

“Asset Sale Offer” has the meaning specified in Section 4.18.

“Assigned Azul Cargo Agreements” means, on any date, each Azul Cargo Agreement the receivables under which are subject to the Azul Cargo Fiduciary Assignment.

“Assigned Azul Fidelidade Agreements” means, on any date, each Azul Fidelidade Agreement the receivables under which are subject to the Azul Fidelidade Fiduciary Assignment.

“Assigned Azul Viagens Agreements” means, on any date, each Azul Viagens Agreement the receivables under which are subject to the Azul Viagens Fiduciary Assignment.

“Authenticating Agent” has the meaning specified in Section 2.02.

“Authorized Agent” has the meaning specified in Section 11.11.

“Authorized Denomination” has the meaning specified in Section 2.02.

“Authorized Officer” has the meaning specified in Section 11.03.

“Aviation Authorities” or “Aviation Authority” means any or all of the following:

(a) Brazilian Civil Aviation Authority (Agência Nacional de Aviação Civil);

(b) the FAA; and/or

“Azul” means Azul S.A., a Brazilian corporation (sociedade por ações).

“Azul Airline Proprietary Software” has the meaning specified in the definition of “Collateral.”

“Azul Cargo Agreement” means any currently existing or future co-branding, partnering or other receivables-generating agreements with third parties entered into by Azul or any of its Subsidiaries in connection with the Azul Cargo Business, including any amendment thereof and any other agreement entered into with the same party in substitution for, or supplementary to, the existing agreements, and all related ancillary documents, emails and agreements.

“Azul Cargo Business” means the business of providing cargo transportation services (whether on dedicated freighter flights or utilizing the cargo hold capacity of passenger flights) which is operated, owned or controlled, directly or indirectly, by Azul or any of its Subsidiaries, or principally associated with Azul or any of its Subsidiaries, in each case, as in effect from time to time, whether under the “Azul Cargo” name or otherwise, in each case including any similar or successor business. For the avoidance of doubt, the Azul Cargo Business does not include the transportation of passenger baggage or excess baggage as part of the transportation of airline passengers.

“Azul Cargo Customer Data” means any and all Personal Data owned or controlled (within the meaning of the LGPD), or later developed or acquired and owned or controlled (within the meaning of the LGPD), by Azul or any of its Subsidiaries and used, generated or produced within the Azul Cargo Business, including any and all of the following: (i) data generated, produced or acquired as a result of the operation of the Azul Cargo Business, including details of cargo transportation transactions; (ii) customer name, contact information (including name, mailing address, email address and phone numbers), government identification document information, tax or other personal identification numbers, customer login to any website or mobile application operated by Azul or its Subsidiaries and communication consent preferences; and (iii) payment-related information.

“Azul Cargo Domain Names” has the meaning specified in the definition of “Collateral.”

“Azul Cargo Fiduciary Assignment” has the meaning specified in the definition of “Collateral.”

“Azul Cargo Receivables Deposit Account” means the relevant account described in the Azul Cargo Fiduciary Assignment in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to the Azul Cargo Fiduciary Assignment and governed by the terms and conditions of the applicable account control agreement.

“Azul Cargo Trademarks” has the meaning specified in the definition of “Collateral.”

“Azul Domain Names” has the meaning specified in the definition of “Collateral.”

“Azul Fidelidade Agreements” means any currently existing or future co-branding, partnering or similar agreements with third parties entered into by Azul or any of its Subsidiaries in connection with the Azul Fidelidade Program, including any amendment thereof and any other agreement entered into with the same party in substitution for, or supplementary to, the existing agreements, and all related ancillary agreements, documents and emails.

“Azul Fidelidade Customer Data” means any and all Personal Data owned or controlled (within the meaning of the LGPD), or later developed or acquired and owned or controlled (within the meaning of the LGPD), by Azul or any of its Subsidiaries and used, generated, or produced as part of the Azul Fidelidade Program, including any and all of the following: (i) a list of all members of the Azul Fidelidade Program (owned by Azul or any of its Subsidiaries from time to time; and (ii) the Member Profile Data for each member of the Azul Fidelidade Program owned by Azul or any of its Subsidiaries from time to time.

“Azul Fidelidade Domain Names” has the meaning specified in the definition of “Collateral.”

“Azul Fidelidade Fiduciary Assignment” has the meaning specified in the definition of “Collateral.”

“Azul Fidelidade Program” means any Loyalty Program which is operated, owned or controlled, directly or indirectly, by Azul or any of its Subsidiaries, or principally associated with Azul or any of its Subsidiaries, in each case, as in effect from time to time, whether under the “Azul Fidelidade” name or otherwise, in each case including any successor program.

“Azul Fidelidade Proprietary Software” has the meaning specified in the definition of “Collateral.”

“Azul Fidelidade Receivables Deposit Account” means the relevant accounts described in the Azul Fidelidade Fiduciary Assignment in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to the Azul Fidelidade Fiduciary Assignment and governed by the terms and conditions of the applicable account control agreement.

“Azul Fidelidade Trademarks” has the meaning specified in the definition of “Collateral.”.

“Azul Linhas” means Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações).

“Azul Mobile App IP” has the meaning specified in the definition of “Collateral.”

“Azul Proprietary Technology” has the meaning specified in the definition of “Collateral.”

“Azul Trademarks” has the meaning specified in the definition of “Collateral.”

“Azul Traveler Data” means (i) data generated, produced or acquired as a result of the issuance, modification or cancellation of customer tickets from Azul or any of its Subsidiaries or for flights on any airline operated by Azul or any of its Subsidiaries, including data in or derived from “passenger name records” (including name and contact information) associated with flights, (ii) payment-related information (other than payment-related information relating solely to the Azul Fidelidade Program (such as the purchase of Currency)), and (iii) data that relates to a customer’s flight-related experience, but excluding in the case of clause (i) information that would not be generated, produced or acquired in the absence of the Azul Fidelidade Program or any other Loyalty Program; provided that, for the avoidance of doubt, customer name, contact information (including name, mailing address, email address, and phone numbers), passport information, government identification document information, Tax or other personal identification numbers, customer login to the Azul.com.br website or any successor website and any Azul mobile applications and communication consent preferences (as described in clause (ii) of the definition of “Member Profile Data”) are included in both Azul Fidelidade Customer Data and the Azul Traveler Data; provided that the foregoing communication consent preferences are not specific to the Azul Fidelidade Program (it being understood that if such communication consent preferences are specific to the Azul Fidelidade Program they shall exclusively be Azul Fidelidade Customer Data).

“Azul Viagens Agreements” means any currently existing or future co-branding, partnering or other receivables-generating agreements with third parties entered into by Azul or any of its Subsidiaries in connection with the Azul Viagens Business, including any amendment thereof and any other agreement entered into with the same party in substitution for, or supplementary to, the existing agreements, and all related ancillary documents, emails and agreements.

“Azul Viagens Business” means any Travel Package Business which is operated, owned or controlled, directly or indirectly, by Azul or any of its Subsidiaries, or principally associated with Azul or any of its Subsidiaries, in each case, as in effect from time to time, whether under the “Azul Viagens” name or otherwise, in each case including any similar or successor travel or vacation business.

“Azul Viagens Domain Names” has the meaning specified in the definition of “Collateral.”

“Azul Viagens Fiduciary Assignment” has the meaning specified in the definition of “Collateral.”

“Azul Viagens Receivables Deposit Account” means the relevant account described in the Azul Viagens Fiduciary Assignment in the name of Azul Viagens in Brazilian reais maintained in Brazil and subject to the Azul Viagens Fiduciary Assignment and governed by the terms and conditions of the applicable account control agreement.

“Azul Viagens Trademarks” has the meaning specified in the definition of “Collateral.”

“B3” means B3 S.A. - Brasil, Bolsa, Balcão.

“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.

“Bankruptcy Law” means the Bankruptcy Code or any similar federal, state or foreign law relating to reorganization, arrangement, adjustment, winding-up, liquidation (including provisional liquidation), restructuring, dissolution, composition or other debtor relief, including, without limitation, Part 5 of the Companies Act (as revised) of the Cayman Islands and the Companies Winding Up Rules (as revised) of the Cayman Islands, each as revised or amended from time to time, the Brazilian Bankruptcy Law (including, without limitation, the rules that relate to any judicial reorganization, restructuring, liquidation (including provisional liquidation) extrajudicial reorganization, bankruptcy liquidation or ancillary injunctive relief requests), as revised or amended from time to time, and any bankruptcy, insolvency, winding up, reorganization or similar law enacted under the laws of the Cayman Islands, Brazil or any other applicable jurisdiction.

“BNDES” has the meaning specified in the definition of “Government-backed Financing.”

“Board of Directors” means:

(a) with respect to a corporation or an exempted company, the board of directors of the corporation or exempted company, as applicable, or any committee thereof duly authorized to act on behalf of such board;

(b) with respect to a partnership, the board of directors of the general or managing partner of the partnership, or a shareholders of the general or managing partner of the partnership, or in each case, any committee thereof;

(c) with respect to a limited liability company, the managing member or members, manager or managers or any controlling committee of managing members or managers thereof; and

(d) with respect to any other Person, the board or committee of such Person serving a similar function.

Unless otherwise specified herein, each reference to a Board of Directors or Board will refer to the Board of Directors of Azul.

“Board Resolution” means a copy of a resolution certified by the secretary, the assistant secretary or another Officer or legal counsel performing corporate secretarial functions of the applicable Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee. Unless otherwise specified herein, each reference to a Board Resolution will refer to a Board Resolution of Azul.

“Bookkeeping Entities” means institutions authorized by the Central Bank of Brazil to perform the activity of registering financial assets, pursuant to Central Bank of Brazil Resolution No. 304 dated March 20. 2023.

“Brazilian Bankruptcy Law” means Law No. 11,101, dated February 9, 2005, as amended, including by Law No. 14,112, dated December 24, 2020 (or any successor law).

“Brazilian Collateral Agent” means Lumen Trust Ltda.

“Brazilian Collateral Documents” means the Collateral Documents governed by Brazilian law as required by the Offering Memorandum.

“BRL Azul Fidelidade Credit Card and Debit Card Receivables” means the proceeds of all Brazilian real-denominated credit card and debit card receivables.

“BRL Azul Viagens Credit Card and Debit Card Receivables” means the proceeds of all the Brazilian real-denominated credit card and debit card receivables.

“BRL Collateral Account” means the account described in the relevant Fiduciary Assignment and governed by the terms and conditions of the applicable account control agreement in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to such Fiduciary Assignment into which amounts from the Collection Accounts are to be transferred in the event of an enforcement of Liens under this Indenture and otherwise in accordance with the Intercreditor Agreement (when applicable).

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in (i) New York City, (ii) the City of São Paulo, and (iii) each other city in which the Corporate Trust Office of the Trustee or the head office of any Collateral Agent is located are required or authorized to remain closed.

“Capital Stock” means, with respect to any Person, any and all shares of stock, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated, whether voting or non-voting) such Person’s equity, including any

Preferred Stock, but excluding any debt securities convertible into or exchangeable for such equity.

“Capitalized Lease Obligation” means, with respect to any Person with respect to any asset (including Aircraft, Engines, Spare Parts and other equipment), any obligation that is required to be classified and accounted for as a finance lease or a capitalized lease for financial reporting purposes on the basis of IFRS. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined on the basis of IFRS, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Cases” has the meaning specified in the definition of “Restructuring Support Agreement.”

“Cash Equivalents” means:

(a) U.S. dollars, or money in the local currency of any country in which Azul or any of the Subsidiaries operate (including Brazilian real);

(b) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof;

(c) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof or any country recognized by the United States of America maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the three highest ratings obtainable from either S&P or Moody’s or any successor thereto;

(d) commercial paper outstanding at any time, maturing not more than one year after the date of acquisition, issued by any Person (other than an Affiliate of the Issuer) that is organized under the laws of the United States of America, any state thereof or any Latin American country recognized by the United States and rated P-2 or better from Moody’s or A-2 or better from S&P or, with respect to Persons organized outside of the United States, a local market credit rating at least “BBB-” (or the then equivalent grade) by S&P and the equivalent rating by Moody’s and in each case with maturities of not more than 360 days from the date of acquisition thereof;

(e) demand deposits, certificates of deposit, overnight deposits and time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any commercial bank that is organized under the laws of the Republic of Brazil or any political subdivision thereof or the United States of America, any state thereof or any foreign country recognized by the United States and at the time of acquisition thereof

has capital and surplus in excess of $500,000,000 (or the foreign currency equivalent thereof) and a rating of P-2 or better from Moody’s or A-2 or better from S&P or, with respect to a commercial bank organized outside of the United States, a local market credit rating of at least “BBB-” (or the then equivalent grade) by S&P and the equivalent rating by Moody’s, or with government owned financial institution that is organized under the laws of any of the countries in which the Issuer or the Subsidiaries conduct business;

(f) insured demand deposits made in the ordinary course of business and consistent with the Issuer’s or its Subsidiaries’ customary cash management policy in any domestic office of any commercial bank organized under the laws of the United States of America or any state thereof;

(g) repurchase obligations with a term of not more than 360 days for underlying securities of the types described in clauses (b), (c) and (d) above entered into with any financial institution meeting the qualifications specified in clause (e) above;

(h) substantially similar investments denominated in the currency of any jurisdiction in which Azul or any of the Subsidiaries conducts business of issuers whose country’s credit rating is at least “BBB-” (or the then equivalent grade) by S&P and the equivalent rating by Moody’s;

(i) any other securities or pools of securities that are classified under IFRS as cash equivalents or short-term investments on a balance sheet as of such date or that are permitted to be invested in under the applicable treasury policy of Azul or any of the Subsidiaries;

(j) securities issued or directly and fully guaranteed or insured by the United States or the Brazil governments or any agency or instrumentality of the United States or Brazil governments (provided that the full faith and credit of the United States or Brazil, as the case may be, is pledged in support of those securities) either having maturities of not more than 12 months from the date of acquisition; and

(j) investments in money market funds which invest at least 95% of their assets in securities of the types described in clauses (a) through (j) above.

“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Collateral.

“Cayman Collateral Documents” means the Cayman Islands law governed collateral documents as required by the Offering Memorandum.

“Certificated Note” has the meaning specified in Section 2.06(a).

“Change of Control” means:

(a) the direct or indirect sale, transfer or other disposition of all or substantially all the assets of Azul, determined on a consolidated basis, to any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) other than to any Subsidiary of Azul or one or more Permitted Holders; or

(b) the consummation of any transaction (including, without limitation, by merger, consolidation, acquisition or any other means) as a result of which any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) other than one or more Permitted Holders (directly or indirectly) is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of Azul.

“Change of Control Event” means the occurrence of both a Change of Control and a Ratings Decline.

“Change of Control Offer” has the meaning specified in Section 4.10(a).

“Change of Control Purchase Price” has the meaning specified in Section 4.10(a).

“Clearstream” means Clearstream Banking, société anonyme, Luxembourg.

“Clube Azul” means the subscription-based product of Azul or any of its Subsidiaries through which members pay a recurring amount per month in exchange for Currency under the Azul Fidelidade Program, access to promotions and other benefits which is operated, owned or controlled, directly or indirectly, by Azul or any of its Subsidiaries, as in effect from time to time, whether under the “Clube Azul” name or otherwise, in each case including any similar or successor products, services or programs.

“Code” has the meaning specified in Section 4.05(c).

“Collateral” means:

(a)The “Azul Trademarks”, which are any and all trademarks, service marks, brand names, designs, and logos throughout the world that, in each case, are owned, or later developed or acquired and owned, by Azul or any of its Subsidiaries and, in each case, include the word “Azul” and any and all successor or legacy brands with respect to any of the foregoing (which term excludes the Azul Fidelidade Trademarks, the Azul Viagens Trademarks and the Azul Cargo Trademarks, which also form part of the Collateral, as described below).

(b)The “Azul Domain Names”, which are any and all domain names and social media accounts throughout the world that, in each case, are owned, or later developed or acquired and owned, by Azul or any of its Subsidiaries and, in each case, include the word “Azul,” including the “VoeAzul.com.br” domain name and any and all similar or successor domain names (which term excludes the Azul Fidelidade Domain Names, the Azul Viagens Domain Names and the Azul Cargo Domain Names, which also form part of the Collateral, as described below).

(c)The “Azul Fidelidade Trademarks”, which are any and all trademarks, service marks, brand names, designs and logos throughout the world, registered or unregistered, that, in

each case, are owned, or later developed or acquired and owned, by Azul or any of its Subsidiaries and, in each case, include either of the words “Fidelidade” or “Tudo” (including the combined wordmark “Azul Fidelidade” and the combined wordmarks “TudoAzul”), including any and all legacy, modified, replacement or successor brands with respect to any of the foregoing.

(d)The “Azul Viagens Trademarks”, which are any and all trademarks, service marks, brand names, designs, and logos throughout the world, registered or unregistered, that, in each case, are owned, or later developed or acquired and owned, by Azul or any of its Subsidiaries and, in each case, include the word “Viagens” (including the combined wordmark “Azul Viagens”), including any and all legacy, modified, replacement or successor brands with respect to any of the foregoing.

(e)The “Azul Cargo Trademarks”, which are any and all trademarks, service marks, brand names, designs and logos throughout the world, registered or unregistered, that, in each case, are owned, or later developed or acquired and owned, by Azul or any of its Subsidiaries and, in each case, include each of the words “Azul” and “Cargo” or are otherwise exclusively used by the Azul Cargo Business, including any and all legacy, modified, replacement or successor brands with respect to any of the foregoing.

(f)The “Azul Fidelidade Domain Names”, which are any and all domain names and social media accounts throughout the world that, in each case, are owned, or later developed or acquired and owned, by Azul or any of its Subsidiaries and, in each case, include either of the words “Fidelidade” or “Tudo”, including any and all legacy or successor domain names with respect to any of the foregoing.

(g)The “Azul Viagens Domain Names”, which are any and all domain names and social media accounts throughout the world that, in each case, are owned, or later developed or acquired and owned, by Azul or any of its Subsidiaries and, in each case, include the word “Viagens” (including the “azulviagens.com.br” domain name), including any and all legacy or successor domain names with respect to any of the foregoing.

(h)The “Azul Cargo Domain Names”, which are any and all domain names and social media accounts throughout the world that, in each case, are owned, or later developed or acquired and owned, by Azul or any of its Subsidiaries and, in each case, include each of the words “Azul” and “Cargo” (including the “azulcargoexpress.com.br” domain name) or are otherwise exclusively used by the Azul Cargo Business, including any and all legacy or successor domain names with respect to any of the foregoing.

(i)The “Azul Airline Proprietary Software”, which is any and all intellectual property, including copyrights and trade secrets, that is (i) owned by Azul or any of its Subsidiaries anywhere in the world and (ii) embodied in any proprietary software developed or acquired by Azul or any of its Subsidiaries that is used or held for use exclusively in the Azul airline business.

(j)The “Azul Mobile App IP”, which is any and all intellectual property, including copyrights and trade secrets, owned, or later developed or acquired and owned, by Azul or any of its Subsidiaries anywhere in the world and embodied in (i) the Azul mobile application, (ii) any other mobile application associated with the Azul airline business, the Azul Fidelidade Program, the Azul Viagens Business or the Azul Cargo Business, or (iii) any successor, legacy or companion mobile application with respect to any of the foregoing, including, in each case of (i)-(iii), the software and source code thereof.

(k)The “Azul Proprietary Technology”, which is any and all intellectual property, including copyrights and trade secrets, owned, or later developed or acquired and owned, by Azul or any of its Subsidiaries anywhere in the world and embodied in Azul’s proprietary yield management system or proprietary pricing system.

(l)The “Azul Fidelidade Proprietary Software”, which is the proprietary software for the web service layer developed by or on behalf of Azul or any of its Subsidiaries for use in connection with the Azul Fidelidade Program, including the source code thereof.

(m)Any and all other intellectual property that, in each case, is (i) owned, or later developed or acquired and owned, by Azul or any of its Subsidiaries (excluding Azul Fidelidade Customer Data, Azul Traveler Data and Azul Cargo Customer Data) and (ii) used or held for use in the operation of, or otherwise required or necessary to operate, the Azul airline business, the Azul Fidelidade Program, the Azul Viagens Business or the Azul Cargo Business (such intellectual property, together with the Azul Trademarks, Azul Fidelidade Trademarks, Azul Viagens Trademarks, Azul Cargo Trademarks, Azul Domain Names, Azul Fidelidade Domain Names, Azul Viagens Domain Names, Azul Cargo Domain Names, Azul Airline Proprietary Software, Azul Mobile App IP, Azul Proprietary Technology and Azul Fidelidade Proprietary Software, the “Pledged Intellectual Property”).

(n)The Collateral also includes (i) any and all causes of action and claims now owned, or later developed or acquired and owned, by Azul or any of its Subsidiaries in respect of any of the Pledged Intellectual Property, including, without limitation, the right to sue or otherwise recover for any and all past, present and future infringements or dilutions thereof and (ii) any and all other trademark rights corresponding to the Pledged Intellectual Property, including any and all trademark rights of any kind whatsoever accruing under the Azul Trademarks, Azul Domain Names, Azul Fidelidade Trademarks, Azul Fidelidade Domain Names, Azul Viagens Trademarks, Azul Viagens Domain Names, Azul Cargo Trademarks or Azul Cargo Domain Names; together, in each case with the goodwill of the business connected with such use of, and symbolized by, any of the foregoing.

(o)A pledge in respect of the partnership interests owned by Azul Linhas in the Issuer, which shall be covered by the U.S. Security Agreement.

(p)One Cayman Equitable Share Mortgage, of 100% of the shares held by each of (i) Azul, (ii) Azul Linhas, (iii) IntelAzul and (iv) Azul Viagens in IP HoldCo, governed by Cayman Islands law.

(q)A Cayman Equitable Share Mortgage of 100% of the shares held by IP HoldCo in IP Co, governed by Cayman Islands law.

(r)A Fiduciary Sale of 100% of the equity interests held by Azul in Azul Linhas, governed by Brazilian law.

(s)A Fiduciary Sale of 100% of the equity interests held by Azul in IntelAzul, governed by Brazilian law.

(t)A Fiduciary Sale of 100% of the equity interests held by Azul Linhas and one individual in Azul Viagens, governed by Brazilian law.

(u)A Fiduciary Assignment in respect of (i) the receivables under the Assigned Azul Fidelidade Agreements, (ii) the Designated Azul Fidelidade Credit Card and Debit Card Receivables and (iii) the Azul Fidelidade Receivables Deposit Account, governed by Brazilian law (the “Azul Fidelidade Fiduciary Assignment”).

(v)A Fiduciary Assignment in respect of (i) the receivables under the Assigned Azul Viagens Agreements, (ii) the Designated Azul Viagens Credit Card and Debit Card Receivables and (iii) the Azul Viagens Receivables Deposit Account, governed by Brazilian law (the “Azul Viagens Fiduciary Assignment”).

(w)A Fiduciary Assignment in respect of (i) the Designated Azul Cargo Credit Card and Debit Card Receivables, (ii) the receivables under the Assigned Azul Cargo Agreements, and (iii) Azul Cargo Receivables Deposit Account, governed by Brazilian law (the “Azul Cargo Fiduciary Assignment”). The Azul Cargo Receivables Deposit Account, the Azul Fidelidade Receivables Deposit Account, the Azul Viagens Receivables Deposit Account and the BRL Collateral Account will be subject to one or more control agreements, each of them governed by Brazilian law.

(x)A Fiduciary Assignment in respect of the receivables under the Intercompany Loan Agreements, governed by Brazilian law.

(y)A pledge over certain US bank accounts, governed by New York law (which, in each case, shall cover the funds contained in such accounts).

(z)A Fiduciary Assignment in respect of the BRL Collateral Account, governed by Brazilian law. The BRL Collateral Account will be subject to a control agreement governed by Brazilian law.

(aa)[Reserved].

(ab)Additional Collateral.

“Collateral Agent” means the U.S. Collateral Agent or the Brazilian Collateral Agent, as applicable.

“Collateral Document Order” has the meaning specified in Section 12.07(r).

“Collateral Documents” means the Brazilian Collateral Documents, the Cayman Collateral Documents, the U.S. Security Agreement, the pledge and security agreements, collateral assignment agreements, mortgages, intellectual property assignments, intellectual property pledges, intercreditor agreements and/or other instruments evidencing or creating a security interest in favor of the relevant Collateral Agent for its benefit and the benefit of the Secured Parties, in all or any portion of the Collateral (including Collateral pursuant to Section 4.11), as amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or otherwise changed from time to time.

“Collateral Receivables” means Receivables generated by the Azul Fidelidade Program, the Azul Viagens Business or the Azul Cargo Business and receivables records relating thereto.

“Collection Account” means, individually or collectively as the context may require, (i) the Azul Fidelidade Receivables Deposit Account, (ii) the Azul Viagens Receivables Deposit Account and (iii) the Azul Cargo Receivables Deposit Account.

“Company Order” means a written order signed in the name of Azul by an Officer of Azul.

“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person and its Subsidiaries for such period plus or minus, as applicable, and without duplication:

(a) an amount equal to any extraordinary, non-recurring or unusual loss (to the extent not covered by business interruption insurance to the extent added pursuant to clause (i) below); plus

(b) provision for taxes of such Person and its Subsidiaries, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(c) the Fixed Charges of such Person and its Subsidiaries, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(d) any non-cash foreign currency translation losses (including losses related to currency remeasurements of Indebtedness) of such Person and its Subsidiaries for such period, to the extent that such losses were deducted in computing such Consolidated Net Income; plus

(e) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Subsidiaries to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus

(f) the amortization of debt discount to the extent that such amortization was deducted in computing such Consolidated Net Income; plus

(g) deductions for grants to any employee of such Person or its Subsidiaries of any Capital Stock during such period to the extent deducted in computing such Consolidated Net Income; plus

(h) any non-cash mark-to-market accounting losses arising under fuel hedging arrangements, to the extent deducted in computing such Consolidated Net Income; plus

(i) proceeds from business interruption insurance for such period, to the extent not already included in computing such Consolidated Net Income; plus

(j) to the extent reasonably identifiable and factually supportable, the amount of any fees, expenses or charges incurred in connection with the Transactions, including without limitation, restructuring costs and other costs incurred in connection with the Transactions; plus

(k) unless relating to the Transactions (including restructuring costs and other costs incurred in connection with the Transactions), the amount of pro forma “run rate” cost savings (including cost savings with respect to salary, benefit and other direct savings resulting from workforce reductions and facility, benefit and insurance savings), operating expense reductions, other operating improvements (including the entry into material contracts or arrangements) and initiatives and synergies (“run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken, net of the amount of actual benefits realized during such period from such actions) projected by Azul in good faith to be reasonably anticipated to be realized within 18 months of the date thereof (including from any actions taken in whole or in part prior to such date), which will be added to Consolidated EBITDA, as so projected, until fully realized and calculated on a pro forma basis as though such cost savings (including cost savings with respect to salary, benefit and other direct savings resulting from workforce reductions and facility, benefit and insurance savings), operating expense reductions, other operating improvements and initiatives and synergies had been realized on the first day of such period, net of the amount of actual benefits realized prior to or during such period from such actions; provided that, the aggregate amount that may be added back to the Consolidated EBITDA pursuant to this clause (k) shall not exceed 15% of TTM EBITDA for any trailing four fiscal quarter period, as calculated prior to giving effect to any such add-back; plus

(l) any expenses and charges that are covered by indemnification or reimbursement provisions in connection with any permitted acquisition, merger, disposition, incurrence of Indebtedness, issuance of Capital Stock or any Investment to the extent (a) actually indemnified or reimbursed and (b) deducted in computing such Consolidated Net Income; minus

(m) an amount equal to any extraordinary, non-recurring or unusual gains and any net gains realized by such Person or any of its Subsidiaries in connection with any disposition of assets outside of the ordinary course of business to the extent such gains increased such Consolidated Net Income; minus

(l) non-cash items, other than the accrual of revenue in the ordinary course of business, to the extent such amount increased such Consolidated Net Income; minus

(m) the sum of (A) income tax credits and (B) interest income included in computing such Consolidated Net Income; minus

(n) non-cash foreign currency translation gains (including gains related to currency remeasurements of Indebtedness) of such Person and its Subsidiaries, to the extent such gains were included in computing such Consolidated Net Income; minus

(o) any non-cash mark-to-market accounting gains arising under fuel hedging arrangements, to the extent such gains were included in computing such Consolidated Net Income;

in each case, determined on a consolidated basis in accordance with IFRS. Notwithstanding anything to the contrary herein, all financial ratios and tests (including the Total Leverage Ratio, the Senior Secured Leverage Ratio, the First Lien Leverage Ratio, the Fixed Charge Coverage Ratio and the amount of Consolidated Net Income, Consolidated Interest Expense and Consolidated EBITDA) contained in this Indenture that are calculated with respect to any period during which any Subject Transaction occurs shall be calculated with respect to the applicable period and such Subject Transaction on a Pro Forma Basis.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of (a) consolidated total interest expense of such Person and its Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including (without duplication), amortization of any debt issuance cost and/or original issue discount, any premium paid to obtain payment, financial assurance or similar bonds, any interest capitalized during construction, any non cash interest payment, the interest component of any deferred payment obligation, commissions, discounts, yield and other fees and charges (including any interest expense) related to any Permitted Receivables Financing or Existing Receivables Facility, the interest component of any payment under any Capitalized Lease Obligation (regardless of whether accounted for as interest expense under IFRS), any commission, discount and/or other fee or charge owed with respect to any letter of credit, bank guarantee and/or bankers’ acceptance or any similar facilities, any fee and/or expense paid to the Trustee in connection with its services hereunder, any other bank, administrative agency (or trustee) and/or financing fee and any cost associated with any surety bond in connection with financing activities (whether amortized or immediately expensed)), plus (b) any cash dividend or distribution paid or payable in respect of Disqualified Capital Stock or preferred stock during such period other than to such Person or the Issuer or a Guarantor, plus (c) any net losses, obligations or payments arising from or under any hedge agreement and/or other derivative financial instrument issued by such Person for the benefit of such Person or its subsidiaries, in each case determined on a consolidated basis for such period. For purposes of this definition, interest in respect of any Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS (or, if not implicit, as otherwise determined in accordance with IFRS).

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (or loss) of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with IFRS and without any reduction in respect of Preferred Stock dividends; provided that:

(a) all net after tax extraordinary, non-recurring or unusual gains or losses and all gains or losses realized in connection with any disposition of assets outside of the ordinary course of business or the early extinguishment of Indebtedness of such Person, together with any related provision for taxes on any such gain, will be excluded;

(b) the net income (but not loss) of any Person that is not the specified Person or a Subsidiary or that is accounted for by the equity method of accounting will be

included for such period only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Subsidiary of the specified Person;

(c) the net income (but not loss) of any Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders;

(d) the cumulative effect of a change in accounting principles on such Person will be excluded;

(e) the effect of non-cash gains and losses of such Person resulting from Hedging Obligations, including that attributable to movement in the mark-to-market valuation of Hedging Obligations, will be excluded;

(f) any non-cash compensation expense recorded from grants by such Person of stock appreciation or similar rights, stock options or other rights to officers, directors or employees, will be excluded;

(g) the effect on such Person of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs) in connection with any acquisition, disposition, merger, consolidation or similar transaction or any other non-cash impairment charges incurred subsequent to the Issue Date, will be excluded;

(h) any provision for income tax reflected on such Person’s financial statements for such period will be excluded to the extent such provision exceeds the actual amount of taxes paid in cash during such period by such Person and its consolidated Subsidiaries;

(i) any charge that is established, adjusted and/or incurred, as applicable, (i) within 12 months after the Issue Date that is required to be established, adjusted or incurred, as applicable, as a result of the Transactions in accordance with IFRS, (ii) within 12 months after the closing of any acquisition that is required to be established, adjusted or incurred, as applicable, as a result of such acquisition in accordance with IFRS or (iii) as a result of any change in, or the adoption or modification of, accounting principles or policies will be excluded; and

(j) (A) Transaction Costs, (B) any charge incurred in connection with any transaction (in each case, regardless of whether consummated), whether or not permitted under this Indenture, including any issuance and/or incurrence of Indebtedness and/or any issuance and/or offering of Capital Stock, any Investment, any acquisition, any disposition, any recapitalization, any merger, consolidation or amalgamation, any option

buyout or any repayment, redemption, refinancing, amendment or modification of Indebtedness (including any amortization or write-off of debt issuance or deferred financing costs, premiums and prepayment penalties) or any similar transaction, (C) the amount of any charge that is actually reimbursed or reimbursable by third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance (it being understood that if the amount received in cash under any such agreement in any period exceeds the amount of expenses paid during such period, any excess amount received may be carried forward and applied against any expense in any future period); provided that, in respect of any reimbursable charge that is added back in reliance on clause (C) above, such relevant Person in good faith expects to receive reimbursement for such charge within the next four fiscal quarters (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within the next four fiscal quarters) and/or (D) Public Company Costs.

“Corporate Trust Office” means the office of the Trustee or the U.S. Collateral Agent at which at any particular time its corporate trust business shall be principally administered (which office, as of the date of this Indenture is located at UMB Bank National Association 100 William Street, Suite 1850 New York, NY 10038, Attn: Julius Zamora).

“covenant defeasance option” has the meaning specified in Section 8.01(b).

“Credit Card Processors” means any entity that provides credit card processing services to the Issuer and its Subsidiaries.

“Currency” means miles, points and/or other units that are a medium of exchange constituting a convertible, virtual and private currency that is tradable property and that can be sold or issued to Persons.

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

“Customer Data” means any and all personal data owned or controlled (within the meaning of the LGPD), or later developed or acquired and owned or controlled (within the meaning of the LGPD), by Azul or any of its Subsidiaries including, without limitation:

(i) all lists of all members of any Loyalty Program (including Azul Fidelidade) or subscription program (including Clube Azul);

(ii) all data relating to members referred to in paragraph (i), including such member’s (a) name, mailing address, email address, and phone numbers, (b) communication consent preferences, (c) total Currency or loyalty balance, (c) third party engagement history, (e) accrual and redemption activity, including any data related to member segment designations or member segment activity or qualifications, (f) account or membership number, and (g) member status; and

(iii) (a) data generated, produced or acquired as a result of (1) the issuance, modification or cancellation of customer tickets from Azul or any of its Subsidiaries or for flights on any airline operated by Azul or any of its Subsidiaries associated with flights, (2) the operation of the cargo business, the vacation and travel business, and any other businesses of Azul or any of its Subsidiaries from time to time, in each case, including data in or derived from “passenger name records” (including name, contact information, passport information, government identification document information, tax or other personal identification numbers, login information, communication preferences, and mobile application data), (b) payment-related information, and (c) data that relates to a customer’s flight-related experience.

“CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários).

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Default Rate” means that rate of interest that is 2% per annum above the rate of interest borne by the Notes; provided however, that it should not exceed the maximum interest rate permitted by applicable law.

“Defaulted Interest” has the meaning specified in Section 2.10.

“defeasance trust” has the meaning specified in Section 8.02(a).

“Depositary” means DTC or any successor depositary for the Notes.

“Designated Azul Cargo Credit Card and Debit Card Receivables” means credit card and debit card receivables generated by the Azul Cargo Business.

“Designated Azul Fidelidade Credit Card and Debit Card Receivables” means BRL Azul Fidelidade Credit Card and Debit Card Receivables (which, for the avoidance of doubt, excludes Foreign Azul Fidelidade Card Receivables) generated by the Azul Fidelidade Program which relate to (i) purchases of Currency by customers, and (ii) membership fees from members of Clube Azul.

“Designated Azul Viagens Credit Card and Debit Card Receivables” means the BRL Azul Viagens Credit Card and Debit Card Receivables (which, for the avoidance of doubt, excludes Foreign Azul Viagens Card Receivables) generated by the Azul Viagens Business.

“DIP Notes” means the notes in respect of Azul’s debtor-in-possession financing in an initial principal amount of approximately $1.6 billion.

“Disqualified Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a Change of Control or Asset Sale) is convertible or exchangeable for Indebtedness or Disqualified Capital Stock, or is redeemable at the sole option of the holder of

the Capital Stock, in whole or in part (other than as a result of a Change of Control or Asset Sale), on or prior to the date that is 91 days after the last date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Capital Stock solely because the holders of the Capital Stock have the right to require Azul or any of its Subsidiaries to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale will not constitute Disqualified Capital Stock if the terms of such Capital Stock provide that Azul or any of its Subsidiaries may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.16.

“DTC” means The Depository Trust Company.

“Electronic Means” has the meaning specified in Section 11.03.

“Engine(s)” means an engine used, or intended to be used, to propel an Aircraft, including a Part, appurtenance and accessory of such Engine, and any records relating to such Engine.

“Equity Offering” means a private or public offering for cash by Azul, as applicable, of its Capital Stock, other than (w) an issuance contemplated by the Plan or the Restructuring Support Agreement or any offering of Capital Stock through any plan for the benefit of directors, employees or officers, (x) an issuance to any Subsidiary of Azul, (y) any offering of Capital Stock issued in connection with a transaction that constitutes a Change of Control or (z) any offering of Disqualified Capital Stock.

“Escrow Account” has the meaning specified in Section 13.01.

“Escrow Agent” means UMB Bank, National Association, as escrow agent under the Escrow Agreement.

“Escrow Agreement” means the Escrow Agreement, dated as of the Issue Date, by and between the Issuer and the Escrow Agent.

“Escrow End Date” has the meaning specified in Section 13.02.

“Escrowed Funds” has the meaning specified in Section 13.01.

“Euroclear” means Euroclear Bank S.A./N.V.

“Event of Default” has the meaning specified in Section 6.01.

“Excess Proceeds” has the meaning specified in Section 4.18.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Excluded Assets” means:

(a) any particular assets, if the pledge thereof or security interest therein (i) is prohibited by applicable law, rule or regulation, (ii) is prohibited or restricted by the contract, lease, license or other agreement governing such asset with a counterparty that is not Azul or a Subsidiary thereof and that exists as of the Issue Date or is agreed to by Azul or a Subsidiary thereof after the Issue Date in good faith for a bona fide business purpose and not in connection with a liability management transaction or for the primary purpose of avoiding a Lien on the Collateral or (iii) requires the consent of any Governmental Authority or any third party, unless such consent has been obtained (it being understood and agreed that there shall be no requirement to obtain any third party consent, including, without limitation, in connection with any pledge of the collateral assignments of contractual rights under agreements with the Export-Import Bank of the United States or any other lessor or original equipment manufacturer of Aircraft, Engines or other equipment or under any co-branded credit card program agreements), in each case of subclauses (i), (ii) and (iii), except to the extent any such prohibition or restriction would be rendered ineffective or the enforcement thereof would be stayed under applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including Bankruptcy Law) or principles of equity or such consent, (b) restrictions of contract or governmental authorization existing on the Issue Date or the time of entry of such contract or governmental authorization or arising or agreed to by Azul or a Subsidiary thereof after the Issue Date in good faith for a bona fide business purpose and not in connection with a liability management transaction or for the primary purpose of avoiding a Lien on the Collateral, except to the extent any such prohibition or restriction would be rendered ineffective or the enforcement thereof would be stayed under applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including Bankruptcy Law) or principles of equity, (c) fee owned real property or leasehold property, including, without limitation, hangars, aircraft parts/storage, training and reservations spaces and other airline support facilities (unless pledged on the Issue Date pursuant to the Collateral Documents) (d) any “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the accepted filing of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use”, whereby such “intent-to-use” application is converted to a “use in commerce” application pursuant to Section 1(c) of the Lanham Act with respect thereto (such application, an “ITU”), but solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such ITU under applicable law, (e) any asset or property (including Capital Stock), the grant or perfection of a security interest in which would result in adverse tax or regulatory consequences to Azul or any of its Subsidiaries as determined by Azul in good faith to not be de minimis, (f) any cash, Cash Equivalents and money (other than (i) as pledged under the Brazilian Collateral Documents and (ii) any escrow or funding account in the name of the Issuer holding the proceeds of the Notes pledged under a New York law governed Collateral Document), (g) any deposit, securities or commodities accounts (other than (i) as pledged under the Brazilian Collateral Documents and (ii) any escrow or funding account in the name of the Issuer holding the proceeds of the Notes pledged under a New York law governed Collateral Document), (h) Customer Data, (i) motor vehicles, Aircraft, Engines, Spare Parts and other equipment, Slots, gates, routes, rights of use of landing and take-off in airports or similar assets or property rights that are not covered by the Collateral Documents and any contractual rights to purchase, lease

and/or acquire such assets or property rights, (j) any Capital Stock of any Person that is not a wholly-owned Subsidiary or that is an Immaterial Subsidiary, (k) any margin stock, (l) any letter of credit right and all commercial tort claims, (m) any asset which does not constitute the Collateral as of the Issue Date and respect to which Azul has determined in good faith that the cost, burden, difficulty or consequences (including any effect on the ability of Azul and its Subsidiaries to conduct their operations and business in the ordinary course of business) of obtaining or perfecting a security interest therein outweighs, or is excessive in light of, the benefit of a security interest to the relevant Secured Parties afforded thereby, (n) Receivables and Receivables Records, other than the Collateral Receivables, (o) any assets located in a jurisdiction other than a Specified Jurisdiction (the “Excluded Jurisdiction Assets”); provided, that Excluded Assets shall not include any proceeds of any Excluded Assets unless such proceeds would otherwise constitute Excluded Assets.

“Excluded Jurisdiction Assets” has the meaning specified in the definition of “Excluded Assets.”

“Excluded Subsidiary” means: (a) any Subsidiary that is a non-wholly-owned Subsidiary; provided, that such Subsidiary exists for a good faith and bona fide business purposes and not in connection with a liability management transaction; (b) any Immaterial Subsidiary; (c) any Subsidiary existing as of the Issue Date or formed by Azul or a Subsidiary thereof after the Issue Date in good faith for a bona fide business purpose and not in connection with a liability management transaction or for the primary purpose of avoiding a Lien on the Collateral that is prohibited or restricted from providing a guarantee by law, rule or regulation, or as a result of any contractual obligation owing to a third party not entered into for purposes of circumventing any requirements hereof, or that would, pursuant to any such law, rule, regulation or bona fide contractual obligation, require any governmental (including regulatory) or third party consent, approval, license or authorization to provide a guarantee (including under any financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance or similar legal principles), in each case, to the extent such consent, approval, license or authorization is not so received (it being understood that Azul and its Subsidiaries shall have no obligation to obtain any such consent, approval, license or authorization); (d) any not-for-profit Subsidiary; (e) any captive insurance Subsidiary or Subsidiary that is a broker-dealer; (f) any special purpose entity (including any special purpose entity used for any Permitted Receivables Financing, Existing Receivables Facilities or any disposition in connection therewith), so long as such entity does not have any recourse to Azul or a Subsidiary thereof (or any of their respective assets); (g) any Person (and any Subsidiary thereof) that becomes a Subsidiary of Azul pursuant to an acquisition after the Issue Date permitted under this Indenture if, but only to the extent and for so long as, such Person (and any Subsidiary thereof) is prohibited from becoming a Guarantor or providing a guarantee pursuant to the terms of Acquired Indebtedness with respect thereto, but only until such prohibition no longer exists; (h) any Subsidiary if the provision of a guarantee could reasonably be expected to result in material adverse tax consequences to Azul or any Guarantor, or any of their material Subsidiaries, as determined by Azul in good faith; (i) any other Subsidiary with respect to which, in the reasonable good faith judgment of Azul, the burden or cost of providing a guarantee materially outweighs the benefits afforded thereby to the secured parties under the notes (provided that (x) the same determination is also made in respect

of the Senior Credit Facility and any other Additional First Lien Debt, and (y) such Subsidiary does not own any Specified Collateral); (j) any other Subsidiary that is not organized in Brazil, any state of the United States or the Cayman Islands; and (k) Azul Finance LLC; provided, that, notwithstanding any of the foregoing, no Subsidiary that owns or holds any Specified Collateral at any time shall constitute or be treated as an Excluded Subsidiary under this Indenture or for purposes of the Notes.

“Existing Receivables Facility” means any Receivables Financings in existence on the issue date.

“Expiration Date” has the meaning specified in Section 1.05(j).

“Extra Additional Amounts” has the meaning specified in Section 3.01(g).

“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) which could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction; provided that the Fair Market Value of any such asset or assets will be determined conclusively by the Board of Directors of Azul acting in good faith, and will be evidenced by a Board Resolution.

“Fiduciary Assignment” means a fiduciary assignment (cessão fiduciária) governed by Brazilian law.

“Fiduciary Sale” means a fiduciary sale (alienação fiduciária) governed by Brazilian law.

“First Lien Leverage Ratio” means, as of any date of determination, the ratio of (1) Funded First Lien Indebtedness as of such date of determination, plus any balance sheet liability for lease obligations, minus (a) unrestricted cash and Cash Equivalents of Azul and its Subsidiaries, (b) cash and Cash Equivalents of Azul and its Subsidiaries restricted in favor of the relevant Collateral Agent and/or other permitted pari passu senior secured Indebtedness and (c) accounts receivable (as determined in accordance with IFRS) that are or would be eligible receivables under Permitted Receivables Financings (including the Anticipation of credit card receivables in the ordinary course of business and consistent with past practice) (clauses (a) through (c) hereof, the “Netted Amounts”) to (2) TTM EBITDA of Azul.

“First Lien/Second Lien Intercreditor Agreement” means a customary first lien/second lien intercreditor arrangement that is reasonably satisfactory to the Collateral Agents (acting at the direction of the Trustee pursuant to the written direction of the Required Holders), it being understood that the Collateral Agents are authorized by this Indenture and the Holders of the Notes to and shall enter into the intercreditor agreement in the form attached hereto as Exhibit G without the written direction of the Required Holders.

“Fitch” means Fitch Ratings, Ltd. and its successors.

“Fixed Amount” has the meaning specified in Section 4.08(b)(v).

“Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of the aggregate amount of TTM EBITDA for such Person for the four most recent full fiscal quarters for which financial statements are required to be provided pursuant to Section 4.06 ending on or prior to the date of such determination to Fixed Charges for such Person for the four most recent full fiscal quarters for which financial statements are required to be provided pursuant to Section 4.06 ending on or prior to the date of such determination.

“Fixed Charges” means, with respect to any specified Person and its Subsidiaries for any period, the sum, without duplication, of:

(a) the Consolidated Interest Expense (net of interest income) of such Person and its Subsidiaries for such period to the extent that such interest expense is payable in cash (and such interest income is receivable in cash); plus

(b) the interest component of leases for such period to the extent that such interest component is related to lease payments payable in cash; plus

(c) other than for purposes of calculating Consolidated EBITDA, any scheduled principal payments due with respect to Indebtedness of such Person or any of its Subsidiaries or of another Person that is guaranteed by such specified Person or any of its Subsidiaries or secured by assets of such specified Person or any of its Subsidiaries in cash for such period by such specified Person and its Subsidiaries for such period; plus

(d) any interest expense actually paid in cash for such period by such specified Person or any of its Subsidiaries on Indebtedness of another Person that is guaranteed by such specified Person or any of its Subsidiaries or secured by a Lien on assets of such specified Person or any of its Subsidiaries; plus

(e) all dividends or distributions payable in cash on any series of Disqualified Capital Stock or Preferred Stock of such Person or any series of Disqualified Capital Stock or Preferred Stock of its Subsidiaries; plus

(f) the Aircraft rent expense of such Person and its Subsidiaries for such period to the extent that such Aircraft rent expense is payable in cash; plus

(g) other finance expense in the ordinary course of business of such Person and its Subsidiaries for such period to the extent that such finance expense is payable in cash.

all as determined on a consolidated basis in accordance with IFRS.

“Foreign Azul Fidelidade Card Receivables” means the net proceeds of any credit card and debit card receivables other than BRL Azul Fidelidade Credit Card and Debit Card Receivables.

“Foreign Azul Viagens Card Receivables” means the net proceeds of any credit card and debit card receivables other than BRL Azul Viagens Credit Card and Debit Card Receivables.

“Funded First Lien Indebtedness” means, without duplication, funded total Indebtedness of Azul and its Subsidiaries that is secured by the Collateral on a pari passu lien basis with the notes, excluding, for the avoidance of doubt, Indebtedness that is secured by a Lien on the Collateral that is expressly subordinated or junior to the Liens on the Collateral securing the Notes and the obligations under the Note Documents.

“Global Note” means a global note representing the Notes substantially in the form attached hereto as Exhibit A.

“Global Note Legend” means the following legend, printed in capital letters:

“UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK LIMITED PURPOSE TRUST COMPANY (“DTC”), TO THE ISSUER NAMED HEREIN (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE IN WHOLE SHALL BE LIMITED TO TRANSFERS TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY AND TRANSFERS OF THIS GLOBAL NOTE IN PART SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE AND REFERRED TO ON THE REVERSE HEREOF.

OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”) OR (II) (A) THE ACQUISITION, HOLDING AND SUBSEQUENT DISPOSITION OF THIS NOTE OR ANY INTEREST THEREIN BY SUCH PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS AND (B) NONE OF THE ISSUER, THE GUARANTORS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE “TRANSACTION PARTIES”) HAS ACTED AS THE PURCHASER’S OR TRANSFEREE’S FIDUCIARY (WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW, AS APPLICABLE), OR HAS BEEN RELIED UPON FOR ANY ADVICE, WITH RESPECT TO THE PURCHASER’S OR TRANSFEREE’S DECISION TO ACQUIRE THIS NOTE (OR ANY INTEREST THEREIN), UNLESS, SOLELY WITH RESPECT TO AN ACQUISITION IN WHICH AN AFFILIATE OF A TRANSACTION PARTY ACTS AS A FIDUCIARY TO THE PURCHASER OR TRANSFEREE, A STATUTORY OR ADMINISTRATIVE EXEMPTION APPLIES (ALL OF THE APPLICABLE CONDITIONS OF WHICH ARE SATISFIED) OR THE TRANSACTION IS NOT OTHERWISE PROHIBITED.”

“Government-backed Financing” means Indebtedness incurred by Azul or any of its Subsidiaries that is directly or indirectly provided by, funded using funds from or assets of, guaranteed by, insured by, or backed by, the government of Brazil, any other political subdivision thereof, whether state or local, and any agency, authority, instrumentality or regulatory body in Brazil, including (i) the National Civil Aviation Fund (Fundo Nacional de Aviação Civil), the Fundo Garantidor de Crédito (FGC), the Brazilian Development Bank (Banco Nacional de Desenvolvimento Econômico e Social—BNDES) (“BNDES”), the Brazilian Guarantees Agency (Agência Brasileira Gestora de Fundos Garantidores e Garantias - ABGF), the Brazilian Exportation Fund (Fundo de Garantia à Exportação - FGE) and the Brazilian Foreign Trade Guarantee Fund (Fundo Garantidor de Operações de Comércio Exterior – FGCE), and (ii) any other Person or entity pursuant to applicable law, rules, regulations and policies relating to the provision of financing or support to the Brazilian airline industry or any Brazilian airline, including, to the extent applicable from time to time, rules and regulations of the National Monetary Counsel (Conselho Monetário Nacional) of Brazil.

“Governmental Authority” means the government of the United States of America, Brazil, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank organization, or other entity exercising executive, legislative, judicial, taxing or regulatory powers or functions of or pertaining to government. Governmental Authority shall not include any Person in its capacity as an Airport Authority.

“guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person; provided that the term “guarantee” will

not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning.

“Guaranteed Obligations” has the meaning specified in Section 10.01.

“Guarantor” means (i) each of the Persons identified on Schedule I, and (ii) each Person that executes a supplemental indenture to this Indenture providing for the guarantee of the payment of the Notes, or any successor obligor under the Note Guarantee pursuant to Section 5.02, in each case unless and until such Guarantor is released from its Note Guarantee pursuant to this Indenture.

“H.15” has the meaning specified in the definition of “Treasury Rate.”

“Hedging Obligations” means, with respect to any Person, the obligations of such Person pursuant to any interest rate swap agreement (whether from fixed to floating or from floating to fixed), interest rate cap agreements, foreign currency exchange agreement, interest rate collar agreement, option or futures contract or other similar agreement or arrangement designed to protect such Person against changes in interest rates or foreign exchange rates.

“Holder” or “Holder of a Note” means the Person in whose name a Note is registered on the Registrar’s books.

“IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board, as in effect from time to time.

“Immaterial Subsidiary” means, at any date of determination, each of the Subsidiaries of Azul (a) whose total assets as of the last day of the fiscal quarter of Azul most recently ended were less than $37,500,000 at such date and (b) whose gross revenues for the last four fiscal quarter period of Azul most recently ended were less than 2.5% of the consolidated gross revenues of Issuer and its Subsidiaries for such four fiscal quarter period, in each case determined in accordance with IFRS; provided that Subsidiaries that are not Guarantors solely because they do not meet the thresholds set forth in clauses (a) and (b) shall have assets in the aggregate of less than $75,000,000 as of the last day of the fiscal quarter of Azul most recently ended and less than 5.0% of the consolidated gross revenues of Azul and its Subsidiaries for the last four fiscal quarter period of Azul most recently ended; provided further that, Azul 1L Creditors’ Entity Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and Azul 2L Creditors’ Entity Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands shall be deemed to be Immaterial Subsidiaries for 120 days after the Issue Date.

“Indebtedness” means, with respect to any Person, without duplication:

(a) the principal of and premium, if any, in respect of (i) indebtedness of such Person for money borrowed and (ii) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; provided, however, that any warrants that by reason of their accounting treatment

under IAS32 would be treated as a financial liability shall not be construed as Indebtedness solely as the result of such treatment;

(b) all Capitalized Lease Obligations of such Person;

(c) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but in each case excluding trade accounts payable or other short-term obligations, in each case arising in the ordinary course of business and any earn out obligation, purchase price adjustment or other similar obligation until such obligation (A) becomes a liability on the balance sheet of such Person (excluding the footnotes thereto) in accordance with IFRS and (B) has not been paid within 30 days after becoming due and payable following the expiration of any dispute resolution mechanics set forth in the applicable agreement governing the applicable transaction);

(d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar instrument (other than obligations with respect to letters of credit securing obligations entered into in the ordinary course of business of such Person if, to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);

(e) all net obligations due and payable under Hedging Obligations of such Person (except that in no event shall such obligations be deemed “Indebtedness” for any calculation of the Total Leverage Ratio, the First Lien Leverage Ratio, the Senior Secured Leverage Ratio or any other financial ratio under this Indenture);

(f) all obligations of the type referred to in clauses (a) through (e) of other Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any guarantee (other than obligations of other Persons that are customers or suppliers of such Person for which such Person is or becomes so responsible or liable in the ordinary course of business to (but only to) the extent that such Person does not, or is not required to, make payment in respect thereof);

(g) all obligations in respect of any Disqualified Capital Stock; and

(h) all obligations of the type referred to in clauses (a) through (e) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets or the amount of the obligation so secured.

Sales of pre-paid Loyalty Program Currency or any similar transaction consistent with past-practice shall not constitute “Indebtedness”.

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the provisions hereof.

“Initial Investors” means each of (i) the “Backstop Commitment Parties” (as defined in the Joint Chapter 11 Plan of Reorganization of Azul S.A. and its debtor affiliates filed under the Cases (the “Plan”)), (ii) American Airlines Group Inc., (iii) United Airlines Holdings Inc., (iv) David Neeleman and (v) the officers, directors, managers, employees and members of management of Azul and/or any subsidiary of Azul and their immediate family members and any trust, partnership or other bona fide estate-planning vehicle thereof.

“Initial Notes” means the $1,375,000,000 in aggregate principal amount of Notes issued on the Issue Date.

“Instructions” has the meaning specified in Section 11.03.

“IntelAzul” means IntelAzul S.A., a Brazilian corporation (sociedade por ações).

“Intercompany Loan Agreements” means one or more loan agreements (including amendments and restatements of existing loan agreements) dated on or about the Issue Date between Azul Investments LLP, as lender, and Azul Linhas, as borrower.

“Intercreditor Agreement” means the Pari Passu Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, as applicable.

“interest” on a Note means the interest on such Note (including any Additional Amounts payable by the Issuer in respect of such interest).

“Interest Payment Date” means the Payment Date of an installment of interest on the Notes.

“Investments” means, with respect to any Person, any:

(a) direct or indirect loan, advance or other extension of credit (including, without limitation, a guarantee or assumption of Indebtedness) to any other Person (other than advances or extensions of credit to customers in the ordinary course of business);

(b) capital contribution (by means of any transfer of cash or other property or contract to others or any payment for property or services for the account or use of others) to any other Person;

(c) any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person; or

(d) advances by such Person for future capital contributions in any other Person.

“Investment” will exclude (i) accounts receivable or deposits arising in the ordinary course of business and (ii) ordinary course capital expenditures. “Invest,” “Investing” and “Invested” have corresponding meanings.

“IP Co” means Azul IP Cayman Ltd.

“IP HoldCo” means Azul IP Cayman Holdco Ltd.

“IP Parties” means IP HoldCo and IP Co.

“issue” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be issued by such Subsidiary at the time it becomes a Subsidiary; and the term “issuance” has a corresponding meaning.

“Issue Date” means February 6, 2026.

“Issuer” has the meaning specified in the preamble of this Indenture until a successor replaces the applicable entity in accordance with the applicable provisions of this Indenture and, thereafter, includes such successor.

“Issuer Substitution Documents” has the meaning specified in Section 5.03(a).

“ITU” has the meaning specified in the definition of “Excluded Assets.”

“legal defeasance option” has the meaning specified in Section 8.01(b).

“LGPD” means the Brazilian Federal Law No. 13,709, dated August 14, 2018, as amended (the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados Pessoais)).

“Lien” means any lien, mortgage, pledge, security interest, encumbrance, conditional sale or other title retention agreement or other similar lien; provided that in no event shall an operating or non-finance lease be deemed to constitute a Lien.

“Loyalty Program” means (a) any customer loyalty program available to individuals (i.e., natural persons) that grants members in such program Currency based on a member’s purchasing behavior and that entitles a member to accrue and redeem such Currency for a benefit or reward, including flights and/or other goods and services, or (b) any other membership program (including a subscription-based product) available to individuals (i.e., natural persons) that grants members in such program benefits in connection with travel on an airline, including reduced costs on airfare, bag fees and upgrades.

“Maturity” means, when used with respect to any Note, the date on which the outstanding principal of and interest on such Note becomes due and payable as therein or herein provided, whether by declaration of acceleration, call for redemption or otherwise.

“Member Profile Data” means, with respect to each member of the Azul Fidelidade Program and to the extent in the possession or control of Azul or any of its Subsidiaries, such member’s (i) name, mailing address, email address, and phone numbers, (ii) communication consent preferences, (iii) total Currency balance, (iv) third party engagement history, (v) accrual and redemption activity, including any data related to member segment designations or member segment activity or qualifications, (vi) Azul Fidelidade Program account or membership number, and (vii) member status. For the avoidance of doubt, Member Profile Data excludes (A) Azul Traveler Data, (B) any data relating to Azul Viagens Business transactions made by members of the Azul Fidelidade Program that is analogous to the Azul Traveler Data, and (C) any data relating to Azul Cargo Business transactions made by customers of the Azul Cargo Business.

“Minimum Rating” means a rating of BB or higher by Standard & Poor’s or Fitch or Ba2 or higher by Moody’s.

“Moody’s” means Moody’s Investors Service, Inc. and its successors and assigns.

“Netted Amounts” has the meaning specified in the definition of “First Lien Leverage Ratio.”

“Non-Guarantor Subsidiary” means any Subsidiary of Azul that is not a Guarantor.

“Note Documents” means this Indenture, the Notes, the Collateral Documents and other documents in furtherance or connection therewith executed by the Note Parties.

“Note Guarantee” means the guarantee of the Notes by a Guarantor pursuant to this Indenture.

“Note Parties” has the meaning specified in the preamble of this Indenture.

“Notes” has the meaning specified in the preamble of this Indenture.

“Offering Memorandum” means the offering memorandum, dated January 30, 2026, relating to the sale of the Initial Notes.

“Officer” means the president or chief executive officer, any vice president, the chief financial officer, the legal representative, the treasurer or any assistant treasurer, or the secretary or any assistant secretary, of Azul, the Issuer or Guarantor or any other Person duly appointed by the shareholders or the Board Of Directors of Azul, the Issuer or Guarantor to perform corporate duties.

“Officers’ Certificate” means a certificate signed by any two (2) Officers of Azul, the Issuer or applicable Guarantor and delivered to the Trustee; provided, that, if any Guarantor has only one Officer, then only such Officer is required to sign any Officers’ Certificate.

“Opinion of Counsel” means a written opinion of legal counsel of recognized standing (who may be an employee of or counsel to Azul, the Issuer or any Guarantor.

“Outstanding” means, when used with respect to Notes, as of the date of determination, all Notes authenticated and delivered under this Indenture, except:

(a) Notes cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than Azul or the Issuer) in trust or set aside and segregated in trust by Azul or the Issuer (if Azul or the Issuer shall act as a Paying Agent) for the Holders of such Notes; provided that if such Notes are to be redeemed pursuant to Section 3.01, notice of such redemption has been duly given pursuant to this Indenture;

(c) Notes, except to the extent provided in Section 8.01 and 8.02, with respect to which Azul or the Issuer has effected a legal defeasance option and/or a covenant defeasance option as provided in Article 8; and

(d) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser or protected purchaser in whose hands such Notes are valid obligations of the Issuer;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Notes have given any request, demand, authorization, direction, consent, notice or waiver hereunder, Notes owned by Azul or any of its Subsidiaries shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, consent, notice or waiver, only Notes which a Responsible Officer of the Trustee has received written notice at its address specified herein of being so owned shall be so disregarded.

“Par Call Date” means February 15, 2028.

“Pari Passu Intercreditor Agreement” means a customary pari passu intercreditor arrangement that is reasonably satisfactory to the Collateral Agents (acting at the written direction of the Trustee pursuant to the written direction of the Required Holders), it being understood that the Collateral Agents are authorized by this Indenture and the Holders of the Notes to and shall enter into the intercreditor agreement in the form attached hereto as Exhibit H without the written direction of the Required Holders.

“Parts” means all appliances, parts, modules, accessories, furnishings and instruments, appurtenances and other equipment (including all inflight equipment, buyer-furnished and buyer-designated equipment) of whatever nature which may from time to time be incorporated or installed in or attached to any Aircraft or any Engine, and including all such parts removed from an Aircraft or Engine, so long as title thereto either (i) remains vested in the owner of such parts (provided such owner is not Azul or its Subsidiaries) or (ii) is subject to the Lien of any

applicable financing party, in each case until such parts have been replaced in accordance with the terms of any applicable lease or financing or security agreement.

“Paying Agent” means the Principal Paying Agent and any other Person authorized by the Issuer to pay the principal of or interest on any Notes on behalf of the Issuer hereunder.

“Payment Date” means an Interest Payment Date or the date on which payment of principal of the Notes is due.

“Permitted Holders” means any or all of the following (i) the Initial Investors or (ii) any person as to whom more than 50% of the Voting Stock of such person is beneficially owned (as such term is used in Rule 13d-3 under the Exchange Act) by one or more of the Persons specified in clause (i).

“Permitted Indebtedness” shall have the meaning specified in Section 4.08(b).

“Permitted Investments” means:

(a) Investments by Azul or any Subsidiary in the Issuer or a Guarantor;

(b) Investments by the Issuer or a Guarantor in Non-Guarantor Subsidiaries, made in the ordinary course of business or otherwise, in an aggregate amount not to exceed $50,000,000 at any one time outstanding;

(d) Investments by a Non-Guarantor Subsidiary in a Non-Guarantor Subsidiary;

(e) Investments in cash and Cash Equivalents;

(f) Investments in existence on the Issue Date;

(g) Investments received as a result of the bankruptcy or reorganization of any Person or taken in settlement of or other resolution of claims or disputes, and, in each case, extensions, modifications and renewals thereof;

(h) Investments made as a result of non-cash consideration received in connection with an Asset Sale;

(i) Investments in the form of Hedging Obligations for bona fide hedging purposes and not for speculative purposes;

(j) receivables owing to Azul or any Subsidiary created or acquired in the ordinary course of business;

(k) any Investment acquired solely in exchange for Qualified Capital Stock of Azul or any Subsidiary;

(l) payroll, travel, moving and other loans or advances to, or guarantees issued to support the obligations of, officers and employees, in each case in the ordinary course of business in an aggregate amount not to exceed $15,000,000 at any one time outstanding;

(m) extensions of credit, deposits, prepayment of expenses to, advances and other credits to distributors, customers, suppliers, utility providers, licensors, licensees, franchisees and other trade creditors in the ordinary course of business consistent with past practice;

(n) any Investment in Azul or any Subsidiary in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business consistent with past practice;

(o) Investments in the nature of deposits with respect to leases provided to third parties in the ordinary course of business;

(p) Investments in negotiable instruments received in the ordinary course and held for collection;

(q) Investments by Azul or any of the Subsidiaries in joint ventures in an aggregate amount not to exceed the greater of (i) $125,000,000 and (ii) 10% of TTM EBITDA;

(r) Investments in any Person in a Similar Business in an aggregate amount not to exceed the greater of (i) $125,000,000 and (ii) 10% of TTM EBITDA;

(s) Investments by Azul or any of the Subsidiaries in an aggregate amount not to exceed the greater of (i) $190,000,000 and (ii) 15% of TTM EBITDA;

(t) Investments constituting of Purchase Money Indebtedness;

(u) Investments consisting of advances and loans to Affiliates of Azul or any Subsidiary, in an aggregate amount not to exceed $10,000,000 at any one time outstanding;

(v) purchases and acquisitions of inventory, supplies, materials, services, equipment or similar assets in the ordinary course of business;

(w) Investments in any Person, if as a result of such Investment, such other Person becomes a Subsidiary of Azul, or such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all of its assets to Azul or a Subsidiary;

(y) (i) Investments of any Subsidiary acquired after the Issue Date, or of any Person acquired by, or merged into or consolidated or amalgamated with, Azul or any Subsidiary after the Issue Date, in each case, as part of an Investment otherwise permitted

under this Indenture to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of the relevant acquisition, merger, amalgamation or consolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted under clause (i) so long as no such modification, replacement, renewal or extension thereof increases the amount of such Investment except as otherwise permitted under this Indenture;

(z) Investments by Azul or any of its Subsidiaries in a special purpose vehicle in connection with a Permitted Receivables Financing or any Investment in any other Person in connection with a Permitted Receivables Financing;

(aa) Investments consisting of deposits, prepayments and other credits to suppliers, including advances of landing fees and other customary airport charges, and/or in the form of advances made to airport operators, ground handlers, distributors, suppliers, licensors and licensees, in each case, made in the ordinary course of business and/or consistent with past practice;

(bb) Investments in connection with the outsourcing of any service or function in the ordinary course of business;

(cc) extensions of credit, deposits, prepayment of expenses, advances and other credits to distributors, customers, suppliers, utility providers, licensors, licensees, franchisees and other trade creditors in the ordinary course of business consistent with past practice;

(dd) Investments constituting or related to any Aircraft Indebtedness permitted by this Indenture;

(ee) Investments in connection with (i) the making or financing of any pre-delivery, progress or other similar payments relating to the acquisition or financing of, and (ii) any deposits, security deposits or maintenance reserves with respect to, Engines, Spare Parts, Aircraft, airframes, Appliances, Parts or other equipment installed on such Engines, Spare Parts, Aircraft or air frames or any other related assets.

“Permitted Liens” means any of the following Liens:

(a) Liens securing Obligations in respect of the Notes;

(b) (i) Liens existing on the Issue Date (other than pre-existing Liens securing the DIP Notes), (ii) solely prior to the repayment in full of the DIP Notes substantially concurrently with the Escrow End Date with a portion of the proceeds of the Notes, pre-existing Liens securing the DIP Notes for which documentation for the release of such Lien shall have been executed, and (iii) solely in respect to clause (b)(i), any extension, renewal or replacement thereof that do not extend to any additional assets or property (and (A) after-acquired property that is affixed or incorporated into the property covered

by such Lien or financed by Permitted Indebtedness and (B) proceeds and products thereof, replacements, accessions or additions thereto and improvements thereon) (provided, for the avoidance of doubt, that upon the issue of the Notes, any Liens securing such Notes on the Issue Date shall be deemed incurred pursuant to clauses (a) and not under this clause (b));

(c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, provided that a reserve or other appropriate provision, if any, as shall be required by IFRS shall have been made in respect thereof and, with respect to Azul or any Subsidiary organized under the law of a jurisdiction outside of the United States, other Liens and privileges arising mandatorily by any requirement of law or regulation;

(d) (a) licenses, sublicenses, leases or subleases granted by Azul or any of the Subsidiaries to other Persons not materially interfering with the conduct of the business of Azul or any of the Subsidiaries and (b) any interest or title of a lessor, sublessor or licensor under any lease or license agreement permitted by this Indenture to which Azul or any Subsidiary is a party;

(e) Liens incurred or deposits made in the ordinary course of business in connection with statutory, regulatory and similar obligations (including Liens in connection with workers’ compensation and benefits, unemployment insurance and other labor and social security laws and regulations), including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, surety and appeal bonds, customs duties, bids, leases, government performance and return-of-money bonds, warranty requirements and other similar obligations (exclusive of obligations for the payment of borrowed money);

(f) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(g) Liens on patents, trademarks, service marks, trade names, copyrights, technology, know-how, processes and other intellectual property to the extent such Liens arise from the granting of licenses, sublicenses and similar rights to use such patents, trademarks, service marks, trade names, copyrights, technology, know-how, processes and other intellectual property to any Person in the ordinary course of business of Azul or any of the Subsidiaries;

(h) Liens on cash or Cash Equivalents securing letters of credit and/or reimbursement obligations in an aggregate amount not to exceed $200,000,000 with respect to letters of credit;

(i) [reserved];

(j) Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings, provided that appropriate reserves (if any) required pursuant to IFRS have been made in respect thereof;

(k) encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(l) deposits in the ordinary course of business securing liability for reimbursement obligations of insurance carriers providing insurance to Azul or its Subsidiaries and any Liens thereon;

(m) [reserved];

(n) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution;

(o) Liens on cash or Cash Equivalents securing Hedging Obligations;

(p) Liens to secure any Permitted Refinancing Indebtedness incurred in accordance with Section 4.08 if the applicable Refinanced Indebtedness has been secured by a Lien permitted under Section 4.17; provided that such new Liens:

(i) are no less favorable to the Holders of Notes and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and

(ii) do not extend to any property or assets other than the property or assets securing the applicable Refinanced Indebtedness;

(q) Liens on assets not constituting Specified Collateral securing Indebtedness or other obligations of a Subsidiary owing to Azul or any Subsidiary; provided that any such Liens that constitute an Investment shall be permitted pursuant to Section 4.16;

(r) Liens securing Acquired Indebtedness not incurred in connection with, or in anticipation or contemplation of, the relevant acquisition, merger or consolidation; provided that

(i) such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by Azul or a Subsidiary and were not granted in connection with, or in anticipation of the incurrence of such Acquired Indebtedness by Azul or a Subsidiary; and

(ii) such Liens do not extend to or cover any property of Azul or any Subsidiary other than the property that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of Azul or a Subsidiary and are no more favorable to the lienholders than the Liens securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by Azul or a Subsidiary;

(s) Liens securing Purchase Money Indebtedness permitted under Section 4.08(b)(xvi); provided that:

(i) the related Purchase Money Indebtedness does not exceed the cost of such property and will not be secured by any property of any Guarantor, Azul or any Subsidiary other than the property so acquired; and

(ii) the Lien securing such Indebtedness is created within 180 days of such acquisition;

(t) Liens in respect of Capitalized Lease Obligations incurred to finance the acquisition, ownership, or leasing or operation of property of a Subsidiary or Azul or incurred in respect of Sale and Leaseback Transactions permitted under this Indenture on assets or property sold and leased back in such Sale and Leaseback Transaction; provided that such type of property is used or useful in the business of the type in which Azul and the Subsidiaries are engaged in as of the Issue Date and such Liens secure solely the property so acquired, leased, constructed, repaired, replaced or improved with the proceeds of such Capitalized Lease Obligations and proceeds and products thereof, replacements, accessions or additions thereto and improvements thereon and customary security deposits with respect thereto;

(u) Liens on the Collateral securing any Permitted Ratio Debt incurred pursuant to Section 4.08(b)(vi)(x) ranking equally and ratably with Liens securing the Notes and the obligations under the Note Documents, which may be a pari passu first lien on the Collateral in accordance with a Pari Passu Intercreditor Agreement;

(v) Liens on assets of Azul or any Subsidiary that do not constitute Collateral securing Indebtedness permitted to be incurred pursuant to Section 4.08(b)(iii);

(w) Liens in favor of Credit Card Processors in connection with credit card processing services incurred in the ordinary course of business and consistent with past practices;

(x) Liens on the Collateral securing any Permitted Ratio Debt incurred pursuant to Section 4.08(b)(vi)(y), the available amount of the Fixed Amount and the Prepay Amount ranking junior to the Liens on the Collateral securing the Notes and the obligations under the Note Documents, subject to the terms of a First Lien/Second Lien Intercreditor Agreement (any such Permitted Ratio Debt so secured in reliance of this clause (x), the “Second Lien Debt”);

(y) Liens on Aircraft, Spare Parts and Engines (and any insurance policies and insurance proceeds therefrom) and any related assets incidental thereto securing Aircraft Indebtedness constituting Permitted Indebtedness;

(z) [reserved];

(aa) (i) Liens, if any, on accounts receivable and related assets and property pursuant to Permitted Receivables Financings or Existing Receivables Facilities and (ii) Liens, if any, on property or assets of the type held by or transferred pursuant to an Existing Receivables Facility in existence immediately prior to the Issue Date and the rights of the Issuer and the Guarantors with respect thereto pursuant to (A) agreements under an Existing Receivables Facility and (B) any amendment, supplement, modification or any Permitted Refinancing Indebtedness thereof, other than the Collateral Receivables;

(bb) (i) any overdrafts and related liabilities arising from treasury, netting, depository and cash management services or in connection with any automated clearing house transfers of funds, in each case as it relates to cash or Cash Equivalents, if any, and entered into in the ordinary course of business and (ii) Liens arising by operation of law or contract or that are contractual rights of set off in favor of the depository bank in respect of any deposit account or securities account, provided that such liabilities or Liens have not or would not reasonably be expected to have a material adverse effect;

(cc) salvage or similar rights of insurers, if any, in each case as it relates to any Aircraft, airframe, Engine or Spare Parts;

(dd) Liens to the extent arising out of judgments, attachments or awards which do not, in the aggregate, constitute an Event of Default hereunder;

(ee) Liens with respect to obligations that do not exceed in the aggregate $25,000,000 at any one time outstanding;

(ff) rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by Azul or any Subsidiary or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof, in each case, so long as such rights do not interfere in any material respect with the business of Azul and its Subsidiaries, taken as a whole;

(gg) Liens on cash and Cash Equivalents that are earmarked to be used to satisfy or discharge Indebtedness in connection with any renewal, refund, refinancing, replacement, exchange, defeasance or discharge thereof and in favor of the applicable lenders or holders thereof; provided that (a) such cash and/or Cash Equivalents are deposited into an account from which payment is to be made, directly or indirectly, to such lenders or holders, (b) such Liens extend solely to the account in which such cash and/or Cash Equivalents are deposited and are solely in favor of such lenders or holders and (c) the satisfaction or discharge of such Indebtedness is expressly permitted hereunder;

(hh) any extension, modification, renewal or replacement of the Liens described in the clauses above, provided that such extension, modification, renewal or replacement does not increase the amount of Indebtedness or obligations associated therewith or extend to any other property not previously subject to such Liens; and

(ii) any Liens on assets of Azul or any Subsidiary that do not constitute Collateral securing obligations under any Government-backed Financing (or similar facilities guaranteed by or for which other forms of credit support are provided by BNDES, or any other Brazilian governmental development bank or credit agency or any international or multilateral development bank, government-sponsored agency, export-import bank or official export-import credit insurer).

“Permitted Ratio Debt” means the Indebtedness incurred in reliance on the available Fixed Amount, Ratio Amount and Prepay Amount.

“Permitted Receivables Financing” means one or more transactions, agreements or arrangements pursuant to which accounts receivable (including any bills of exchange) and related assets and property from time to time originated, acquired or otherwise owned by Azul or any Subsidiary are anticipated (antecipação de recebíveis), sold or otherwise permanently transferred to, or financed by (in the case of financings, so long as not secured by the Collateral), one or more third parties (each a “Receivables Financing”); provided that, except in respect of Permitted Receivables Financings in an aggregate amount of Indebtedness outstanding at any time not to exceed, the greater of (i) $125,000,000 and (ii) 10.0% of TTM EBITDA, liabilities in respect of any such sale, transfer or financing shall be non-recourse to Azul or any Subsidiary (other than with respect to the accounts receivable or related assets and property subject to such Permitted Receivables Financing).

“Permitted Refinancing Indebtedness” means with respect to any Indebtedness (other than the DIP Notes) permitted hereunder (the “Refinanced Indebtedness”), the incurrence of any Indebtedness in exchange for or as a replacement of, or the net proceeds of which are to be used for the purpose of any refinancing, refunding, replacing, redeeming, repurchasing, defeasing, acquiring, repaying, prepaying, retiring or extinguishing such Indebtedness (collectively, to “Refinance” or a “Refinancing” or “Refinanced”); provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Refinanced Indebtedness except by an amount (the “Additional Refinancing Amount”) equal to unpaid accrued interest thereon plus defeasance

costs, other amounts paid, and fees, commissions and expenses (including upfront fees or similar fees, original issue discount or initial yield payments) incurred, in connection with such Refinancing, (b) the Indebtedness resulting from such Refinancing has a final maturity date equal to or later than the earlier of the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being Refinanced, (c) if the Refinanced Indebtedness is subordinated in right of payment to the Notes, Indebtedness resulting from such Refinancing is subordinated in right of payment to the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Refinanced Indebtedness, (d) the Indebtedness resulting from such Refinancing shall not provide for a mandatory prepayment, sinking funds or similar terms that are more onerous to Azul or applicable Subsidiary than the terms of the Refinanced Indebtedness, and (e) neither Azul nor any other Subsidiary that was not an obligor with respect to the Refinanced Indebtedness shall be an obligor under such Refinancing. It is further understood and agreed that a Permitted Refinancing Indebtedness includes (a) successive incurrence of Permitted Refinancing Indebtedness of the same initial Indebtedness and (b) any refinancing of any Aircraft, Engines or Spare Parts lease or debt obligations of Azul or any of the Subsidiaries.

“Person” means any natural person, corporation, division of a corporation, partnership, exempted limited partnership, limited liability company, trust, joint venture, association, company, exempted company, estate, unincorporated organization, Airport Authority or Governmental Authority or any agency or political subdivision thereof.

“Personal Data” means (i) any information or data that alone or together with any other data or information can be used to identify, directly or indirectly, a natural person or otherwise relates to an identified or identifiable natural person and (ii) any other information or data considered to be personally identifiable information or data under applicable law.

“Plan” has the meaning specified in the definition of “Initial Investors.”

“Pledged Intellectual Property” has the meaning specified in the definition of “Collateral.”

“Preferred Stock” means, with respect to any Person, any and all preferred or preference stock or other similar Capital Stock (however designated) of such Person whether outstanding or issued after the date of this Indenture.

“Prepay Amount” has the meaning specified in Section 4.08(b)(vii).

“principal” of a Note means the principal amount of such Note.

“Principal Paying Agent” means UMB Bank, National Association, until a successor Principal Paying Agent shall have become such pursuant to the applicable provisions of this Indenture, and, thereafter, “Principal Paying Agent” shall mean such successor Principal Paying Agent.

“Pro Forma Basis” or “pro forma effect” means, with respect to any determination of any financial ratio, Consolidated EBITDA or Consolidated Net Income (including component definitions thereof), that each Subject Transaction shall be deemed to have occurred as of the first day of the applicable period (or with respect to any determination pertaining to the balance sheet, including the acquisition of cash and Cash Equivalents in connection with an acquisition of a Person, business line, unit, division or product line, as of the last day of such period) with respect to any test or covenant for which such calculation is being made.

“Public Company Costs” means charges associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and charges relating to compliance with the provisions of the Securities Act and the Exchange Act (and, in each case, any similar requirement of law under any other applicable jurisdiction), as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, directors’ or managers’ compensation, fees and expense reimbursement, charges relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance, listing fees and all executive, legal and professional fees and costs related to the foregoing.

“Purchase Money Indebtedness” means Indebtedness incurred for the purpose of financing or refinancing all or any part of the purchase price, leasing, operation or other cost of construction or improvement of any property (including Aircraft, Engines, Spare Parts and other equipment, including, for the avoidance of doubt, Aircraft Indebtedness); provided that the aggregate principal amount of such Indebtedness does not exceed such purchase price or cost, including any refinancing of such Indebtedness that does not increase the aggregate principal amount (or accreted amount, if less) thereof as of the date of the refinancing; provided further that such property is used or useful in the business of the type in which Azul and the Subsidiaries are engaged in as of the Issue Date.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock and any warrants, rights or options to purchase or acquire Capital Stock that is not Disqualified Capital Stock that are not convertible into or exchangeable into Disqualified Capital Stock.

“Qualified Merger Jurisdiction” means (a) the United States of America, any State thereof or the District of Columbia; (b) the Cayman Islands or (c) any other country (or political subdivision thereof) that is a member country of the European Union or of the Organization for Economic Co-operation and Development on the date hereof.

“Rating Agency” means Moody’s and, solely for purposes of the definition of “Ratings Decline,” Fitch. If Fitch or Moody’s are not making ratings of the Notes publicly available, Azul may select an internationally recognized U.S. rating agency or agencies, as the case may be, which will substitute Fitch or Moody’s, as the case may be.

“Ratings Decline” means that at any time within 90 days (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible

downgrade by any Rating Agency) after the date of public notice of a Change of Control, or of the Issuer’s or the Guarantor’s, as the case may be, intention or that of any Person to effect a Change of Control, (i) if three Rating Agencies are providing a rating for the Notes on the date of such public notice, the then applicable rating of the Notes from at least two (2) of the Rating Agencies is decreased by one or more categories or (ii) if two (2) or fewer Rating Agencies are providing a rating for the Notes on the date of such public notice, the then applicable rating of the Notes from at least one of the Rating Agencies is decreased by one or more categories; provided that any such Ratings Decline is in whole or in part as a result of such Change of Control. Notwithstanding the foregoing, no Ratings Decline shall be deemed to have occurred as a result of such Change of Control unless and until such Change of Control has been consummated. For the avoidance of doubt, the failure by the Issuer to obtain any then-applicable rating from any Rating Agency during the period referenced above shall be deemed a Ratings Decline.

“Ratio Amount” has the meaning specified in Section 4.08(b)(vi).

“Receivables” shall mean all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation, all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property, each as defined under the UCC, together with all of any grantor’s rights, if any, in any goods or other property giving rise to such right to payment and all Supporting Obligations (as defined under the UCC) related thereto and all Receivables Records.

“Receivables Financing” has the meaning specified in the definition of “Permitted Receivables Financing.”

“Receivables Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records (as defined under the UCC) evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records (as defined under the UCC), ledger sheets or cards, invoices and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of a grantor or any computer bureau or agent from time to time acting for a grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors, secured parties or agents thereof, and certificates, acknowledgments or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or non-written forms of information related in any way to the foregoing or any Receivable.

“Record Date” means, when used with respect to the interest on the Notes payable on any Interest Payment Date, the fifteenth calendar day (whether or not a Business Day) immediately preceding such Interest Payment Date.

“Redemption Date” means, when used with respect to any Note to be redeemed pursuant to Section 3.01, the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price” means, when used with respect to any Notes to be redeemed pursuant to Section 3.01, the price at which it is to be redeemed pursuant to this Indenture.

“Refinance”, “Refinancing”, “Refinanced” and “Refinanced Indebtedness” shall have the meanings specified in the definition of “Permitted Refinancing Indebtedness”.

“Register” means that certain register held and updated by the Registrar.

“Registrar” means UMB Bank, National Association, until a successor Registrar shall have become such pursuant to the applicable provisions of this Indenture, and, thereafter, “Registrar” shall mean such successor Registrar.

“Regulation S” means Regulation S under the Securities Act, as in effect from time to time.

“Regulation S Global Note” means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend, the Securities Act Legend and the Regulation S Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Global Note Legend” means the following legend, printed in capital letters:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON, UNLESS SUCH NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THE FOREGOING SHALL NOT APPLY FOLLOWING THE EXPIRATION OF FORTY DAYS FROM THE LATER OF (I) THE DATE ON WHICH THESE NOTES WERE FIRST OFFERED AND (II) THE DATE OF ISSUANCE OF THESE NOTES.”

“Related Judgment” has the meaning specified in Section 11.11(a).

“Related Person” has the meaning specified in Section 12.07(b).

“Related Proceedings” has the meaning specified in Section 11.11(a).

“Remaining Life” has the meaning specified in the definition of “Treasury Rate.”

“Required Holders” means, at any time, Holders of not less than a majority in principal amount of the Notes Outstanding at such time.

“Responsible Officer” means any officer of the Trustee or the Collateral Agents or any other Agent in with direct responsibility for the administration of this Indenture and also, with respect to a particular matter, any other officer, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Restricted 144A Global Note” means one or more permanent Global Notes in definitive fully registered form without interest coupons sold to “qualified institutional buyers” (as such term is defined in Rule 144A) pursuant to Rule 144A.

“Restricted Payment” has the meaning specified in Section 4.16(a).

“Restricted Period” means the relevant 40-day distribution compliance period as defined in Regulation S.

“Restructuring Support Agreement” means one or more restructuring support agreements filed in connection with Azul’s and the other debtors’ debtors-in-possession Chapter 11 cases (the “Cases”) in the United States Bankruptcy Court for Southern District of New York filed on May 28, 2025.

“Route Authority” means any of such route authorities as the context requires, in each case whether or not such route authority is utilized at such time by Azul or its Subsidiaries and including, without limitation, any other route authority held by Azul or its Subsidiaries pursuant to concessions, authorizations, certificates, orders, notices and approvals issued by a competent Aviation Authority to Azul or its Subsidiaries from time to time, but in each case solely to the extent relating to such route authority.

“Rule 144A” means Rule 144A under the Securities Act, as in effect from time to time.

“Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing to the Issuer or any of its Subsidiaries of any property, whether owned by Azul or any of its Subsidiaries at the Issue Date or later acquired, which has been or is to be sold by Azul or any of its Subsidiaries to such Person.

“Sanctions” has the meaning specified in Section 11.20.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Lien Debt” has the meaning specified in clause (x) of the definition of “Permitted Liens.”

“Secured Parties” means, collectively, the Trustee, Registrar, Transfer Agent, Paying Agent, the Collateral Agents, the Holders and their respective successors and assigns.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securities Act Legend” means the following legend, printed in capital letters:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS THE DATE ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED UNDER RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREOF, ONLY (A) TO THE ISSUER, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (E) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

“Senior Credit Facility” has the meaning specified in the definition of “Additional First Lien Debt.”

“Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of (1) funded total Indebtedness secured by a Lien on the Collateral as of such date of determination, minus the Netted Amounts to (2) TTM EBITDA of Azul

“Similar Business” means any business, the majority of whose revenues are derived from (i) business or activities conducted by Azul and its Subsidiaries on the Issue Date, (ii) any business that is a natural outgrowth or reasonable extension, development or expansion of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing or (iii) any business that in Azul’s good faith business judgment constitutes a reasonable diversification of businesses conducted by Azul and its Subsidiaries.

“Slot(s)” means at any date of determination, the right and operational authority to conduct one landing or take-off operation at a specific time or during a specific time period at such airport and including, without limitation, slots, arrival authorizations and operating authorizations.

“Spare Parts” means all accessories, appurtenances or Parts of an Aircraft (except an Engine or propeller), Engine (except a propeller), a propeller or Appliance, that are to be installed at a later time in an Aircraft, Engine, propeller or Appliance (including “spare parts” (as defined in Section 40102 of Title 49)) including, in all cases, any replacements, substitutions or renewals therefor, and accessions thereto.

“Special Mandatory Redemption” has the meaning specified in Section 3.08.

“Special Mandatory Redemption Date” has the meaning specified in Section 3.08.

“Specified Collateral” means the Pledged Intellectual Property that is material to the business of Azul and its Subsidiaries (which, for the avoidance of doubt, excludes the Collateral Receivables subject to Anticipations consistent with past practice).

“Specified Courts” has the meaning specified in Section 11.11(a).

“Specified Jurisdictions” means Brazil, the Cayman Islands and the United States.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“Stated Maturity” means (i) with respect to any Indebtedness or security, the date specified in the documentation governing such Indebtedness or such security as the fixed date on which the principal of such Indebtedness or security is due and payable, including pursuant to any mandatory repayment or redemption provision (but excluding any provision providing for the repayment or repurchase of such Indebtedness or security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred) and (ii) with respect to the Notes, February 15, 2031.

“Subject Transaction” means, with respect to any period, (a) the Transactions, (b) any acquisition or similar Investment, whether by purchase, merger, amalgamation or otherwise, of all or substantially all of the assets of, or any business line, unit or division of, any Person or any facility, or of a majority of the outstanding Capital Stock of any Person (and in any event including any Investment in (x) any Subsidiary the effect of which is to increase Azul’s or any

Subsidiary’s respective equity ownership in such Subsidiary or (y) any joint venture for the purpose of increasing Azul’s or a Subsidiary’s ownership interest in such joint venture), in each case that is permitted by this Indenture, (c) any disposition of all or substantially all of the assets or Capital Stock of a subsidiary or joint venture (or any business unit, line of business or division of Azul or a Subsidiary) not prohibited by this Indenture, (d) any incurrence or repayment of Indebtedness (other than revolving Indebtedness), (f) any cost saving initiative and/or (g) any other event that by the terms of this Indenture or other notes document requires pro forma compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a Pro Forma Basis.

“Subordinated Indebtedness” means, with respect to Azul or any Subsidiary, any Indebtedness of Azul or such Subsidiary, as the case may be, which is expressly subordinated in right of payment to the Notes or the relevant Note Guarantee, as the case may be.

“Subsidiary” means, in respect of any specified Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person. Unless specified otherwise, any reference to a “Subsidiary” shall be deemed to be a reference to a Subsidiary of Azul.

“Substituted Issuer” has the meaning specified in Section 5.03.

“Taxes” has the meaning specified in Section 4.05(a).

“Taxing Jurisdiction” has the meaning specified in Section 4.05(a).

“Total Leverage Ratio” means, as of any date of determination, the ratio of (1) funded total Indebtedness (which shall include, for the avoidance of doubt, Aircraft Indebtedness) of Azul and the Subsidiaries as of such date of determination, minus the Netted Amounts to (2) TTM EBITDA of Azul.

“Transaction Costs” means fees, premiums, expenses and other transaction costs (including original issue discount or upfront fees) payable or otherwise borne by Azul and or the Subsidiaries in connection with the Transactions and the transactions contemplated thereby.

“Transactions” means the consummation of the transactions contemplated by the Plan and Restructuring Support Agreement, including, without limitation, (a) the issuance of the Notes on the Issue Date, (b) any Equity Offering of Capital Stock contemplated thereunder and related transactions in connection therewith, (c) the repayment of the DIP Notes and (d) payment of Transaction Costs. Notwithstanding anything to the contrary herein, this Indenture shall not prohibit the consummation of the Transactions.

“Transfer Agent” means UMB Bank, National Association and any other Person authorized by the Issuer to effectuate the exchange or transfer of any Note on behalf of the Issuer hereunder.

“Travel Package Business” means the business of operating and providing travel products and services through the contracting, booking, and/or packaging together of one or more of the various components of a vacation, such as flights, hotels, cruises, car hire, transfers, other transportation, meals, guides, tours, activities, attractions, experiences and insurance.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer or Azul in accordance with the following two paragraphs:

The Treasury Rate shall be determined by the Issuer or Azul after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuer or Azul shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period (the “Remaining Life”) from the redemption date to the Par Call Date for the Notes; or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the following two yields: (x) one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than the Remaining Life, and (y) one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the redemption date, H.15 or any successor designation or publication is no longer published, the Issuer or Azul shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the U.S. Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no U.S. Treasury security maturing on the Par Call Date but there are two or more U.S. Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer or Azul shall select the U.S. Treasury security with a maturity date preceding the Par Call Date. If there are two or more U.S. Treasury securities maturing on the Par Call Date or two or more U.S. Treasury securities meeting the criteria of the preceding

sentence, the Issuer or Azul shall select from among these two or more U.S. Treasury securities the U.S. Treasury security that is trading closest to par based upon the average of the bid and asked prices for such U.S. Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable U.S. Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such U.S. Treasury security, and rounded to three decimal places.

The Issuer’s or Azul’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

“Trustee” means UMB Bank, National Association, as trustee, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture and, thereafter, “Trustee” shall mean such successor Trustee.

“TTM EBITDA” means, as of any date of determination, Consolidated EBITDA for Azul and its Subsidiaries for the then four most recently completed fiscal quarters for which financial statements have been delivered pursuant to Section 4.06.

“UCC” shall mean the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code or any successor provision thereof (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to the perfection or priority of any Lien on or otherwise with regard to any item or items of Collateral.

“U.S. Collateral Agent” means UMB Bank, National Association.

“U.S. Dollars” and “$” each mean the currency of the United States.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States is pledged and which are not callable at the Issuer’s option.

“U.S. Security Agreement” means the U.S. Security Agreement, dated as of the date hereof, by and among the Note Parties party thereto, as pledgors, and the U.S. Collateral Agent, as pledgee, for the benefit of the Secured Parties, substantially in the form attached as Exhibit F hereto.

“United Airlines” means United Airlines, Inc.

“United EIA” means the Equity Investment Agreement, dated as of November 7, 2025, between, inter alios, the Notes Parties and United Airlines.

“United States” and “U.S.” means the United States of America (including the States and the District of Columbia) and its territories, its possessions and other areas subject to its jurisdiction.

“USA Patriot Act” has the meaning specified in Section 11.16.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

Section 1.02.Rules of Construction.

(a)For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(i)the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(ii)the words “herein,” “hereof and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(iii)“or” is not exclusive; and

(iv)“including” means including, without limitation;

(v)any reference to an “Article,” a “Section” or an “Exhibit” refers to an Article, a Section or an Exhibit, as the case may be, of this Indenture.

(b)All accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with IFRS.

(c)For purposes of the definitions set forth in Article 1 and this Indenture generally, all calculations and determinations shall be made in accordance with IFRS and shall be based upon the consolidated financial statements of Azul and its Subsidiaries prepared in accordance with IFRS.

Section 1.03.Table of Contents; Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 1.04.Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to

other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate of an Officer of Azul or the Issuer may be based, insofar as it relates to legal matters, upon an opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of, or representations by, an Officer or Officers of Azul or the Issuer stating that the information with respect to such factual matters is in the possession of Azul or the Issuer, as applicable, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two (2) or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one (1) instrument.

Section 1.05.Acts of Holders.

(a)(i) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to Azul, the Issuer and the Guarantors. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee, the Issuer and the Guarantors, if made in the manner provided in this Section 1.05.

(i)The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved (1) by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof or (2) in any other manner deemed reasonably sufficient by the Trustee. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The authority of the Person executing the same may also be proved in any other manner deemed reasonably sufficient by the Trustee.

(c)The ownership of Notes shall be proved by the register of the Registrar.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee, the Issuer or the Guarantors in reliance thereon, whether or not notation of such action is made upon such Note.

(e)The Issuer may, at its option, by or pursuant to a Board Resolution, set a record date for purposes of determining the identity of Holders entitled to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, or to vote on any action authorized or permitted to be taken by Holders; provided that the Issuer may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in clause (f) below. Unless otherwise specified in such Board Resolution, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or vote or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation or vote. If any record date is set pursuant to this clause (e), the Holders on such record date, and only such Holders, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action (including revocation of any action), whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Notes, or each affected Holder, as applicable, on such record date. Promptly after any record date is set pursuant to this paragraph, the Issuer, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder in the manner set forth in Section 11.02.

(f)The Trustee may set any day as a record date for the purpose of determining the Holders entitled to join in the giving or making of (1) any notice of default under Section 6.01, (2) any declaration of acceleration referred to in Section 6.02 or (3) any direction pursuant to Section 6.07, 6.12 or 6.13. If any record date is set pursuant to this clause (f), the Holders on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Notes or each affected Holder, as applicable, on such record date. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Issuer’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Issuer and to each Holder in the manner set forth in Section 11.02.

(g)Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(h)Without limiting the generality of the foregoing, a Holder, including a Depositary that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and a Depositary that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depositary’s standing instructions and customary practices.

(i)The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depositary entitled under the procedures of such Depositary, if any, to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders; provided that if

such a record date is fixed, only the beneficial owners of interests in such Global Note on such record date or their duly appointed proxy or proxies shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such beneficial owners remain beneficial owners of interests in such Global Note after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date.

(j)With respect to any record date set pursuant to this Section 1.05, the party hereto that sets such record date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Notes in the manner set forth in Section 11.02, on or prior to both the existing and the new Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section 1.05, the party hereto which set such record date shall be deemed to have initially designated the 30th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this clause (j).

Article 2 THE NOTES

Section 2.01.Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Note set forth in Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such notations, legends or endorsements as may be required to comply with any law, stock exchange rule, agreement to which Azul is subject, if any, or usage, provided that any such notation, legend or endorsement is in a form acceptable to Azul.

The Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any stock exchange on which the Notes may be listed, if any, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Section 2.02.Execution, Authentication and Delivery.

(a)An Officer of the Issuer shall sign the Notes for the Issuer by manual, PDF or facsimile signature.

(i)If an Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

(ii)A Note shall not be valid until an authorized signatory of the Trustee or an Authenticating Agent manually or electronically signs the certificate of authentication on the Note upon Company Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated.

(iii)On the Issue Date, the Trustee or an Authenticating Agent shall authenticate and deliver the Initial Notes and, at any time and from time to time thereafter, any Additional Notes for original issue as set forth in Section 2.13 in each case upon a receipt of a Company Order.

(iv)The Notes shall be issued in fully registered form without coupons attached in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof (each, an “Authorized Denomination”).

(b)The Trustee may appoint an authenticating agent, with a copy of such appointment to the Issuer, to authenticate the Notes (the “Authenticating Agent”). Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an Authenticating Agent. An Authenticating Agent has the same rights as the Registrar or any Transfer Agent or Paying Agent or agent for service of notices and demands.

Section 2.03.Transfer Agent, Registrar and Paying Agent. (a) The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional paying agents, or transfer agents. The term “Paying Agent” includes any additional paying agent. The term “Registrar” includes any additional Registrar or co-registrar. The Issuer shall maintain a Paying Agent and Transfer Agent with offices in the United States.

(a)[Reserved].

(b)The Issuer shall enter into an appropriate agency agreement with any Registrar, Transfer Agent, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar, Paying Agent or Transfer Agent, in the United States, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Issuer or any Subsidiary may act as Paying Agent, Registrar, co-registrar or Transfer Agent. The Issuer initially appoints UMB Bank, National Association as Registrar, Paying Agent and Transfer Agent in connection with this Indenture and the Notes.

Section 2.04.Paying Agent to Hold Money in Trust. By 10:00 A.M. New York time no later than one (1) Business Day prior to each Payment Date on any Note, Azul or the Issuer shall deposit with the Principal Paying Agent in immediately available funds a sum sufficient to pay such principal and interest when so becoming due (including any Additional Amounts). The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee, all money held by such Paying Agent for the payment of principal and interest on the Notes and shall notify the Trustee of any default by the Issuer in making any such payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Principal Paying Agent and to account for any funds disbursed by it. Upon complying with this Section 2.04, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Each payment in full of principal, redemption amount, Additional Amounts or interest payable under the Notes and this Indenture in respect of any Note made by or on behalf of the Issuer, Azul or a Guarantor to or to the order of the Trustee in the manner specified herein or in the Notes on the date due shall be valid and effective to satisfy and discharge the obligation of Azul, the Issuer or such Guarantor, as the case may be, to make payment of principal,

redemption amount, Additional Amounts or interest payable hereunder and under the Notes on such date, provided, however, that the liability of the Trustee hereunder shall not exceed any amounts paid to it by the Issuer, Azul or such Guarantor, as the case may be, or held by it, on behalf of the Holders hereunder.

Section 2.05.Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable, the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee in writing, at least 15 Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders and the Trustee shall be permitted to fully rely with no liability therefor on the most recent list so provided.

Section 2.06.Transfer and Exchange.

(a)Interests in the Regulation S Global Note and the Restricted 144A Global Note shall be exchangeable or transferable, as the case may be, for physical delivery of definitive certificated Notes (“Certificated Notes”) if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within 90 days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes and a Holder has so requested in writing, provided that such transfer or exchange is made in accordance with the provisions of this Indenture and the Applicable Procedures and provided further that in no event shall the Regulation S Global Note be exchanged for Certificated Notes prior to (i) the expiration of the Restricted Period and (ii) the receipt by the Registrar of any certificates required under the provisions of Regulation S.

Upon receipt of notice by DTC or the Trustee, as the case may be, regarding the occurrence of any of the events described in the preceding paragraph, the Issuer shall use its best efforts to make arrangements with DTC for the exchange of interests in the Global Notes for individual Certificated Notes, and cause the requested individual Certificated Notes to be executed and delivered to the Trustee in sufficient quantities and authenticated by the Trustee for delivery to applicable Holders. In the case of Certificated Notes issued in exchange for the Restricted 144A Global Note, such Certificated Notes shall bear the Securities Act Legend. Upon the registration of transfer, exchange or replacement of Notes bearing such Securities Act Legend, or upon specific request for removal of the Securities Act Legend on a Note, the Issuer shall deliver only Notes that bear such Securities Act Legend, or shall refuse to remove such Securities Act Legend, as the case may be, unless there is delivered to the Issuer a certificate in the form of Exhibit C or Exhibit E, as the case may be, or such satisfactory evidence as may reasonably be required by the Issuer, which may include an Opinion of Counsel, that neither the Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities Act. The Trustee shall exchange a Note bearing the Securities Act Legend for a Note not bearing such Securities Act Legend only if it has been directed to do so in writing by the Issuer, upon which direction it may conclusively rely with no liability therefor.

(b)On or prior to the 40th day after the Issue Date, transfers by a DTC participant which is an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such interest through the Restricted 144A Global Note shall be made only in Authorized Denominations in accordance with the Applicable Procedures and upon receipt by

the Trustee or Transfer Agent of a written certification from the transferor of the beneficial interest in the form of Exhibit D to the effect that such transfer is being made to a Person who the transferor reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After such 40th day, such certification requirement shall no longer apply to such transfers.

(c)Transfers by a Holder of a Certificated Note bearing the Securities Act Legend or by a DTC participant of a beneficial interest in the Restricted 144A Global Note to a transferee who takes delivery of such interest through the Regulation S Global Note or in the form of a Certificated Note not bearing the Securities Act Legend shall be made only in Authorized Denominations upon receipt by the Trustee or Transfer Agent of a written certification from the transferor in the form of Exhibit C to the effect that such transfer is being made in accordance with Regulation S.

Beneficial interests in the Global Notes shall be shown on, and transfers thereof shall be effected only through records maintained by DTC and its direct and indirect participants, including Euroclear and Clearstream.

Transfers between participants in DTC shall be effected in the ordinary way in accordance with the Applicable Procedures and shall be settled in DTC’s Same Day Funds Settlement System and secondary market trading activity in such Notes shall therefore settle in immediately available funds. There can be no assurance as to the effect, if any, of settlements in immediately available funds on trading activity in the Notes. Transfers between participants in Euroclear and Clearstream shall be effected in the ordinary way in accordance with Applicable Procedures.

(d)Certificated Notes may be exchanged or transferred in whole or in part in the principal amount of Authorized Denominations by surrendering such Certificated Notes at the applicable Corporate Trust Office of the Trustee or any Transfer Agent with a written instrument of transfer as provided in this Indenture in the form of Exhibit B hereto duly executed by the Holder thereof or his attorney duly authorized in writing.

In exchange for any Certificated Note properly presented for transfer, the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered at the applicable Corporate Trust Office, to the transferee, or send by mail (at the risk of the transferee) to such address as the transferee may request, a Certificated Note or Notes, as the case may require, registered in the name of such transferee, for the same aggregate principal amount as was transferred. In the case of the transfer of any Certificated Note in part, the Trustee shall also promptly authenticate and deliver or cause to be authenticated and delivered at the applicable Corporate Trust Office, to the transferor, or send by mail (at the risk of the transferor) to such address as the transferor may request, a Certificated Note or Notes, as the case may require, registered in the name of such transferor, for the aggregate principal amount that was not transferred. No transfer of any Notes shall be made unless the request for such transfer is made by the registered Holder or his attorney duly authorized in writing at the applicable Corporate Trust Office and is accompanied by a completed instrument of transfer in the form of Exhibit B attached to the Note presented for transfer.

(e)Transfer, registration and exchange of any Note or Notes shall be permitted and executed as provided in this Section 2.06 without any charge to the Holder of any such Note or Notes other than any taxes or governmental charges or insurance charges payable on transfers or any expenses of delivery by other than regular mail, but subject to such reasonable regulations as the Issuer, the Registrar and the Trustee may prescribe.

The costs and expenses of effecting any exchange or registration of transfer pursuant to the foregoing provisions, except for the expense of delivery by other than regular mail (if any) and except for the payment of a sum sufficient to cover any tax or other governmental charges or insurance charges that may be imposed in relation thereto, shall be borne by the Issuer.

All Certificated Notes issued upon any exchange or registration of transfer of Notes shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits, as the Notes surrendered upon exchange or registration of transfer.

(f)The Trustee or the Transfer Agent shall effect transfers of Global Notes and Certificated Notes. In addition, the Registrar shall keep a register of the Notes and their ownership, exchange and transfer. The Transfer Agent shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Trustee of any exchange or registration of transfer of such Notes. Neither the Trustee nor any Transfer Agent shall register the exchange or the transfer of any Global Note or Certificated Note (or any portion of a Certificated Note) during the period of 15 days ending on the Record Date. The Trustee shall give prompt notice to the Issuer of any replacement, transfer, cancellation or destruction of the Notes.

(g)Upon any such exchange or registration of transfer of all or a portion of any Global Note for a Certificated Note or an interest in the Restricted 144A Global Note or the Regulation S Global Note for an interest in the other Global Note, the Global Note to be so exchanged shall be marked to reflect the reduction of its principal amount by the aggregate principal amount of such Certificated Note or the interest to be so exchanged for an interest in a Regulation S Global Note or a Restricted 144A Global Note. Until so exchanged in full, the Note shall in all respects be entitled to the same benefits under this Indenture as the Notes authenticated and delivered hereunder.

Section 2.07.

Section 2.08.Replacement Notes. If any Note at any time becomes mutilated, defaced, destroyed, stolen or lost, such Note may be replaced at the cost of the applicant (including reasonable legal fees of the Issuer, the Trustee, the Transfer Agent, the Registrar and the Paying Agents) at the office of the Trustee or any Transfer Agent, upon provision of, in the case of destroyed, stolen, mutilated or defaced beyond clear identification or lost Notes, evidence satisfactory to the Trustee, the Transfer Agent, the Registrar, the Paying Agents and the Issuer that such Note was destroyed, stolen, mutilated or defaced beyond clear identification or lost, together with such indemnity and/or security as the Trustee and the Issuer may require. Mutilated or defaced Notes must be surrendered before replacements shall be issued.

Each Note authenticated and delivered in exchange for or in lieu of any such Note shall carry rights to accrued and unpaid interest and to interest to accrue equivalent to the rights that were carried by such Note before such Note was mutilated, defaced, destroyed, stolen or lost.

Every replacement Note is an additional obligation of the Issuer and shall be entitled to the benefits of this Indenture.

Section 2.09.Temporary Notes. Subject to the provisions of Section 2.06(a), until Certificated Notes are ready for delivery, the Issuer may prepare and, upon receipt of a Company Order, the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes. As necessary, the Issuer shall prepare and, upon receipt of a Company Order, the Trustee shall authenticate Certificated Notes and deliver them in exchange for temporary Notes at the office or agency of the Issuer or the Trustee, without charge to the Holder. Until so exchanged, the temporary Notes shall be entitled to the same benefits under this Indenture as Certificated Notes.

Section 2.10.Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation accompanied with a Company Order directing it to cancel such Notes. The Transfer Agent and the Paying Agent shall forward to the Trustee, if they are not the same person, any Notes surrendered to them for transfer, exchange or payment. The Trustee or a Paying Agent and no one else shall cancel, and the Trustee shall destroy, in each case, in accordance with its customary procedures. The Issuer may not issue new Notes to replace Notes they have redeemed, paid or delivered to the Trustee for cancellation, which shall not prohibit the Issuer from issuing any Additional Notes. A Note does not cease to be outstanding because the Issuer, the Guarantors or any of their Affiliates holds such Note, except that such Notes will not be deemed to be Outstanding for voting purposes pursuant to and in accordance with the definition of “Outstanding” in Section 1.01.

Section 2.11.Defaulted Interest. If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay the defaulted interest (plus interest on such defaulted interest) at the Default Rate (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) to the extent lawful and not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Issuer to the Trustee of the proposed payment pursuant to this Section 2.10, such manner of payment shall be deemed practicable by the Trustee.

The Issuer may pay the Defaulted Interest to the Persons who are Holders of Notes on a subsequent special record date, which date shall be at least five (5) Business Days prior to the Payment Date of such Defaulted Interest. The Issuer shall fix or cause to be fixed any such special record date and Payment Date, and, at least 10 days before any such special record date, the Issuer shall deliver to each applicable Holder, with a copy to the Trustee, a notice that states the special record date, the Payment Date and the amount of Defaulted Interest to be paid.

Section 2.12.CUSIP and ISIN Numbers. The Issuer, in issuing the Notes, may use CUSIP and ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and ISIN numbers in notices as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any such notice shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee in writing of any change in CUSIP or ISIN numbers.

Section 2.13.Open Market Purchases. The Issuer or any of its Affiliates may at any time purchase Notes in the open market or otherwise at any agreed upon price. Any such purchased Notes shall not be resold, except in compliance with applicable requirements or exemptions under the relevant securities laws. Any such resold notes will have a separate CUSIP number unless they are fungible with the outstanding Notes for U.S. federal income tax purposes.

Section 2.14.Issuance of Additional Notes. The Issuer may, from time to time after the Issue Date, to the extent permitted under Section 4.08 and 4.17 and the other applicable provisions of this Indenture, without notice to or the consent of the Holders of the Notes, create

and issue Additional Notes in an unlimited aggregate principal amount having the same terms and conditions as the Initial Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall form a single series with the previously outstanding Notes and shall vote together as one class on all matters with respect to the Notes; provided that the Additional Notes will have a separate CUSIP number unless the Notes and the Additional Notes are fungible for U.S. federal income tax purposes. The Initial Notes and any Additional Notes will rank equally and any Additional Notes will be secured by the Collateral, equally and ratably with the Initial Notes. Unless the context requires otherwise, for all purposes of this Indenture and the Notes, references to the Notes include any Additional Notes actually issued.

With respect to any Additional Notes, the Issuer shall set forth in a Board Resolution and an (a) Officers’ Certificate or (b) a supplemental indenture to this Indenture, a copy of each which shall be delivered to the Trustee, the following information:

(a)the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(b)the issue price, the issue date and the “CUSIP” and “ISIN” number of any such Additional Notes and the amount of interest payable on the first payment date applicable thereto; and

(c)whether such Additional Notes shall be transfer restricted securities and issued in the same form as Initial Notes as set forth in Exhibit A to this Indenture; and if applicable, the Resale Restriction Termination Date relating to the Notes and the Restricted Period for such Additional Notes.

Article 3 REDEMPTION

Section 3.01.Redemption.

(a)Except as described in this Section 3.01 and Paragraph 8 of the form of Note set forth in Exhibit A, the Notes may not be redeemed prior to the applicable Maturity.

(b)On or after the Par Call Date, the Issuer may, at its option, redeem the Notes, in whole or in part, at the following redemption prices (expressed as percentages of the principal amount to be redeemed) if redeemed during the twelve-month period beginning on February 15 of the years indicated below, plus accrued and unpaid interest and any Additional Amounts thereon to, but excluding, the applicable Redemption Date:

Period	Redemption Price
2028	104.938	%
2029	102.469	%
2030 and thereafter	100.000	%

(c)At any time prior to the Par Call Date, the Notes will be redeemable, at the option of the Issuer at any time, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of Notes to be redeemed and (2) the present value at such Redemption Date of (i) the redemption price of the Notes at the Par Call Date (such redemption price being set forth in the table appearing above in clause (b)), plus (ii) all required interest payments that would otherwise be due to be paid during the period between the Redemption Date

and the Par Call Date (excluding accrued and unpaid interest and any Additional Amounts to the Redemption Date), in each case discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 50 basis points, plus, in either case accrued and unpaid interest and Additional Amounts, if any, on the principal amount being redeemed to such Redemption Date.

(d)At any time and from time to time prior to the Par Call Date, upon notice in accordance with Section 3.03, the Issuer may on any one or more occasions redeem up to 40% of the outstanding aggregate principal amount of the Notes with the net cash proceeds of one of more Equity Offerings at a redemption price equal to 109.875% of the aggregate principal amount thereof in the case of the Notes (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided that such redemption shall occur within 180 days after the closing of such Equity Offering. For the avoidance of doubt, the Issuer, not the Trustee, shall be responsible for calculating the applicable redemption price and make-whole premiums.

(e)In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a tender offer (including a Change of Control Offer and an Asset Sale Offer) and the Issuer or a third party purchases all of the Notes held by such Holders, the Issuer will have the right, on not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such tender offer (including a Change of Control Offer and an Asset Sale Offer), to redeem all of the Notes that remain outstanding following such purchase at a purchase price equal to the purchase price paid to each other Holder in such tender offer (which, in respect of a Change of Control offer, shall be the Change of Control Purchase Price), plus, to the extent not included in such purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the Redemption Date (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date).

(f)If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws or any regulations or rules (including a holding, judgement or order by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official interpretation, is announced on or after the Issue Date (or, if the Taxing Jurisdiction became a Taxing Jurisdiction on a later date, such later date), the Issuer, any Guarantor or any successor to the Issuer or such Guarantor has or will become obligated to pay Additional Amounts pursuant to Section 4.05 in excess of the Additional Amounts that would be payable if payments were subject to withholding or deduction at a rate of 15% (or a rate of 25% in the case that the Holder of the Notes is a resident of or domiciled in a jurisdiction considered a low or nil tax jurisdiction or a favorable tax jurisdiction for Brazilian tax purposes) (such excess, the “Extra Additional Amounts”), then the Issuer or any Guarantor, or any successor to the Issuer or such Guarantor, may, at its option, redeem all, but not less than all, of Notes, at a Redemption Price equal to 100% of their principal amount, together with accrued and unpaid interest to, but excluding, the date fixed for redemption (including any Additional Amounts which are then payable), upon publication of irrevocable notice not less than 30 days nor more than 60 days prior to the date fixed for redemption. For the avoidance of doubt, neither the Issuer nor any Guarantor, nor any successor to the Issuer or such Guarantor, shall have the right to so redeem Notes pursuant to this clause (f) unless it is or will become obligated to pay Extra Additional Amounts. Notwithstanding the foregoing, in the event that the Issuer, or any successor to the Issuer, or Guarantor or any successor to such Guarantor, elects to redeem a series of Notes, the Issuer and any Guarantor or any such successor shall not have the right to so redeem Notes unless it has taken commercially reasonable measures to avoid the obligation to pay Extra Additional Amounts. For the avoidance of doubt, commercially reasonable measures do not include changing the jurisdiction of incorporation of the Issuer or

any successor to the Issuer or the jurisdiction of organization of a Guarantor or any successor to a Guarantor.

In the event that the Issuer or any successor to the Issuer, or a Guarantor or any successor to such Guarantor, elects to so redeem Notes, it will deliver to the Trustee: (1) an Officers’ Certificate stating that the Issuer or any successor to the Issuer, or such Guarantor or successor to such Guarantor, is entitled to redeem Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or any successor to the Issuer, or such Guarantor or a successor to such Guarantor, to so redeem have occurred or been satisfied and that the obligation to pay such Extra Additional Amounts cannot be avoided by the Issuer or any successor to the Issuer, or such Guarantor or successor to such Guarantor taking commercially reasonable measures to avoid it; and (2) an Opinion of Counsel to the effect that (i) the Issuer, a Guarantor or any successor to the Issuer or such Guarantor has or will become obligated to pay Extra Additional Amounts, and (ii) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above. The Trustee shall accept, and will be entitled to fully rely with no liability therefor on, the certificate and opinion described in (1) and (2) of the preceding sentence as sufficient evidence of the satisfaction of the conditions precedent described therein, without further inquiry, in which event such certificate or opinion shall be conclusive and binding on the Holders.

Section 3.02.Notice to Trustee. If the Issuer elects to redeem Notes pursuant to Section 3.01 hereof, it shall notify the Trustee in writing of the Redemption Date and the Redemption Price. The Issuer shall calculate, or cause the calculation of, the Redemption Price of the Notes, and the Trustee shall have no duty to calculate, or verify the Issuer’s calculation of, the Redemption Price. The Issuer shall give each notice provided for in this Section 3.02 in an Officers’ Certificate (including the information required by Section 3.03) at least two (2) Business Days before notice of redemption is required to be sent to the applicable Holders pursuant to Section 3.03 (unless a shorter period shall be satisfactory to the Trustee).

Section 3.03.Notice of Redemption by the Issuer. In the case of redemption of Notes pursuant to Section 3.01, the notice of redemption provided to the Trustee pursuant to Section 3.02 shall be distributed at least 10 but not more than 60 days before the Redemption Date to each Holder of any Note to be redeemed by first-class mail at its registered address or in the case of Global Notes, by delivery via DTC pursuant to the Applicable Procedures. A notice of redemption may be subject to one or more conditions precedent, which shall be stated in the redemption notice. If such redemption is subject to the satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption may be delayed until such time (but no more than 60 days after the date of the notice of redemption) as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by such Redemption Date, or by the Redemption Date as so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.

The notice shall state:

(a)the Redemption Date;

(b)the Redemption Price;

(c)the name and address of the Paying Agents;

(d)if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(e)that Notes called for redemption must be surrendered to a Paying Agent to collect the Redemption Price;

(f)that, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on the Notes or portions thereof called for redemption will cease to accrue on and after the Redemption Date;

(g)the section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h)any conditions precedent to the redemption of such Notes;

(i)the CUSIP or ISIN number, if any;

(j)that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on such Notes; and

(k)the record date for such redemption.

At the Issuer’s request (which request may be revoked by the Issuer at any time prior to the time at which the Trustee shall have given such notice to the Holders), made in writing to the Trustee as described in Section 3.02, the Trustee shall give the notice of redemption in the name and at the expense of the Issuer reflecting the information provided by the Issuer. If, however, the Issuer gives such notice to the Holders, the Issuer shall concurrently deliver to the Trustee an Officers’ Certificate stating that such notice has been given.

Section 3.04.Deposit of Redemption Price. By 10:00 A.M. New York time on the Redemption Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the Redemption Price of and accrued and unpaid interest on the Notes other than Notes that have been delivered by the Issuer to the Trustee at least 10 days prior to the Redemption Date for cancellation.

Section 3.05.Effect of Redemption. If the Issuer complies with the provisions of Section 3.03 and 3.04, on and after the Redemption Date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. Upon surrender of any such Note for redemption in accordance with such notice, such Note shall be paid by the Issuer at the Redemption Price, together with accrued and unpaid interest, if any, to, but not including, the Redemption Date; provided, however, that installments of interest whose Interest Payment Date is on or prior to the Redemption Date shall be payable to the Holders of such Notes registered as such at the close of business on the relevant Record Dates according to their terms.

If any Note to be redeemed shall not be so paid upon surrender thereof in accordance with the Issuer’s instructions for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes (which may be the Default Rate). Upon such surrender to the Paying Agent, such Notes shall be paid at the applicable Redemption Price, plus accrued and unpaid interest to, but not including, the Redemption Date; provided, however, that installments of interest payable on or prior to the Redemption Date shall be payable to the

Holders of such Notes registered as such at the close of business on the relevant Record Date according to their terms.

Section 3.06.Selection of Notes to be Redeemed. If less than all of the outstanding Notes are to be redeemed, if the Notes are held through a depositary, such Notes will be selected for redemption pursuant to the Applicable Procedures or, if the Notes are held in definitive registered form, the Trustee will select such Notes to be redeemed in principal amounts of $200,000 and integral multiples of $1,000 in excess thereof. In the latter case, the Trustee may select the Notes to be redeemed by lot.

Section 3.07.Notes Redeemed In Part. Upon surrender of a Note that is redeemed in part, the Issuer shall issue, and upon receipt of a Company Order, the Trustee shall authenticate for the Holder thereof (at the Issuer’s expense) a new Note, equal in a principal amount to the unredeemed portion of the Note surrendered; provided that each new Note shall be in a principal amount of $200,000 or an integral multiple of $1,000 in excess thereof.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Note which has been or is to be redeemed.

Section 3.08.Special Mandatory Redemption. If each of the Transactions has not been consummated on or prior to the date that is three Business Days prior to the Escrow End Date , the Issuer will cause a notice of a Special Mandatory Redemption to be given to the Holders with a copy to the Trustee and Escrow Agent, no later than three Business Days prior to the Escrow End Date and the Notes will be redeemed on the Escrow End Date (such date, the “Special Mandatory Redemption Date”) unless such notice is revoked in accordance with this Section 3.08. Such notice of Special Mandatory Redemption will be revocable the Issuer until 11:00 a.m., New York City time, on the Business Day prior to the Escrow End Date. If the notice of Special Mandatory Redemption is not revoked as provided for herein, then the Escrow Agent shall, without the requirement of notice to or action by the Issuer, or any other Person, promptly deliver the Escrowed Funds to the Trustee on the Business Day immediately preceding the Special Mandatory Redemption Date for application to the redemption of all of the outstanding Notes at a redemption price equal to 100.0% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to, but not including, the Special Mandatory Redemption Date (the “Special Mandatory Redemption”). Neither the Escrow Agent nor the Trustee shall be responsible or liable for any shortfall in the Escrowed Funds to meet the requirements of the Special Mandatory Redemption.

Following the consummation of such Special Mandatory Redemption, any funds that remain in the Escrow Account will be disbursed to the Issuer, and the Escrow Account shall be terminated.

Article 4 COVENANTS

Section 4.01.Payment of Principal and Interest under the Notes. The Issuer shall punctually pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes. By 10:00 A.M. (New York time), no later than one (1) Business Day prior to any Payment Date, the Issuer shall irrevocably deposit with the Trustee or the Principal Paying Agent money sufficient to pay such principal and interest on such Payment Date.

Upon the occurrence and during the continuation of any Event of Default, the Issuer shall pay interest on principal, overdue interest and other obligations hereunder, to the extent lawful, at the Default Rate.

No interest shall be payable hereunder in excess of the maximum rate permitted by applicable law.

Section 4.02.Maintenance of Office or Agency. The Issuer shall maintain in the Borough of Manhattan, The City of New York an office or agency where Notes may be presented or surrendered for payment and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Corporate Trust Office of the Trustee shall be such office or agency of the Issuer, unless the Issuer shall designate and maintain some other office or agency for one or more of such purposes. The Issuer shall give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands, for such purposes.

Section 4.03.Money for Note Payments to Be Held in Trust. If the Issuer shall at any time act as its own Paying Agent, it shall, on or before each due date of principal of or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to act.

Whenever the Issuer shall have one or more Paying Agents for the Notes, it shall, on or before each due date of principal of or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay such principal and interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal or interest, and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee in writing of such action or any failure so to act.

Each Paying Agent, subject to the provisions of this Section 4.03, shall:

(a)hold all sums held by it for the payment of principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as set forth herein; provided, however, such sums need not be segregated from other funds held by it, except as required by law;

(b)give the Trustee written notice of any Default by the Issuer (or any other obligor upon the Notes) in the making of any payment of principal or interest; and

(c)at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Principal Paying Agent hereby agrees with the Issuer to act as Principal Paying Agent in accordance with this Section 4.03. The Issuer shall cause each other Paying Agent to execute and deliver an instrument in which such Paying Agent shall agree with the Issuer to act as a Paying Agent in accordance with this Section 4.03.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer

or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Issuer at the request of the Issuer, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.

On or prior to the date hereof, the Principal Paying Agent is authorized and directed to establish and maintain, in the name of the Trustee, for the benefit of the Holders, a payment account. Amounts on deposit in such account shall be held uninvested. The Principal Paying Agent is authorized to make payments from such account as described in this Indenture.

Section 4.04.Maintenance of Corporate Existence. Subject to Article 5, each of the Issuer and the Guarantors will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

Section 4.05.Payment of Additional Amounts.

(a)All payments in respect of the Notes (including any premium paid upon redemption of the Notes) made by or on behalf of the Note Parties (including any successor entity) shall be made free and clear of, and without withholding or deduction for or on account of, taxes, imposts, levies, duties, charges, fees, assessments, withholdings (including backup withholding) or other deductions (“Taxes”), imposed or levied by or on behalf of Brazil, the United States, the Cayman Islands or any authority therein or thereof or any other jurisdiction in which the Note Parties (or in each case, their respective successors) are organized or doing business or from or through which payments are made in respect of the Notes or any political subdivision or taxing authority thereof or therein (any of the aforementioned being a “Taxing Jurisdiction”, unless the Notes Parties (or their respective successors) are compelled by law to deduct or withhold such Taxes. In such event, the Notes Parties (or their respective successors) will make such deduction or withholding, make payment of the amount so withheld to the appropriate Governmental Authority and pay such additional amounts as may be necessary to ensure that the net amounts received by Holders after such withholding or deduction shall equal the respective amounts of principal and interest (or other amounts stated to be payable under the Notes) which would have been received in respect of the Notes in the absence of such withholding or deduction (“Additional Amounts”).

(b)Notwithstanding the foregoing, the Note Parties shall not be required to pay Additional Amounts for or on account of any of the following:

(i)to, or to a third party on behalf of, a Holder or beneficial owner who is liable for such Taxes in respect of such note by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member, partner or shareholder of such Holder or beneficial owner, if such Holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, or a corporation) and the relevant Taxing Jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a

permanent establishment, office or branch therein, other than the mere holding of the Note or enforcement of rights under this Indenture and the receipt of payments with respect to the Note;

(ii)in respect of Taxes that would not have been so withheld or deducted if the Notes had been surrendered or presented for payment (if surrender or presentment is required) not more than thirty (30) days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for and notice thereof given to holders, whichever occurs later, except to the extent that payments under such Note would have been subject to withholdings and the Holder or beneficial owner of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day such period of thirty (30) days;

(iii)to, or to a third party on behalf of, a Holder or beneficial owner who is liable for such Taxes by reason of such Holder or beneficial owner’s failure to comply, with any certification, identification, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner, if (1) compliance is required by law or an applicable income treaty as a precondition to, exemption from, or reduction in the rate of, the Tax and (2) the Issuer has given the Holders and beneficial owners at least thirty (30) days’ notice that Holders and beneficial owners will be required to provide such certification, identification, documentation or other requirement;

(iv)in respect of any estate, inheritance, gift, sales, transfer, excise or personal property or similar Tax

(v)in respect of any Tax which is payable other than by deduction or withholding from payments of principal of (including premium) or interest on the Note; or

(vi)[reserved]; and

(vii)any combination of the items in the clauses above.

(c)Notwithstanding anything to the contrary in Section 4.05, none of the Issuer, the Guarantors, their respective successors, a Paying Agent or any other Person shall be required to pay any Additional Amounts with respect to any payment in respect of any Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor law or regulation implementing or complying with, or introduced in order to conform to, such Sections, or imposed pursuant to any intergovernmental agreement or any agreement entered into pursuant to Section 1471(b)(1) of the Code.

(d)No Additional Amounts shall be paid with respect to any payment on a Note to a Holder or beneficial owner who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the relevant Taxing Jurisdiction to be included in the income, for Tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder.

(e)Payments on the notes are subject in all cases to any Tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, none of the Issuer, the Guarantors or their respective successors shall be required to pay

Additional Amounts with respect to any Tax imposed by any government or a political subdivision or taxing authority thereof or therein.

(f)In the event that Additional Amounts actually paid with respect to the Notes are based on rates of deduction or withholding of withholding Taxes in excess of the appropriate rate applicable to the Holder or beneficial owner of such Notes, and, as a result thereof such Holder or beneficial owner is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding Tax, then such Holder or beneficial owner, as applicable, shall, by accepting such notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Issuer.

(g)[Reserved].

(h)Any reference in this Indenture or the Notes to principal, premium, interest or any other amount payable in respect of the Notes by the Issuer (or its successors) or in respect of the Note Guarantees by the Guarantors (or their successors) shall be deemed also to refer to any Additional Amounts, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Section 4.05.

(i)Each of the Issuer and the Guarantors shall agree that if any of the Issuer or the Guarantors, as applicable, is required under applicable law to make any deduction or withholding on payments of principal of or interest on the Notes for or on account of any Tax, at least ten (10) days prior to the first payment date on the Notes and at least ten (10) days prior to each payment date thereafter where such withholding is required, the Issuer or the Guarantor, as applicable, shall furnish the Trustee and a Paying Agent with an Officers’ Certificate (but only if there has been any change with respect to the matters set forth in any previously delivered Officers’ Certificate) instructing the Trustee and a Paying Agent as to whether such payment of principal of or interest on the Notes shall be made without deduction or withholding for or on account of any Tax, or, if any such deduction or withholding shall be required by the Taxing Jurisdiction, then such certificate shall: (i) specify the amount required to be deducted or withheld on such payment to the relevant recipient; (ii) certify that the Issuer or the Guarantors, as applicable, shall pay such deduction or withholding amount to the appropriate taxing authority; and (iii) certify that the Issuer or the Guarantors, as applicable, shall pay or cause to be paid to the Trustee or a Paying Agent such Additional Amounts as are required by this Section 4.05.

(j)Each of the Issuer and the Guarantors (or their respective successor) will pay any Taxes required to be deducted or withheld pursuant to applicable law and will furnish to the Holders, within sixty (60) days after the date such payment is due, either certified copies of Tax receipts evidencing such payment, or, if such receipts are not obtainable, other evidence of such payments reasonably satisfactory to the Holders.

(k)The Issuer or the Guarantors, as applicable, will pay when due any present or future stamp, transfer, court or documentary Taxes or any other excise or property Taxes imposed by a Taxing Jurisdiction (or any political subdivision or governmental authority thereof or therein having power to Tax) with respect to the initial execution, delivery or registration of the Notes or any other document or instrument relating thereto.

Section 4.06.Reporting Requirements. For so long as any Notes remain outstanding:

(a)Azul shall deliver to the Trustee electronically (i) within 120 days after the close of its fiscal year, its annual audited consolidated financial statements in English prepared in accordance with IFRS (containing statements of financial position, statements of income and cash flows, and notes thereto, as of the end of and for such fiscal year with a report thereon by an internationally recognized outside firm of certified public accountants) and (ii) within 60 days after the close of each fiscal quarter, its interim unaudited quarterly consolidated financial

statements in English prepared in accordance with IFRS (containing statements of financial position, statements of income and cash flows and notes thereto, as of the end of and for the interim period covered thereby) for the first three (3) fiscal quarters of each of its fiscal years;

(b)without duplication, the Issuer shall deliver to the Trustee electronically English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Guarantors with (i) the CVM or (ii) the SEC (in each case, to the extent that any such report or notice is generally available to security holders of Azul or the public in Brazil or elsewhere and, in the case of clause (ii), is filed or submitted pursuant to Rule 12g3-2(b) under, or Section 13 or 15(d) of, the Exchange Act, or otherwise); and

(c)if Azul is not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act and is exempt from such requirements pursuant to Rule 12g3-2(b) under the Exchange Act, upon request, Azul shall deliver to any Holder and any prospective purchaser of the Notes any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Notes are not freely transferable under the Securities Act.

Delivery of the above reports to the Trustee is for informational purposes only and the Trustee’s receipt of such reports will not constitute constructive or actual notice of any information contained therein or determinable from information contained therein, including the Issuer’s or the Guarantors’ compliance with any of their covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Azul will be deemed to be in compliance with all of the reporting requirements under clauses (a), (b) and (c) of this Section 4.06 so long as it or a parent entity is subject to the reporting requirements of the Securities Exchange Act of 1934 and is in compliance with such requirements in all material respects and/or to the extent such materials are posted on Azul’s investor relations website or the SEC website or the website of the relevant analogous governmental or securities regulatory authority or securities exchange applicable to Azul and its Subsidiaries (including CVM and B3).

The Issuer will be deemed to satisfy its obligations in this Section 4.06 with respect to financial information relating to Azul by furnishing financial information relating to any parent entity of Azul; provided that if such parent entity is not a Guarantor then the same is accompanied by selected financial metrics that show the differences (in the Issuer’s sole discretion) between the information relating to such parent entity, on the one hand, and the information relating to Azul, the Issuer and the Guarantors on a stand-alone basis, on the other hand.

Section 4.07.Additional Information. For so long as any Notes remain outstanding, the Issuer shall make available to any Holder of a Note or owner of a beneficial interest in a Global Note, or to any prospective purchasers designated by such Holder or beneficial owner, upon request of such Holder or beneficial owner, and in addition to the information referred to in Section 4.06, the information required to be delivered under Paragraph (d)(4) of Rule 144A (as amended from time to time and including any successor provision) unless, at the time of such request, the Issuer is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

Section 4.08.Limitations on Incurrence of Additional Indebtedness.

(a)Neither the Issuer nor the Guarantors will, and they will not cause or permit any of the Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or in any manner become directly or indirectly liable, contingently or otherwise (in each case, “incur”) any Indebtedness (including Acquired Indebtedness) or issue any Disqualified Capital Stock, and the Issuer and the Guarantors will not cause or permit any of the Subsidiaries to issue any Preferred Stock.

(b)Notwithstanding clause (a) of this Section 4.08, Azul and its Subsidiaries, as applicable, may, at any time, incur the following Indebtedness (“Permitted Indebtedness”):

(i)Indebtedness in respect of the Notes (excluding any Additional Notes) and Note Guarantees (excluding any guarantees in respect of Additional Notes);

(ii)(a) Indebtedness existing on the Issue Date including, for the avoidance of doubt, financings related to any Existing Receivables Facility (other than the DIP Notes) and (b) solely prior to the repayment in full thereof substantially concurrently with the Escrow End Date with a portion of the proceeds of the Notes, Indebtedness under the DIP Notes; provided that Indebtedness under clause (ii)(b) may not be refinanced pursuant to clause (xiv) of this Section 4.08;

(iii)Indebtedness in respect of one or more working capital facilities (including any Government-backed Financing) or Indebtedness denominated in reais, in each case, in an aggregate principal amount not to exceed the greater of (i) $250,000,000 and (ii) 20% of TTM EBITDA);

(iv)Indebtedness in respect of Permitted Receivables Financings;

(v)if no Event of Default has occurred and is continuing or would result from the incurrence thereof (or, in the case of Indebtedness incurred or assumed in connection with any acquisition of any assets, business or Person permitted by Section 4.16, no Event of Default solely under Section 6.01(a), (b), (g) or (h) has occurred and is continuing), Indebtedness of Azul and the Subsidiaries in an aggregate principal amount not to exceed (x) the greater of (i) $190,000,000 and (ii) 15% of TTM EBITDA (such amounts described in this clause (v), collectively, which shall be deemed zero if as so determined would be less than zero, the “Fixed Amount”);

(vi)if no Event of Default has occurred and is continuing or would result from the incurrence thereof (or, in the case of Indebtedness incurred or assumed in connection with any acquisition of any assets, business or Person permitted by Section 4.16, no Event of Default solely under Section 6.01(a), (b), (g) or (h) has occurred and is continuing), (x) with respect to Indebtedness secured by the Collateral on a pari passu lien basis with the Notes, Indebtedness in an aggregate principal amount to the extent the First Lien Leverage Ratio is equal to or less than 3.00 to 1.00 and subject to the applicable Intercreditor Agreement (if any); (y) with respect to Indebtedness secured by the Collateral on a junior Lien basis to the Notes, Indebtedness in an aggregate principal amount to the extent the Senior Secured Leverage Ratio (as defined below) is equal to or less than 4.00 to 1.00 and subject to the applicable Intercreditor Agreement (if any); and (z) with respect to unsecured Indebtedness or Indebtedness that is not secured by the Collateral, Indebtedness in an aggregate principal amount to the extent the Total Leverage Ratio is equal to or less than 5.00 to 1.00, in each case, on a pro forma basis after giving effect to the incurrence of any such Indebtedness and the application of proceeds thereof; provided that in each case of clause (y) or (z), if such Indebtedness is incurred or assumed in connection with an acquisition, the applicable ratio in clause (y) or (z) shall be no greater than, on a pro forma basis after giving effect to such acquisition,

the incurrence of such Indebtedness, and the application of proceeds thereof, such ratio immediately prior to such acquisition (the “Ratio Amount”);

(vii)if no Event of Default has occurred and is continuing or would result from the incurrence thereof (or, in the case of Indebtedness incurred or assumed in connection with any acquisition of any assets, business or Person permitted by Section 4.16, no Event of Default solely under Section 6.01(a), (b), (g) or (h) has occurred and is continuing), Indebtedness in an aggregate principal amount not to exceed the aggregate principal amount of all prepayments, redemptions or repurchases by Azul or any Subsidiary (in an amount equal to cash actually paid in connection with any such repurchase) of Notes or other Indebtedness secured on a pari passu basis with the Notes on the Collateral, solely to the extent such prepayment, repurchase and/or redemption is not made with the proceeds of any long-term Indebtedness (excluding, for the avoidance of doubt, proceeds of any revolving credit facility) (the “Prepay Amount”);

(viii)Hedging Obligations entered into by Azul and the Subsidiaries for bona fide hedging purposes and not for speculative purposes;

(ix)intercompany Indebtedness between the Issuer and the Guarantors, between the Guarantors and any Non-Guarantor Subsidiaries, between the Issuer and any Non-Guarantor Subsidiaries or between any Non-Guarantor Subsidiaries, in each case, subordinated to the Notes; provided that in the event that at any time any such Indebtedness ceases to be held by Azul or a Subsidiary, such Indebtedness will be deemed to be incurred by Azul or the relevant Subsidiary, as the case may be, and not permitted by this clause (ix) at the time such event occurs;

(x)Indebtedness of Azul or any of the Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (including daylight overdrafts paid in full by the close of business on the day such overdraft was incurred) drawn against insufficient funds in the ordinary course of business;

(xi)[reserved];

(xii)Indebtedness consisting of letters of credit, banker’s acceptances, bank guarantees, warehouse receipt, performance bonds, appeal bonds, surety bonds, customs bonds and other similar bonds and reimbursement obligations incurred by Azul or any Subsidiary in the ordinary course of business including in connection with the acquisition, ownership, leasing or operation of Aircraft, Spare Parts or Engines, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or other requirements in the ordinary course of business;

(xiii)Indebtedness to the extent all of the net proceeds thereof are used to promptly redeem the Notes or any other Indebtedness permitted to be incurred hereunder or deposited to defease or discharge the Notes or such other Permitted Indebtedness;

(xiv)Permitted Refinancing Indebtedness in respect of Indebtedness permitted to exist or be incurred by this Section 4.08; provided that, for the avoidance of doubt, a permitted refinancing in respect of Indebtedness incurred pursuant to a fixed basket shall not increase capacity to incur Indebtedness under such fixed basket, and such fixed basket shall be deemed to continue to be utilized by the amount of the Indebtedness incurred thereunder to the extent of such outstanding Permitted Refinancing Indebtedness or to the extent such Permitted Refinancing Indebtedness is not reclassified to another basket in accordance with this Indenture;

(xv)the guarantee by Azul or any Subsidiary of Indebtedness of Azul or any Subsidiary that was permitted to be incurred by another provision of this covenant;

(xvi)Indebtedness constituting Purchase Money Indebtedness or Capitalized Lease Obligations;

(xvii)Acquired Indebtedness, provided that (i) such Acquired Indebtedness (A) existed at the time such Person became a Subsidiary or the assets subject to such Indebtedness were acquired and (B) was not created or incurred in anticipation thereof;

(xviii)Indebtedness incurred by Non-Guarantor Subsidiaries in the aggregate principal amount not to exceed the greater of (i) $250,000,000 and (ii) 20% of TTM EBITDA;

(xix)Indebtedness incurred in respect of a joint venture not to exceed the greater of (i) $125,000,000 and (ii) 10% of TTM EBITDA;

(xx)Indebtedness in an aggregate principal amount not to exceed the greater of (i) $500,000,000 and (ii) 40% of TTM EBITDA;

(xxi)Indebtedness of Azul and the Subsidiaries to Credit Card Processors in connection with credit card processing services incurred in the ordinary course of business of Azul and the Subsidiaries;

(xxii)Obligations of Azul or any Subsidiary consisting of take or pay obligations contained in supply arrangements entered into in the ordinary course of business and to the extent constituting Indebtedness;

(xxiii)Unsecured guarantees incurred in the ordinary course of business in respect of the performance of contractual, franchise, or license obligations of Azul or any Subsidiary (in each case, other than an obligation for borrowed money); and

(xxiv)Indebtedness issued to current or former directors, consultants, managers, officers and employees and their spouses or estates (a) to purchase or redeem Capital Stock of a parent entity issued to such director, consultant, manager, officer or employee in an aggregate principal amount not to exceed $15,000,000 in any twelve-month period or (b) pursuant to any deferred compensation plan approved by the Board of Directors of Azul.

(c)(A) at the Issuer’s option, the Issuer shall be deemed to have used capacity under the Ratio Amount (to the extent compliant therewith) before capacity under the Fixed Amount, the Prepay Amount or any other fixed basket, and capacity under the Prepay Amount shall be deemed to be used before capacity under the Fixed Amount or any other fixed basket; provided that solely for the purpose of calculating the First Lien Leverage Ratio, Senior Secured Leverage Ratio or Total Leverage Ratio to determine the availability of the Ratio Amount at the time of incurrence, any cash proceeds from any Permitted Ratio Debt being incurred at such test date in calculating such First Lien Leverage Ratio, Senior Secured Leverage Ratio or Total Leverage Ratio shall be excluded but the use of proceeds thereof shall be included in such calculation.

(d)The secured Permitted Ratio Debt incurred under Section 4.08(b)(vi)(x) or (y) shall have the same obligors as, and shall be secured on a pari passu basis or junior basis by the same Collateral securing the Notes; provided, however, an amount of Permitted Ratio Debt not to exceed the aggregate principal amount of the greater of $125,000,000 and 10% of TTM EBITDA may be incurred by Non-Guarantor Subsidiaries; provided further that any Permitted Ratio Debt

that is secured by a Lien on the Collateral ranking pari passu with the Lien on the Collateral securing the Notes may share ratably (or on a lesser basis but not on a greater than pro rata basis) with respect to any mandatory redemption or prepayments of the Notes (other than mandatory prepayments or redemption resulting from a financing of any facility which may be applied exclusively to the facility being Refinanced) and any other Permitted Ratio Debt may only be subject to mandatory prepayment provisions, if any, that are customary for the relative ranking.

(e)For purposes of determining compliance with this Section 4.08, if Indebtedness (or portion thereof) meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (i) through (xxiv) of Section 4.08(b), or is entitled to be made pursuant to any defined term used in this Section 4.08, the Issuer will be entitled to classify on the date of its incurrence or later reclassify such Indebtedness (or portion thereof) in any manner that complies with this Section 4.08.

Section 4.09.Limitation on Transactions with Affiliates. Neither the Issuer nor the Guarantors will, nor will the Issuer or Guarantors permit any of their respective Subsidiaries, to enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) involving an aggregate consideration in excess of $37,500,000 with, or for the benefit of, any Affiliate of the Issuer or the Guarantors, other than Azul and its Subsidiaries (an “Affiliate Transaction”), unless (i) the Affiliate Transaction is in existence as of the Issue Date (including any amendment, extension, renewal or replacement thereof),(ii) the terms of the Affiliate Transaction are no less favorable to the Issuer, the Guarantors or such Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s length dealings with a Person who is not an Affiliate or (iii) an Affiliate Transaction that has been approved by a majority of the disinterested members (with respect to such Affiliate Transaction) of the Board of Directors of Azul.

The following transactions will be deemed to not be Affiliate Transactions, and therefore will not be subject to the provisions of this Section 4.09: (i) the issuance of Qualified Capital Stock to Permitted Holders or Affiliates of Azul or any of its Subsidiaries, (ii) any purchase by an Affiliate of Azul or any of its Subsidiaries of Indebtedness or Disqualified Capital Stock, the majority of which is offered to Persons who are not Affiliates of Azul or any of its Subsidiaries, (iii) any transaction effected as part of a Permitted Receivables Financing, Existing Receivables Facilities or permitted Purchase Money Indebtedness, (iv) any employment agreement, confidentiality agreement, non-competition agreement, incentive plan, employee stock option agreement, long-term incentive plan, profit sharing plan, employee benefit plan, indemnification agreement, union agreement, collective bargaining agreement or any similar arrangement entered into with or for the benefit of any employee, officer, director or consultant by Azul or any of its Subsidiaries in the ordinary course of business and payments pursuant thereto, (v) transactions with customers, clients, suppliers or purchasers or sellers of goods or services in the ordinary course of business or transactions with joint ventures, alliances or alliance members entered into in the ordinary course of business and (vi) the Transactions.

Section 4.10.Repurchase of Notes upon a Change of Control Event.

(a)Upon the occurrence of a Change of Control Event, each Holder of Notes will have the right to require the Issuer to repurchase all or any part of such Holder’s Notes (in minimum principal denominations of $200,000 and integral multiples of $1,000 in excess thereof) pursuant to the offer described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the purchase date.

(b)Within 30 days following any Change of Control Event, the Issuer shall send or caused to be sent to each Holder of Notes, at such Holder’s address appearing in the Register, and to the Trustee, a notice stating:

(i)that a Change of Control Event has occurred and a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes validly tendered will be accepted for payment;

(ii)the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no later than 60 days from the date such notice is mailed;

(iii)the circumstances and relevant facts regarding the Change of Control Event;

(iv)that any Note not properly tendered will remain outstanding and continue to accrue interest;

(v)that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; and

(vi)the procedures that Holders of Notes must follow in order to validly tender their Notes (or portions thereof) for payment and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.

(c)The Issuer will not be required to make a Change of Control Offer following a Change of Control Event if:

(i)a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer; or

(ii)a notice of redemption has been given for all of the then outstanding Notes as described under Section 3.03 unless and until there is a default in payment of the applicable redemption price.

(d)Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Event, conditional upon such Change of Control Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(e)The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance.

Section 4.11.After-Acquired Property.

(a)If intellectual property of the type that is Collateral on the Issue Date is acquired by the Issuer or a Guarantor (including any intellectual property of a Person that becomes a new

Guarantor) that is not an Excluded Asset and is not automatically subject to a perfected (or, to the extent applicable, a similar method of effecting a security interest against third parties) security interest under the Collateral Documents (to the extent perfection is required thereunder), then, to the extent applicable, within 120 days following the delivery of the annual financial statements and the financial statements for the second fiscal quarter of each year pursuant to Section 4.06(a), starting with the financial statements for the period ended June 30, 2027, in each case with respect to property acquired during the period covered by such report, the Issuer or such Guarantor shall (i) provide a Lien over such property substantially consistent with the Liens granted over similar property on the Issue Date in the applicable jurisdiction (or in the case of any jurisdiction where no Liens were previously granted, to the extent customary and reasonably achievable under applicable local law) in favor of the relevant Collateral Agent and (ii) execute and deliver such Collateral Documents as shall be necessary to vest in the relevant Collateral Agent a perfected (or, to the extent applicable, a similar method of effecting a security interest against third parties) security interest in such intellectual property and to have such intellectual property (but subject to the limitations set forth in the Collateral Documents) added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such intellectual property, and deliver certificates and Opinions of Counsel consistent with the ones delivered in the applicable jurisdiction in connection with other Collateral Documents or in the case of any jurisdiction where no Liens were previously granted, such certificates and Opinions of Counsel are customary in such jurisdictions.

(b)If any other property or assets (other than Excluded Assets) are held or acquired by the Issuer or a Guarantor that is not automatically subject to a perfected (or, to the extent applicable, a similar method of effecting a security interest against third parties) security interest under the Collateral Documents (to the extent perfection is required thereunder), then the Issuer or such Guarantor shall, within 120 days following the delivery of the annual financial statements and the financial statements for the second fiscal quarter of each year pursuant to Section 4.06(a), starting with the financial statements for the period ended June 30, 2027, in each case with respect to property acquired during the period covered by such report, (i) provide a Lien over such property substantially consistent with the Liens granted over similar property on the Issue Date in the applicable jurisdiction (or in the case of any jurisdiction where no Liens were previously granted, to the extent customary and reasonably achievable under applicable local law) in favor of the relevant Collateral Agent and (ii) execute and deliver such Collateral Documents as shall be necessary to vest in the relevant Collateral Agent a perfected (or, to the extent applicable, a similar method of effecting a security interest against third parties) security interest in such property and to have such property (but subject to the limitations set forth in the Collateral Documents) added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such property or assets, and deliver certificates and Opinions of Counsel consistent with the ones delivered in the applicable jurisdiction in connection with other Collateral Documents or in the case of any jurisdiction where no Liens were previously granted, such certificates and Opinions of Counsel are customary in such jurisdictions.

(c)Notwithstanding the foregoing clauses (a) and (b) of this Section 4.11, in no event shall any of the following be required (i) control agreements or control or similar arrangements on any accounts (other than accounts in which receivables arising from pledged Capital Stock are deposited into pursuant to the applicable Collateral Documents or accounts into which proceeds of Receivables that constitute Collateral may be deposited), (ii) collateral assignments of contractual rights under agreements with the Export-Import Bank of the United States or any other lessor of Aircraft, Engines or other equipment, or (iii) mortgages on fee owned real property or leasehold property.

(d)No later than 180 days after the date on which (i) the Bookkeeping Entities which have adhered to the Agreement among Registry Entities, Central Depositories and Bookkeeping

Agents regarding Electronic (Book-Entry) Duplicatas from November 29, 2024 are successful in the certification tests performed by the Central Bank of Brazil, pursuant to Article 13, of Item V, of Central Bank of Brazil Resolution No. 339/2023; and (ii) the Issuer deems it operationally viable for the Issuer or a Guarantor to register Brazilian electronic trade receivables (duplicatas escriturais) pursuant to Brazilian Federal Law 13,775/2018, the Issuer and the Guarantors, as applicable, undertake to provide a Fiduciary Assignment (or an amendment to an existing Collateral Document in respect thereof) or, to the extent a Fiduciary Assignment is unavailable due to legal or operational restrictions, a pledge over any material (as determined by the Issuer in good faith) electronic trade receivables generated by the Azul Fidelidade Program, the Azul Viagens Business and the Azul Cargo Business (that are not Excluded Assets) that are issued by the relevant Guarantor, in favor of the Brazilian Collateral Agent; provided that any such Fiduciary Assignment or pledge shall follow the market convention at such time as determined by the Issuer in good faith and, in any case, such Fiduciary Assignment or pledge shall not unreasonably interfere with the business of Azul and its Subsidiaries.

Section 4.12.Future Guarantors.

(a)If Azul forms or acquires any Subsidiary that is not an Excluded Subsidiary, or any Subsidiary which is not a Guarantor ceases to constitute an Excluded Subsidiary, on or after the Issue Date, then Azul will promptly, and in any event within 75 days after the date of such formation, acquisition or cessation (x) cause each such Subsidiary to execute a supplemental indenture to this Indenture pursuant to which such Subsidiary shall unconditionally guarantee the Notes pursuant to one or more Note Guarantees, and the Issuer and such Subsidiary shall deliver to the Trustee such supplemental indenture, together with an Officers’ Certificate and Opinion of Counsel and (y) cause each such Subsidiary to execute and deliver such Collateral Documents as shall be necessary to vest in the relevant Collateral Agent a security interest in the property and assets of the type over which a Lien has been granted on the Issue Date (which such security interest shall be required to be perfected within 120 days) (other than Excluded Assets) of such Subsidiary and to have such property and assets (but subject to the limitations set forth in the Collateral Documents) added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such property and assets, and deliver certificates and Opinions of Counsel consistent with the ones delivered in the applicable jurisdiction in connection with other Collateral Documents or in the case of any jurisdiction where no Liens were previously granted, such certificates and Opinions of Counsel as are customary in such jurisdictions; provided, that, for the avoidance of doubt, no Excluded Subsidiary shall be required to become a Guarantor or be required to execute any supplemental indenture or documentation described in the foregoing.

(b)Notwithstanding the foregoing, the Note Guarantees shall be limited to the maximum amount that would not render the Guarantors’ respective obligations subject to avoidance under applicable fraudulent conveyance laws.

(c)Each Note Guarantee shall be released in accordance with Section 10.08.

Section 4.13.Collateral and Further Assurances.

(a)The Issuer and the Guarantors will cause the collateral agents under the DIP Notes indenture, and will cause each of their respective Subsidiaries, to as soon as practicable, but no later than ten (10) days after the Escrow End Date, release the pre-existing Liens securing the DIP Notes repaid in full substantially concurrently with the Escrow End Date and, as soon as practicable, but no later than 90 days after the Escrow End Date create the Liens over the Collateral to secure the Notes.

(b)The Issuer and the Guarantors shall, at their sole expense, do all acts which may be reasonably necessary to confirm that the relevant Collateral Agent hold, for the benefit of the Secured Parties, duly created, enforceable and perfected (or, to the extent applicable, a similar method of effecting a security interest against third parties) first-priority Liens on the Collateral. The Issuer and Guarantors shall, at their sole expense, execute, acknowledge and deliver such documents and instruments and take such other actions which may be necessary to assure, perfect, transfer and confirm the rights conveyed by the Collateral Documents, to the extent permitted by applicable law.

(c)Notwithstanding anything to the contrary herein, (i) the Issuer and the Guarantors shall not be required to take any steps outside of the United States, Brazil and the Cayman Islands to perfect a security interest in any of the Collateral and (ii) perfection by control shall not be required with respect to any asset requiring perfection through control agreements or other control agreements, including deposit accounts, securities accounts and commodities accounts (other than accounts in which receivables arising from pledged Capital Stock are deposited into pursuant to the applicable Collateral Documents or accounts into which proceeds of Receivables that constitute Collateral may be deposited) and no blocked account agreement, account control agreement or similar agreement shall be required.

(d)Subject to the terms of the Collateral Documents, prior to the occurrence of (i) Events of Default relating to non-payment of the Notes or bankruptcy events, or (ii) other Events of Default following written notice from Holders of more than 50% of the aggregate principal amount of the Notes (taken together), the Issuer and the applicable Guarantors have the right to possess, use, retain and control the Collateral and all revenues, income and profits derived therefrom, and to exercise all voting, consensual and other powers of ownership pertaining to the Collateral.

(e)The Issuer and the Guarantors as grantors will keep and maintain the Collateral in good operating condition sufficient for the continuation of the business conducted by them on a basis consistent with past practices (ordinary wear and tear excepted); provided that no grantor shall be restricted from discontinuing the maintenance of any such Collateral if such discontinuance is, in the good faith judgment of such grantor, desirable in the conduct of the business of such grantor and would not reasonably be expected to have a material adverse effect.

Section 4.14.No Impairment of the Security Interests. Except as otherwise permitted under this Indenture (including, for the avoidance of doubt, pursuant to a transaction otherwise permitted by this Indenture) and the Collateral Documents, none of the Issuer nor any of the Guarantors shall be permitted to take any action, or knowingly omit to take any action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee, the Collateral Agents and the Holders of the Notes.

Section 4.15.[Reserved].

Section 4.16.Limitations on Restricted Payments.

(a)Neither the Issuer nor any Guarantor shall, and they shall not cause or permit any of the Subsidiaries to, directly or indirectly, take any of the following actions (each, a “Restricted Payment”):

(i)declare or pay any dividend or return of capital or make any distribution on or in respect of shares of Capital Stock of Azul or any Subsidiary to holders of such Capital Stock, other than:

(A)dividends or distributions payable in Qualified Capital Stock of Azul or a Subsidiary, if applicable, for obligations incurred in accordance with Section 4.08;

(B)dividends or distributions payable to Azul or a Subsidiary; and/or

(C)dividends, distributions or returns of capital made on a pro rata basis to Azul or a Subsidiary (as applicable), on the one hand, and minority holders of Capital Stock of Azul or a Subsidiary (as applicable), on the other hand (or on a less than pro rata basis to any minority holder);

(ii)purchase, redeem or otherwise acquire or retire for value any Capital Stock of a Subsidiary or the Issuer held by Persons other than Azul or any of the Subsidiaries;

(iii)make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to the date that is twelve months prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, as the case may be, any Subordinated Indebtedness other than Indebtedness permitted under Section 4.08(b)(ix); or

(iv)make any Investment (other than Permitted Investments);

if at the time of the Restricted Payment or immediately after giving pro forma effect thereto:

(A)a Default or an Event of Default has occurred and is continuing; or

(B)the aggregate amount (the amount expended for these purposes, if other than in cash, being the Fair Market Value of the relevant property) of the proposed Restricted Payment and all other Restricted Payments made subsequent to the Issue Date up to the date thereof will exceed the sum of:

(1)50% of Consolidated Net Income for the period (taken as one accounting period) commencing on January 1, 2026 and including the last day of the first full fiscal quarter ended immediately prior to the date of such Restricted Payment for which consolidated financial statements are available (in case such Consolidated Net Income is a deficit in any given quarter, 0% for such quarter); plus

(2)the greater of (i) $95,000,000 and (ii) 7.5% of TTM EBITDA; plus

(3)100% of the aggregate net cash proceeds or Fair Market Value of assets received by Azul or a Subsidiary subsequent to the Issue Date as a contribution to its common equity capital or from the issue or sale of Capital Stock (other than Disqualified Capital Stock, Preferred Stock or other than from a Subsidiary) of Azul or a Subsidiary or from the issue or sale of convertible or exchangeable Disqualified Capital Stock or convertible or exchangeable debt securities of Azul or a Subsidiary or Preferred Stock that have been converted into or exchanged for such Capital Stock (other than Capital Stock (or Disqualified Capital Stock, Preferred Stock or convertible or exchangeable debt securities) sold to a Subsidiary of Azul); plus

(4)to the extent that any Investment (other than a Permitted Investment) that was made under this clause (B) after the Issue Date is sold or otherwise liquidated or repaid (other than to Azul or a Subsidiary), the amount of cash received by Azul or any Subsidiary in respect of such sale, liquidation or disposition or the Fair Market Value of property received by Azul or any Subsidiary in respect of such sale, liquidation or disposition (in each case, less the cost of disposition, liquidation or repayment, if any, paid or to be paid by Azul or any Subsidiary); plus

(5)the amount of cash received by a Subsidiary as repayment of loans which constitute Investments (other than Permitted Investments) made under this clause (B) after the Issue Date by Azul or a Subsidiary or the value of guarantees made under this clause (B) after the Issue Date by Azul or a Subsidiary which constituted Investments (other than Permitted Investments) that have been released in full; plus

(6)to the extent that any Investment that was made after the Issue Date pursuant to this clause (B) is made in a Person that subsequently becomes a Subsidiary of Azul, the amount of the Investments that was made in such Person by Azul or any of its Subsidiaries.

(b)Notwithstanding clause (a) of this Section 4.16, this Section 4.16 does not prohibit:

(i)the payment of any dividend within 60 days after the date of declaration of such dividend if the dividend would have been permitted on the date of declaration pursuant to this Section 4.16;

(ii)the acquisition of any shares of Capital Stock of Azul,

(A)in exchange for Qualified Capital Stock of Azul;

(B)through the application of the net cash proceeds received by Azul from a substantially concurrent sale of Qualified Capital Stock or Preferred Stock of Azul or a contribution to the equity capital of Azul not representing an interest in Disqualified Capital Stock or Preferred Stock, in each case not received from a Subsidiary of Azul.

(iii)the voluntary prepayment, purchase, defeasance, redemption or other acquisition or retirement for value of any Subordinated Indebtedness solely in exchange for, or through the application of net cash proceeds of a substantially concurrent sale, other than to a Subsidiary of Azul, of Qualified Capital Stock of Azul or Permitted Refinancing Indebtedness for such Subordinated Indebtedness; or

(iv)repurchases of Capital Stock deemed to occur upon the exercise of stock options if the Capital Stock represents all or a portion of the exercise price thereof (or related withholding taxes), and Restricted Payments by Azul to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of Azul;

(v)if no Default or Event of Default has occurred and is continuing or would exist after giving pro forma effect thereto, Restricted Payments in an amount which,

when taken together with all Restricted Payments made pursuant to this clause (v), does not exceed the greater of (i) $250,000,000 and (ii) 20% of TTM EBITDA;

(vi)during the time any common Capital Stock of Azul (and/or depositary shares or receipts in respect thereof) are publicly traded on any Brazilian national securities exchange or over-the-counter market, or any analogous exchange or market in the United States, Canada, the United Kingdom, the European Union or Hong Kong, Restricted Payments in any fiscal year, together with all Restricted Payments made pursuant to this clause (vi) in such fiscal year, in an aggregate amount not to exceed 5% of Azul’s market capitalization at the time of the making of such Restricted Payment;

(vii)payments in respect of Subordinated Indebtedness not to exceed the greater of (i) $125,000,000 and (ii) 10% of TTM EBITDA;

(viii)if no Default or Event of Default has occurred and is continuing or would exist after giving pro forma effect thereto, Restricted Payments so long as the Total Leverage Ratio is less than 4.25 to 1.00;

(ix)payments in respect of Existing Receivables Facilities and Permitted Receivables Financings;

(x)the repurchase, redemption, acquisition or retirement for value of any equity interests of Azul or any Subsidiary held by any current or former officer, director, consultant or employee (or their estates or beneficiaries of their estates) of Azul or any of its Subsidiaries pursuant to any management equity plan or equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid in cash for all such repurchased, redeemed, acquired or retired equity interests may not exceed $25,000,000 in any twelve-month period (except to the extent such repurchase, redemption, acquisition or retirement is in connection with the acquisition of a similar business or merger, consolidation or amalgamation otherwise permitted by this Indenture and in such case the aggregate price paid by Azul and its Subsidiaries may not exceed $50,000,000 in connection with such acquisition of a similar business or merger, consolidation or amalgamation); provided, further, that Azul or any of its Subsidiaries may carry over and make in subsequent twelve-month periods, in addition to the amounts permitted for such twelve-month period, up to $15,000,000 of unutilized capacity under this clause (x) attributable to the immediately preceding twelve-month period;

(xi)[reserved];

(xii)Restricted Payments in respect of any restricted stock units or other instruments or rights whose value is based in whole or in part on the value of any Capital Stock of Azul or any of its Subsidiaries issued to any current or former officer, director, member, consultant or employee of Azul or any of its Subsidiaries;

(xiii)the declaration and payment of the minimum mandatory dividend (dividendo mínimo obrigatório) established, where applicable, in the by-laws of Azul or any of its Subsidiaries in effect on the date of the Offering Memorandum, in accordance with the first part (caput) of Article 202 of the Brazilian Federal Law No. 6404/76, including any interest on equity (juros sobre o capital próprio) paid for the purposes of the minimum mandatory dividend (and deducted from the minimum mandatory dividend), provided that the Board of Directors of Azul or such Subsidiary has not determined that any such payment of mandatory dividends would be inadvisable given the financial condition of Azul or such Subsidiary;

(xiv)so long as no Default or Event of Default has occurred and is continuing or would exist after giving pro forma effect thereto, the declaration and payment of regularly scheduled or accrued dividends, distributions or payments to holders of any class or series of Disqualified Capital Stock, Preferred Stock or Subordinated Indebtedness of Azul or any Subsidiary of Azul, required to be paid pursuant to the terms thereof, either outstanding on the Issue Date or issued on or after the Issue Date in compliance with the terms hereunder;

(xv)in the event of a Change of Control, and if no Event of Default has occurred and is continuing, including after giving effect thereto, the payment, purchase, redemption, defeasance or other acquisition or retirement of any Subordinated Indebtedness, in each case, at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness plus any accrued and unpaid interest and fees thereon and any Additional Amounts required thereunder in connection with tax deduction or withholding; and

(xvi)Restricted Payments necessary to consummate the Transactions.

The amount of any Restricted Payments not in cash will be the Fair Market Value on the date of such Restricted Payment of the property, assets or securities proposed to be paid, transferred or issued by Azul or the relevant Subsidiary, as the case may be, pursuant to such Restricted Payment.

Notwithstanding anything else set forth in this Indenture, no Restricted Payment or Investment (other than an Investment in the Issuer or a Guarantor) of Specified Collateral owned by the Issuer or a Guarantor will be permitted hereunder (other than any ordinary course transfer that does not have an adverse effect on the relevant Collateral Agent’s interest in the Specified Collateral).

The payment on or with respect to, and the purchase, prepayment, redemption, defeasance or other acquisition or retirement for value of any Indebtedness of Azul or any of its Subsidiaries that is not Subordinated Indebtedness shall not constitute a Restricted Payment and therefore will not be subject to any of the restrictions described in this covenant.

As used in this Section 4.16, in respect of any of the Subsidiaries of Azul that is a partnership, a limited liability partnership, a limited liability company or similar form, dividends shall be deemed to refer to any distribution similar to a dividend.

For purposes of determining compliance with this Section 4.16, if a Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (i) through (xvi) of Section 4.16(b), or is entitled to be made pursuant to clause (a) of this Section 4.16 or pursuant to any category set forth in the definition of Permitted Investments or other defined term used in this Section 4.16, the Issuer will be entitled to classify on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this Section 4.16.

Section 4.17.Limitation on Liens. Neither the Issuer nor any Guarantor shall, and they shall not cause or permit any of the Subsidiaries to, directly or indirectly, incur any Liens of any kind (except for Permitted Liens) against or upon any of the Collateral, whether owned on the

Issue Date or acquired after the Issue Date, or any proceeds therefrom. The Collateral Documents will provide that each of the Issuer and the Guarantors as a grantor will defend the Collateral pledged by such grantor against, and take such other action as is necessary to remove, any Lien on such Collateral except Permitted Liens and will defend the right, title and interest of the relevant collateral agent in and to all of such grantor’s rights under such Collateral against the claims and demands of all persons whomsoever other than claims or demands arising out of Permitted Liens. Notwithstanding the foregoing, neither the Issuer nor any Guarantor shall, and they shall not cause or permit any of the Subsidiaries to, directly or indirectly, incur any Liens securing debt for borrowed money or lease obligations on any material Excluded Jurisdiction Assets existing on the issue date or any of the takeoff and landing slot of Azul and its Subsidiaries.

Section 4.18.Limitation on Asset Sales. Neither the Issuer nor any Guarantor shall, and they shall not permit any of the Subsidiaries to, consummate an Asset Sale unless:

(a)the Issuer, a Guarantor or such Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets or Capital Stock issued or sold or otherwise disposed of; and

(b)other than in respect of any Asset Sale the consideration for which is equal to or less than $10,000,000 at least 75% of the consideration received in the Asset Sale by Azul or such Subsidiary is in the form of cash or Cash Equivalents.

For purposes of clause (b) above, the amount of (i) any liabilities (as shown on Azul’s or the applicable Subsidiary’s most recent balance sheet or in the notes thereto) of Azul or any Subsidiary (other than liabilities that are by their terms subordinated in right of payment to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets or are terminated, cancelled or otherwise cease to be obligations of such Guarantor or the Issuer in connection with such Asset Sale and, in each case from which Azul and all Subsidiaries have been validly released by all creditors in writing, (ii) any securities or other obligations or assets received by Azul or such Subsidiary from such transferee that are converted by Azul or Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and (iii) any asset described in clause (c) below shall be deemed to be cash for purposes of this Section 4.18.

Within 365 days after the receipt of any net proceeds from an Asset Sale, the applicable Guarantor or the Issuer (or, if applicable, the Subsidiary) may apply those net proceeds at its option in one or more of the following manners:

(a)to permanently reduce Obligations under the Notes;

(b)to permanently reduce Additional First Lien Debt, if any; provided that if the Issuer or any Guarantor shall so reduce Additional First Lien Debt, the Issuer or such Guarantor shall equally and ratably reduce Obligations under the Notes by, at the Issuer’s option (i) redeeming Notes as provided under Section 3.01, (ii) purchasing Notes through open-market purchases or (iii) by making an offer (in accordance with the procedures set forth herein for an Asset Sale Offer) to all holders of the Notes to purchase their Notes at a purchase price equal to 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of Notes to be repurchased to the date of repurchase;

(c)to the extent such net proceeds are from an Asset Sale that does not constitute Collateral, for any purpose not prohibited hereunder;

(d)to make capital expenditures;

(e)to purchase or make an Investment or other acquisition otherwise permitted or not prohibited under this Indenture in (A) any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and it results in Azul or a Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Subsidiary or (B) properties or assets that are used or useful in the business of Azul and the Subsidiaries; provided that if, during such 365-day period, Azul or a Subsidiary enters into a definitive binding agreement committing it to apply such net proceeds in accordance with the requirements of this clause (e) after such 365th day, such 365-day period will be extended with respect to the amount of net proceeds so committed for a period not to exceed 180 days until such net proceeds are required to be applied in accordance with such agreement (or, if earlier, until termination of such agreement); and

(f)any combination of the foregoing.

Pending the final application of any net proceeds, Azul or the applicable Subsidiary may temporarily reduce working capital Indebtedness or otherwise invest the net proceeds in any manner that is not prohibited by this Indenture. Any net proceeds from an Asset Sale not applied or invested in accordance with the preceding paragraph within the time periods set forth above shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50,000,000 in any fiscal year, Azul or the applicable Subsidiary will make an offer (an “Asset Sale Offer”) to all holders of the Notes and any Additional First Lien Debt that contain provisions similar to those set forth in this Section 4.18 with respect to offers to purchase with proceeds of sales of assets to purchase, on a pro rata basis, the maximum principal amount of the Notes and such other Additional First Lien Debt that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the date of purchase, and will be payable in cash.

If any Excess Proceeds remain after consummation of an Asset Sale Offer, Azul or the applicable Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds required to purchase Notes above, the Notes to be purchased will be selected on a pro rata basis and in accordance with DTC procedures, as applicable. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds hereunder will be reset at zero. To the extent Excess Proceeds exceed the outstanding aggregate principal amount of the Notes (and, if required by the terms thereof, all Indebtedness that ranks pari passu with the Notes), the Issuer need only make an Asset Sale Offer up to the outstanding aggregate principal amount of Notes (and any such Indebtedness that ranks pari passu with the Notes), and any additional Excess Proceeds will not be subject to this Section 4.18 and will be permitted to be used for any purpose otherwise permitted hereunder in the Issuer’s discretion.

The Issuer may, at its option, satisfy the foregoing obligations with respect to any net proceeds from an Asset Sale by making an Asset Sale Offer with respect to such net proceeds prior to the date required by this Indenture with respect to all or a part of the net proceeds. An Asset Sale Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or the Note Guarantees. The

provisions under this Indenture relative to the Issuer’s obligations to make an offer to repurchase the Notes as a result of an Asset Sale may be waived or modified with the written consent of the Required Holders.

Azul or the applicable Subsidiary will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.18, the Issuer or the applicable Subsidiary will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.18 by virtue of such conflict.

Notwithstanding anything to the contrary herein pursuant to this Section 4.18, neither the Issuer nor the Guarantors will, and they will not permit any of the Subsidiaries to, directly effect any Asset Sale (including by way of merger or consolidation), whether in a single transaction or a series of related transactions, of Specified Collateral (other than among the Issuer and the Guarantors or any ordinary course transfer that does not have an adverse effect on the relevant Collateral Agent’s interest in the Specified Collateral).

Section 4.19.Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Neither the Issuer nor the Guarantors will, and they will not permit any of the Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to:

(a)pay dividends or make any other distributions on its Capital Stock to Azul or any of the Subsidiaries, or pay any Indebtedness owed to Azul or any of the Subsidiaries;

(b)make loans or advances to Azul or any of the Subsidiaries; or

(c)sell, lease or transfer any of its properties or assets to Azul or any of the Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(a)contractual encumbrances or restrictions in effect on the Issue Date, including, without limitation, pursuant to Indebtedness in existence on the Issue Date;

(b)this Indenture, the Notes, the Collateral Documents, the Note Guarantees and any Additional First Lien Debt;

(c)Capitalized Lease Obligations, Purchase Money Indebtedness or other obligations permitted under Section 4.08(b) that, in each case, impose restrictions of the nature discussed in clause (c) above in the first paragraph of this Section 4.19 on the property so acquired;

(d)applicable law or any applicable rule, regulation or order;

(e)any agreement or other instrument of a Person acquired by Azul or any Subsidiary in existence at the time of such acquisition (but not created in connection therewith or in contemplation thereof or to provide all or a portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person,

or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(f)contracts for the sale of assets (including with respect to Permitted Receivables Financings, Existing Receivables Facilities and sale and lease back agreements), including without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock or assets of such Subsidiary;

(g)secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.08 and 4.17 that limits the right of the debtor to dispose of the assets securing such Indebtedness;

(h)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or other restrictions on cash or deposits constituting Permitted Liens;

(i)customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(j)customary provisions contained in leases, subleases, licenses, sublicensor asset sale agreements and other agreements;

(k)other Indebtedness or Preferred Stock, in each case, that is incurred subsequent to the Issue Date pursuant to this Indenture; provided, that in the good faith judgment of Azul, any such encumbrance or restriction contained in such Indebtedness shall not prohibit (except upon a Default or Event of Default thereunder) the payment of dividends in an amount sufficient, as determined by Azul in good faith, to make scheduled cash payments on the Notes when due; and

(l)any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above in the first paragraph of this Section 4.19 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above in the second paragraph of this Section 4.19; provided that the encumbrances or restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Azul, not materially more restrictive than encumbrances and restrictions contained in such predecessor agreements and do not affect the Issuer’s and the Guarantors’ ability, taken as a whole, to make payments of interest and scheduled payments of principal in respect of the Notes, in each case as and when due.

For purposes of determining compliance with this Section 4.19, (1) the priority of any Disqualified Capital Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock will not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to Azul or a Subsidiary to other Indebtedness incurred by Azul or any such Subsidiary will not be deemed a restriction on the ability to make loans or advances.

Section 4.20.Limitation on Sale and Leaseback Transactions. Azul shall not, and shall not cause or permit any of the Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that Azul or any Subsidiary may enter into a Sale and Leaseback Transaction in connection with any assets or property that are used or useful in the business of the type in which Azul and the Subsidiaries are engaged in as of the Issue Date.

Section 4.21.[Reserved].

Article 5 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 5.01.Limitation on Consolidation, Merger, Conveyance, Transfer or Lease of Assets. None of the Issuer or any Guarantor will consolidate with or merge with or into, spin-off or sell, convey, transfer or dispose of, or lease all or substantially all of its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to, any Person, except that:

(a)a Guarantor (in each case, other than Azul) may merge with or into, or spin-off or sell, convey, transfer or dispose of, or lease all or substantially all of its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to, any Person if:

(i)the resulting, surviving or transferee Person (if not the Issuer, another Guarantor or such Guarantor) will be a Person organized and existing under the laws of Brazil or a Qualified Merger Jurisdiction, the laws of the jurisdiction under which such Guarantor was organized or any other country whose long-term debt has a Minimum Rating as of the effective date of such transaction, and such Person expressly assumes, by a supplemental indenture to this Indenture and supplements to the Collateral Documents, executed and delivered to the Trustee and the Collateral Agents, all obligations of such Guarantor under the Notes, the Note Guarantees, this Indenture and the Collateral Documents, as applicable;

(ii)immediately after giving effect to such transaction, no Event of Default will have occurred and be continuing; and

(iii)the Issuer will have delivered to the Trustee and the Collateral Agents an Officers’ Certificate and an Opinion of Counsel from independent legal counsel, each stating that such merger, sale, conveyance, spin-off, transfer, disposal or lease and such supplemental indenture and supplements to the Collateral Documents, if any, comply with this Indenture and the Collateral Documents;

(iv)provided that (x) clause (i) shall not apply to any merger, sale, conveyance, or spin-off, transfer, disposal of a Guarantor or lease of all of a Guarantor’s assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, with or to any person that is not an Affiliate of the Issuer or Guarantor so long as such transaction or series of related transactions does not constitute all or substantially all of the Issuer’s and Guarantors’ assets as an entirety or substantially as an entirety and so long as the Issuer complies with Section 4.18 and (y) clause (ii) shall not apply to the consolidation or merger of any Guarantor with or into the Issuer or any other Guarantor, as applicable; and

(b)Azul may merge with or into, or spin-off or sell, convey, transfer or dispose of, or lease all or substantially all of its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to, any Person, if:

(i)the resulting, surviving or transferee Person will be a Person organized and existing under the laws of Brazil or a Qualified Merger Jurisdiction, and such Person (if not Azul) expressly assumes, by a supplemental indenture to this Indenture and supplements to the Collateral Documents, executed and delivered to the Trustee and the Collateral Agents, all obligations of Azul under the Notes Guarantee, the Notes, this Indenture and the Collateral Documents, as applicable;

(ii)immediately after giving effect to such transaction, no Event of Default will have occurred and be continuing;

(iii)the Fixed Charge Coverage Ratio shall be equal to or greater than 2.0 to 1.0; and

(iv)the Issuer shall have delivered to the Trustee and the Collateral Agents an Officers’ Certificate and an Opinion of Counsel from independent legal counsel, each stating that such merger, sale, conveyance, spin-off, transfer, disposal or lease and such supplemental indenture and supplements to the Collateral Documents, if any, comply with this Indenture and the Collateral Documents.

(c)Azul and its Subsidiaries may consummate the Transactions.

The Trustee and the Collateral Agents shall be entitled to conclusively rely with no liability therefor on and shall accept such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in this Section 5.01.

Section 5.02.[Reserved].

Section 5.03.Substitution of the Issuer. Notwithstanding anything else in this Indenture or the Collateral Documents, in respect of the Notes, the Issuer may, without the consent of the Holders (and by purchasing or subscribing for any Notes, each Holder expressly consents), be replaced and substituted by (i) Azul or (ii) any wholly-owned Subsidiary of Azul that is an entity organized or existing under the laws of Brazil or a Qualified Merger Jurisdiction as principal debtor (in such capacity, the “Substituted Issuer”) in respect of the Notes; provided that:

(a)such documents shall be executed by the Substituted Issuer, the Issuer, Azul and the Trustee as may be necessary to give full effect to the substitution, including a supplemental indenture whereby the Substituted Issuer assumes all of the Issuer’s obligations under this Indenture (together, the “Issuer Substitution Documents”), and (without limiting the generality of the foregoing) pursuant to which the Substituted Issuer shall undertake in favor of each Holder, the Trustee and the Collateral Agents to be bound by the terms and conditions of the Notes and this Indenture as fully as if the Substituted Issuer had been named in the Notes and this Indenture as the principal debtor in respect of the Notes in place of the Issuer (or any previous substitute);

(b)without prejudice to the generality of the preceding paragraph, the Issuer Substitution Documents shall contain (x) a covenant by the Substituted Issuer and/or such other provisions as may be necessary to ensure that each Holder has the benefit of a covenant in terms corresponding to the obligation of the Issuer in respect of the payment of Additional Amounts as described hereunder with the substitution for the references to Brazil or United States, as applicable, of references to the territory in which the Substituted Issuer is incorporated, domiciled and/or resident for taxation purposes; provided the Substituted Issuer is incorporated, domiciled or resident for taxation purposes in a territory other than Brazil or the United States, as applicable, and (y) a covenant by the Substituted Issuer and the Issuer to indemnify and hold harmless the Trustee and the Collateral Agents and each Holder against all Taxes which arise by reason of a law or regulation having legal effect or being in reasonable contemplation thereof on the date such substitution becomes effective, which may be incurred or levied against the Trustee, the Collateral Agents or such Holder (or, where such Holder is not the beneficial owner of the note, such beneficial owner) as a result of any substitution pursuant to the conditions set forth under this Section 5.03 and which would not have been so incurred or levied had such substitution not been made (and, without limiting the foregoing, any and all Taxes which are imposed on any such Holder (or beneficial owner) by any political subdivision or taxing

authority of any country in which such Holder (or beneficial owner) resides or is subject to any such Tax and which would not have been so imposed had such substitution not been made);

(c)the Issuer shall have procured that each stock exchange which has the Notes listed thereon shall have confirmed in writing that following the proposed substitution of the Substituted Issuer, the Notes would continue to be listed on such stock exchange, or if such confirmation is not received or such continued listing is impracticable or unduly burdensome, the Issuer or Azul may de-list the Notes from any stock exchange on which the Notes are listed; and, in the event of any such de-listing, the Issuer shall use commercially reasonable efforts to obtain an alternative admission to listing, trading and/or quotation of the Notes by another listing authority, stock exchange or system as it may reasonably decide;

(d)the Issuer shall have delivered, or procured the delivery, to the Trustee of an Opinion of Counsel addressed to the Issuer, the Substituted Issuer, the Collateral Agents and the Trustee to the effect that the Issuer Substitution Documents constitute legal, valid and binding obligations of the Substituted Issuer and have been duly authorized, with such opinion to be dated as of the date the Issuer Substitution Documents are executed and to be available for inspection by Holders at the Corporate Trust Office;

(e)the Issuer shall have delivered, or procured the delivery, to the Trustee of an Opinion of Counsel addressed to the Issuer, the Substituted Issuer, the Collateral Agents and the Trustee to the effect that the Issuer Substitution Documents have been duly authorized, executed and delivered by the Issuer and that they constitute legal, valid and binding obligations of the Issuer, with such opinion to be dated as of the date the Issuer Substitution Documents are executed and to be available for inspection by Holders at the Corporate Trust Office;

(f)the Issuer shall have delivered, or procured the delivery, to the Trustee of an Opinion of Counsel to the Issuer, the Substituted Issuer, the Collateral Agents and the Trustee to the effect that the Issuer Substitution Documents constitute legal, valid and binding obligations of the parties thereto under New York law, with such opinion to be dated as of the date the Issuer Substitution Documents are executed and to be available for inspection by Holders at the Corporate Trust Office;

(g)the Substituted Issuer shall have appointed a process agent in the borough of Manhattan of the City of New York to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with this Indenture, the Notes or the Issuer Substitution Documents;

(h)no Event of Default has occurred and is continuing;

(i)the substitution complies with any applicable requirements of the laws of Brazil in connection therewith;

(j)the substitution shall not result in the Secured Parties failing to maintain perfected Liens in the Collateral in accordance with the terms of the Collateral Documents and shall not otherwise impair or adversely impact the Collateral or the rights of any of the Secured Parties therein; and

(k)each of the Substituted Issuer and the Issuer shall deliver to the Trustee an Officers’ Certificate, certifying that the terms of this Section 5.03 have been complied with and attaching copies of all documents contemplated herein.

Upon the execution of the Issuer Substitution Documents and the satisfaction of the conditions referred to in this Section 5.03, the Substituted Issuer shall be deemed to be named in the Notes as the principal debtor in place of the Issuer (or of any previous substitute under these provisions) and the Notes shall thereupon be deemed to be amended to give effect to the substitution. Except as set forth above, the execution of the Issuer Substitution Documents shall operate to release the Issuer (or such previous substitute as aforesaid) from all its Obligations in respect of the Notes, this Indenture and the Collateral Documents and its obligation to indemnify the Trustee hereunder.

Article 6 EVENTS OF DEFAULT AND REMEDIES

Section 6.01.Events of Default. The term “Event of Default” means, when used herein, with respect to the Notes any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to, or as a result of any failure to obtain, any authorization, order, rule, regulation, judgment or decree of any governmental or administrative body or court):

(a)any default in any payment of interest (including any related Additional Amounts) on any Note when the same becomes due and payable, and such default continues for a period of 30 days;

(b)any default in the payment of principal of or premium on (including any related Additional Amounts) any Note when the same becomes due and payable upon acceleration or redemption or otherwise occurs;

(c)the Issuer, the Guarantors and their Subsidiaries fail to comply with their respective obligations under Section 4.13(a) covering any material portion of the Collateral and such failure continues for a period of 60 days or more after the receipt of written notice;

(d)Azul or any Subsidiary (other than any Immaterial Subsidiary) fails to comply with any of their covenants or agreements in the Notes, the Note Guarantees, this Indenture or the Collateral Documents (other than those referred to in clause (a), (b) and (c) of this Section 6.01), and such failure continues for 60 days after the receipt of written notice;

(e)the Issuer or any Guarantor defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any such Guarantor (or the payment of which is guaranteed by the Issuer or any such Guarantor) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if (A) such default either (1) results from the failure to pay any such Indebtedness at its Stated Maturity (after giving effect to any applicable grace periods) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its Stated Maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its Stated Maturity and (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at Stated Maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, totals $250,000,000 (or the equivalent thereof in other currencies at the time of determination) or more in the aggregate;

(f)one or more final judgments or decrees for the payment of money of $250,000,000 (or the equivalent thereof in other currencies at the time of determination) or more in the aggregate (to the extent not covered by an insurance policy or policies issued by insurance

companies with sufficient financial resources to perform their obligations under such policies) are rendered against the Issuer or any Guarantor and are not paid (whether in full or in installments in accordance with the terms of the judgment) or otherwise discharged and, in the case of each such judgment or decree, either (i) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and is not dismissed within 60 days following commencement of such enforcement proceedings or (ii) there is a period of 60 days after such judgment becomes final during which such judgment or decree is not discharged, waived or the execution thereof stayed;

(g)a decree or order by a court having jurisdiction shall have been entered adjudging the Issuer or a Guarantor as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization by the Issuer or a Guarantor under any applicable bankruptcy, insolvency or other similar law and such decree or order continues undischarged or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction for the appointment of a receiver, liquidator or similar official for the liquidation or dissolution of the Issuer or a Guarantor shall have been entered, and such decree or order continues undischarged or unstayed for a period of 60 days; provided that any Guarantor may be liquidated or dissolved if, pursuant to such liquidation or dissolution, all or substantially all of its assets are transferred to the Issuer or a Guarantor;

(h)the Issuer or a Guarantor (i) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver liquidator, assignee, custodian, trustee or similar official of the Issuer or a Guarantor or for all or substantially all of the property of the Issuer or a Guarantor or (iii) effects any general assignment for the benefit of creditors;

(i)the Note Guarantee of a Guarantor ceases to be in full force and effect (except as contemplated by the terms hereof) or a Guarantor denies or disaffirms its obligations under this Indenture, including any such Note Guarantee, other than by reason of the release of the Note Guarantee in accordance with the terms of Section 10.08;

(j)(x) the Liens created by the Collateral Documents shall at any time cease to constitute a valid and perfected Lien on any material portion of the Collateral intended to be covered thereby (unless perfection is not required by this Indenture or the Collateral Documents) other than (A) in accordance with the terms of the relevant Collateral Document and this Indenture, (B) the satisfaction in full of all obligations under this Indenture or (C) any loss of perfection that results from the failure of the relevant Collateral Agent to maintain possession of certificates delivered to it representing securities pledged under the Collateral Documents and (y) such default continues for 60 days after receipt of written notice given by the Trustee or the holders of not less than 25% in aggregate principal amount of the then Outstanding Notes; provided that such default relates to Liens in excess of $50,000,000;

(k)unless all the Collateral has been released from the Liens in accordance with the provisions of the Collateral Documents and this Indenture, the Issuer shall assert or a Guarantor shall assert, in any pleading in a court of competent jurisdiction, with respect to a material portion of the Collateral, that any such security interest is invalid or unenforceable;

(l)the Escrow Agreement, to the extent executed and delivered, is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, other than in accordance with its terms and the terms hereof, or the security interest created by the Escrow Agreement is deemed invalid; and

(m)the Issuer fails to consummate the Special Mandatory Redemption if required in accordance with this Indenture.

An Event of Default under clause (e) of this Section 6.01 and all consequences thereof shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 30 days after such Event of Default arose:

(i)the Indebtedness that is the basis for such Event of Default has been discharged;

(ii)holders of such Indebtedness have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(iii)the default that is the basis for such Event of Default has been cured.

As long as the insolvency laws of the jurisdiction in which the Issuer or any Subsidiary or Guarantor are organized provide for restrictions on or sanctions associated with the ability of the Trustee or the Holders of the Notes to, directly or indirectly, exercise the right to declare an Event of Default under clauses (g) and (h) of this Section 6.01, nothing in such clauses (g) and (h) shall (1) prevent the commencement of any reorganization proceeding in such jurisdiction, whether voluntary or involuntary, in respect of the Issuer or any Guarantor or (2) prohibit the Issuer or any Guarantor from entering into a reorganization proceeding.

Section 6.02.Acceleration of Maturity, Rescission and Amendment.

(a)If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01) occurs and is continuing, the Trustee (acting solely at the written direction of the Holders of not less than 25% in principal amount of the Notes then Outstanding) or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare all unpaid principal of and accrued and unpaid interest, applicable premium (if any) and any Additional Amounts on all Notes to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee, if the notice is given by the Holders), stating that such notice is an “acceleration notice,” and upon any such declaration such amounts shall become due and payable immediately. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs and is continuing, then the principal of and accrued and unpaid interest, applicable premium (if any) and any Additional Amounts on all Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

(b)At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Required Holders by written notice to the Issuer and the Trustee may rescind or annul such declaration if:

(i)the Issuer has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on Outstanding Notes, (B) all unpaid principal of the Notes that has become due otherwise than by such declaration of acceleration, (C) to the extent that payment of such interest on the Notes is lawful, interest on such overdue interest (including any Additional Amounts) as provided herein and (D) all sums paid or advanced by the Trustee and Agents hereunder and the reasonable compensation, expenses, disbursements and advances of, and indemnity due to, the Trustee and Agents and their agents and counsel; and

(ii)all Events of Default have been cured or waived as provided in Section 6.13 other than the nonpayment of principal that has become due solely because of acceleration.

(c)No rescission pursuant to this Section 6.02 shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Section 6.03.Collection Suit by Trustee. If an Event of Default specified in clause (a) or (b) of Section 6.01 occurs, the Trustee, in its own name as trustee of an express trust (acting solely at the written direction of the Holders of not less than 25% in principal amount of the Notes then Outstanding), (i) shall institute a judicial proceeding for the collection of the whole amount then due and payable on such Notes for principal and interest (including Additional Amounts), and interest on any overdue principal and, to the extent that payment of such interest (including Additional Amounts) shall be legally enforceable, upon any overdue installment of interest (including Additional Amounts), at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, indemnities, disbursements and advances of the Trustee, its agents and counsel, (ii) shall prosecute such proceeding to judgment or final decree and (iii) shall enforce the same against the Issuer or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor under the Notes, wherever situated.

If an Event of Default occurs and is continuing, the Trustee shall (acting solely at the written direction of the Holders of not less than 25% in principal amount of the Notes then Outstanding) proceed to protect and enforce its rights and the rights of the Holders by any available proceeding at law or in equity, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture), the Trustee shall be held to represent all the Holders, and it shall not be necessary to make any Holder a party to any such proceedings.

Section 6.04.Other Remedies.

(a)Upon the occurrence, and during the continuation of an Event of Default, interest on the Notes and interest on overdue interest and other obligations hereunder shall accrue at the Default Rate.

(b)If an Event of Default occurs and is continuing, the Trustee shall (acting solely at the written direction of the Holders of not less than 25% in principal amount of the Notes then Outstanding) pursue any available remedy to collect the payment of principal of or interest (including Additional Amounts) on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

Section 6.05.Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

Section 6.06.Application of Money Collected. Any money collected by the Trustee (or the Principal Paying Agent on behalf of the Trustee) pursuant to this Article 6 shall be applied in the following order:

FIRST: ratably to the Trustee, the Registrar, the Transfer Agent, the Principal Paying Agent and the Collateral Agents for amounts due to each hereunder (including, without limitation, under Section 7.06);

SECOND: to Holders for amounts due and unpaid on the Notes for principal and interest (including Additional Amounts), ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest (including Additional Amounts), respectively; and

THIRD: to the Issuer or, to the extent the Trustee or a Paying Agent collects any amounts from any Guarantor, to such Guarantor or as a court of competent jurisdiction may direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.06. At least 15 days before such record date, the Issuer shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

Section 6.07.Limitation on Suits. A Holder may not pursue any remedy with respect to this Indenture or the Notes unless:

(a)the Holder has previously given to the Trustee written notice stating that an Event of Default has occurred and is continuing;

(b)the Holders of at least 25% in principal amount of the Notes have made a written request to the Trustee to pursue the remedy in respect of such Event of Default;

(c)such Holder or Holders has offered and provided to the Trustee security or indemnity reasonably satisfactory to the Trustee against any cost, loss, liability or expense to be incurred in compliance with such request;

(d)the Trustee does not comply with the request within 60 days after receipt of the request and the offer and provision of security or indemnity; and

(e)no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Required Holders.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

Section 6.08.Rights of Holders to Receive Principal and Interest. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective Payment Dates expressed in the Notes, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.09.Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Guarantors, the Trustee and the Holders shall be

restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 6.10.Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee hereunder) and the Holders allowed in any judicial proceedings relative to the Issuer or any Guarantor, their respective creditors or their respective properties and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.06. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.11.Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12.Control by Holders. The Required Holders may direct in writing the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of the Holders if such request or direction conflicts with any law or with this Indenture or, subject to Section 7.01, if the Trustee determines it is unduly prejudicial to the rights of other Holders (it being understood that, subject to Section 7.01 and 7.02, the Trustee shall have no duty to ascertain whether or not such actions or forbearance are unduly prejudicial to such Holders) or would involve the Trustee in personal liability or expense; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such request or direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all costs, losses, liabilities and expenses caused by taking or not taking such action.

Section 6.13.Waiver of Past Defaults and Events of Default. Subject to Section 6.02, the Required Holders by written notice to the Trustee may waive an existing Default or Event of Default and its consequences except (i) a Default or Event of Default in the payment of the principal of or interest on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Section 6.14.Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.15.Waiver of Stay or Extension Laws. The Issuer and each Guarantor covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Notes; and the Issuer and each Guarantor (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

Article 7 TRUSTEE AND AGENTS

Section 7.01.Duties of Trustee.

(a)If an Event of Default has occurred and is continuing and a Responsible Officer has received written notification thereof in accordance with the terms of this Indenture, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b)Except during the continuance of an Event of Default in the case of the Trustee only, (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee and (ii) in the absence of gross negligence or willful misconduct on the part of the Trustee as determined by a court of competent jurisdiction in a final, non-appealable judgment, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee, and conforming to the requirements of this Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of the mathematical calculations or other facts stated therein).

(c)The Trustee may not be relieved from liability for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment, except that:

(i)this clause (c) does not limit the effect of clause (b);

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is determined by a court of competent jurisdiction in a final, non-appealable judgment that the Trustee was grossly negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.07 or exercising any trust or power conferred upon it under this Indenture.

(d)The Trustee shall not be liable for interest on any money received by it except as each may agree in writing with the Issuer.

(e)Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(f)No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have grounds to believe that repayment of such funds and/or adequate indemnity against such risk or liability is not satisfactorily assured to it.

(g)Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01.

Section 7.02.Rights of Trustee.

(a)The Trustee may conclusively rely upon, and shall be protected in acting or refraining from acting based upon, any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in any such document.

(b)Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, the written advice of a qualified tax expert and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate, the qualified tax expert’s written advice and/or the Opinion of Counsel.

(c)The Trustee may act through agents or attorneys and shall not be responsible for the willful misconduct or negligence of any agent or attorneys appointed with due care.

(d)Any request, direction, order or demand of the Issuer shall be sufficiently evidenced by an Officers’ Certificate of the Issuer (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Issuer may be evidenced to the Trustee or any Agent by copies thereof certified by the Secretary or an Assistant Secretary (or equivalent officer) of the Issuer.

(e)The Trustee shall not be under an obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Holders or the Required Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred thereby.

(f)The Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture, provided that the conduct of the Trustee does not constitute willful misconduct gross negligence as determined by a court of competent jurisdiction in final, non-appealable decision.

(g)The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h)The Trustee may consult with counsel of its selection, and the advice or Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(i)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document unless, in the case of the Trustee, requested in writing by the Required Holders; provided that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not satisfactorily assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require from the Holders indemnity satisfactory to the Trustee against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee, shall be reimbursed by the Issuer upon demand.

(j)Neither the Trustee nor any Agent shall be required to invest, or shall be under any liability for interest, on any moneys at any time received by it pursuant to any of the provisions of this Indenture or the Notes except as the Trustee or any Agent may otherwise agree with the Issuer. Such moneys need not be segregated from other funds except to the extent required by mandatory provisions of law.

(k)In no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(l)The permissive rights of the Trustee enumerated herein shall not be construed as duties of the Trustee.

(m)The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(n)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including its Agent roles), and to each (and shall be enforceable by each, respectively) Agent, Custodian and other Person employed to act hereunder. For the avoidance of any doubt, each Collateral Agent shall be entitled to all of the protections, immunities, indemnities, rights and privileges of the Trustee set forth in this Indenture, the Collateral Documents and the other Note Documents and all such protections, immunities, indemnities, rights and privileges shall apply to each Collateral Agent (including applicable directors, officers, employees, agents and attorneys) in its respective roles hereunder and thereunder to which they are a party, whether or not expressly stated therein.

(o)The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Section 7.03.Individual Rights of Trustee. The Trustee and any Collateral Agent, Paying Agent, Registrar or co-registrar or any other agent of the Issuer or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.

Section 7.04.Trustee’s Disclaimer. Neither the Trustee nor any Agent shall be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

Section 7.05.Notice of Defaults and Events of Default. The Trustee is not to be charged with knowledge of any Default or Event of Default or knowledge of any cure of any Default or Event of Default unless written notice of such Default or Event of Default has been given to a Responsible Officer by the Issuer or any Holder. If a Default or Event of Default occurs and is continuing, and if it is known to a Responsible Officer of the Trustee, the Trustee shall deliver to each Holder notice of the Default or Event of Default within 90 days after a Responsible Officer of the Trustee receives such written notification of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or premium, if any, or interest or any Additional Amounts on, any Note, the Trustee may withhold the notice and shall be protected from withholding the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Holders.

Section 7.06.Compensation and Indemnity.

(a)The Issuer shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as the Issuer and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable and duly documented or invoiced out-of-pocket expenses incurred or made by it, including but not limited to, costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable fees and duly documented expenses of counsel retained by the Trustee, in addition to the compensation for its services. Such expenses shall include the reasonable and duly documented compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. Payments of any such expenses by the Issuer to the Trustee shall be made free and clear of and without deducting or withholding an amount for or on account of any present or future Taxes (excluding any Taxes (i) imposed on, or measured by reference to, income or (ii) arising due to the failure of the Trustee to provide the Issuer with reasonably requested Tax forms or documentation).

(b)The Issuer and the Guarantors shall jointly and severally indemnify the Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees and duly documented or invoiced expenses, excluding, for the avoidance of doubt, any taxes on fees paid to the Trustee or the Agents) incurred by it without gross negligence or willful misconduct on its part in connection with the acceptance and administration of this trust, the performance of its duties hereunder and the exercise of its rights hereunder (including in respect of the Trustee’s reliance on any certificate required or permitted to be delivered hereunder or on the failure by the Issuer or the Guarantors to deliver such required certificate), including the costs and expenses of enforcing this Indenture (including this Section 7.06) and of defending itself against any claims (whether asserted by any Holder, the Issuer, the Guarantors or otherwise). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer and the Guarantors of their obligations hereunder. Neither the Issuer nor the Guarantors are required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own gross negligence or willful misconduct, as determined by a competent court of appropriate jurisdiction in a final, non-appealable judgment.

(c)To secure the Issuer’s payment obligations in this Section 7.06, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the Issuer.

(d)The Issuer’s and the Guarantor’s indemnification and payment obligations pursuant to this Section 7.06 shall survive the discharge of this Indenture and the resignation or

removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default or Event of Default specified in clause (g) or (h) of Section 6.01, the expenses are intended to constitute expenses of administration under any Bankruptcy Law; provided, however, that this shall not affect the Trustee’s rights as set forth in this Section 7.06 or Section 6.06.

Section 7.07.Replacement of Trustee.

(a)The Trustee may resign at any time by so notifying the Issuer in writing. The Holders of a majority in principal amount of the Notes may, upon 30 days prior notice to the Trustee, remove the Trustee by so notifying the Trustee in writing and may appoint a successor Trustee. The Issuer shall remove the Trustee if:

(i)the Trustee fails to comply with Section 7.09;

(ii)the Trustee is adjudged a bankrupt or insolvent;

(iii)a receiver or other public officer takes charge of the Trustee or its property; or

(iv)the Trustee otherwise becomes incapable of acting.

(b)If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee) the Issuer shall promptly appoint a successor Trustee.

(c)A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06.

(d)If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, at the expense of the Issuer, the Issuer or the Required Holders may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(e)If the Trustee fails to comply with Section 7.09, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)Notwithstanding the replacement of the Trustee pursuant to this Section 7.07, the Issuer’s obligation under Section 7.06 shall continue for the benefit of the retiring Trustee.

Section 7.08.Successor Trustee by Merger.

(a)If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business (including this transaction) or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

(b)In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the

certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes in the name of the successor to the Trustee; and in all such cases such adopted certificates shall have the full force of all provisions within the Notes or in this Indenture relating to the certificate of the Trustee.

Section 7.09.Eligibility; Disqualification. The Trustee hereunder shall at all times be a corporation, bank or trust company organized and doing business under the laws of the United States or any state thereof (i) which is authorized under such laws to exercise corporate trust power, (ii) is subject to supervision or examination by governmental authorities, (iii) shall have at all times a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and (iv) shall have its Corporate Trust Office in The City of New York. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.09, it shall resign immediately in the manner and with the effect specified in Section 7.07.

Article 8 DISCHARGE OF INDENTURE; DEFEASANCE

Section 8.01.Discharge of Liability on Notes.

(a)This Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all Outstanding Notes when (i) either (1) all the Notes authenticated and delivered in accordance with this Indenture (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust in accordance with this Indenture) have been delivered to the Trustee for cancellation or (2) all Notes not delivered to the Trustee for cancellation (x) have become due and payable or will become due and payable within one (1) year or (y) are to be called for redemption within one (1) year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and, in each case, the Issuer or the Guarantors, have irrevocably deposited or caused to be deposited with the Trustee funds or certain direct, non-callable obligations of, or guaranteed by, the United States sufficient, in the opinion of a nationally recognized firm of independent public accountants, without reinvestment to pay and discharge the entire indebtedness on the Notes not delivered in accordance with this Indenture to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or Redemption Date, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to such payment; (ii) if in any such case no Default or Event of Default has occurred and is continuing on the date of such deposit after giving effect thereto; (iii) the Issuer pays all other sums payable hereunder and under the Notes by the Issuer and (iv) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with.

(b)Subject to Section 8.01(c), 8.02 and 8.06, the Issuer or any Guarantor at any time may terminate (i) all of the Issuer’s obligations under this Indenture, the Notes and the Collateral Documents (“legal defeasance option”) or (ii) the obligations of the Issuer under Section 4.02 through 4.21 (other than Section 4.06) and 5.01(b) and 5.02 and the operation of clause (d), (f), (j) and (k) of Section 6.01 (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer or any Guarantor of the legal defeasance option or the covenant defeasance option, each Guarantors’ obligations under its Note Guarantee will terminate.

If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in clause (b), (c), (d), (e) or (f) of Section 6.01.

Upon satisfaction of the conditions set forth herein and upon request of the Issuer or any Guarantor, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer and the Guarantors hereunder except those specified in Section 8.01(c).

(c)Notwithstanding clause (a) and (b) of this Section 8.01, Section 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 4.06, 7.06, 7.07, 8.04, 8.05 and 8.06 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer and the Guarantors pursuant to Section 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, each Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer or any Guarantor to the Trustee under this Indenture shall survive.

Section 8.02.Conditions to Defeasance. The Issuer or a Guarantor may exercise the legal defeasance option or the covenant defeasance option only if:

(a)the Issuer or such Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (the “defeasance trust”), money or U.S. Government Obligations, or a combination thereof, sufficient for the payment of principal of, premium, if any, and interest on all the Notes to Maturity or redemption;

(b)the Issuer or such Guarantor delivers to the Trustee a certificate from an internationally recognized firm of independent accountants expressing their opinion that the payments of principal of and interest on the Notes when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as shall be sufficient to pay the principal of, premium, if any, and interest on all the Notes when due at Maturity or on redemption, as the case may be;

(c)no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto;

(d)the deposit does not constitute a default or event of default under any other agreement binding on the Issuer or Guarantor;

(e)[reserved];

(f)in the case of the legal defeasance option, the Issuer or a Guarantor deliver to the Trustee an Opinion of Counsel with respect to U.S. federal income tax matters stating that (1) the Issuer or such Guarantor has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (2) since the Issue Date there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(g)in the case of the covenant defeasance option, the Issuer or a Guarantor delivers to the Trustee an Opinion of Counsel with respect to U.S. federal income tax matters to the effect that the beneficial owners of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and

(h)the Issuer or a Guarantor delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article 8 have been complied with.

Before or after a deposit, the Issuer or any Guarantor may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Section 8.03.Application of Trust Money. The Trustee or the Paying Agent on behalf of the Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 8.02. It shall apply the deposited money and the money from U.S. Government Obligations through the Principal Paying Agent or Paying Agents and in accordance with this Indenture to the payment of principal of and interest on the Notes.

Section 8.04.Repayment to Issuer. Upon termination of the trust established pursuant to Section 8.02, the Trustee and each Paying Agent shall promptly pay to the Issuer upon request, any excess cash or U.S. Government Obligations held by them.

The Trustee and each Paying Agent shall pay to the Issuer, upon request, any money held by them for the payment of principal of or interest on the Notes that remains unclaimed for two years after the due date for such payment of principal or interest, and, thereafter, the Trustee and each Paying Agent, as the case may be, shall not be liable for payment of such amounts hereunder and the Holders shall be entitled to such recovery of such amounts only from the Issuer.

Section 8.05.Indemnity for U.S. Governmental Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.

Section 8.06.Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Issuer and the Guarantors under this Indenture, the Note Guarantees and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or such Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Issuer or any Guarantor has made any payment of principal of or interest on any Notes because of the reinstatement of its obligations, the Issuer and the Guarantors shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or such Paying Agent.

Article 9 AMENDMENTS

Section 9.01.Without Consent of Holders. The Issuer and the Guarantors, when authorized by a Board Resolution, the Trustee and the Collateral Agents may amend or

supplement this Indenture, the Notes, the Note Guarantees or the Collateral Documents without notice to or consent or vote of any Holder for the following purposes:

(a)to cure any ambiguity, omission, defect or inconsistency;

(b)to comply with Section 5.01;

(c)to add to the covenants of the Issuer or the Guarantors for the benefit of the Secured Parties;

(d)to surrender any right herein conferred upon the Issuer or the Guarantors;

(e)to evidence and provide for the acceptance of an appointment by a successor Trustee, U.S. Collateral Agent or Brazilian Collateral Agent;

(f)to evidence the succession of another entity to the Issuer or the Guarantors and the assumption by any such successor of the obligation of the Issuer or the Guarantors under the Notes, this Indenture and the Note Guarantees, as applicable, in compliance with Section 5.02 hereof;

(g)to provide for the issuance of Additional Notes permitted hereunder;

(h)to provide for any guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any guarantee of the Notes when such release, termination or discharge is permitted by this Indenture;

(i)to make any other change that does not adversely affect the legal rights or interests of the Holders;

(j)to comply with any applicable requirements of the SEC, including in connection with a required qualification of this Indenture under the U.S. Trust Indenture Act of 1939, as amended, or any applicable securities depositary;

(k)to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Collateral Documents, or any release of Collateral pursuant to the terms of this Indenture or any of the Collateral Documents;

(l)to add additional assets as Collateral;

(m)to amend the Collateral Documents in a manner that does not adversely affect the legal rights or interest of the Holders;

(n)to provide for the issuance of Notes, related guarantees thereof and Liens securing Notes;

(o)to enter into any Intercreditor Agreement or any amendments, supplements, joinders or waivers with respect thereto ; or

(p)to conform the text of this Indenture, the Notes, the Collateral Documents or any applicable intercreditor agreement to any provision of the “Description of Notes” section of the Offering Memorandum;

provided that the Issuer has delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such amendment or supplement complies with the provisions of this Section 9.01.

Upon the written request of the Issuer, accompanied by a Board Resolution authorizing the execution of any supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.05, the Trustee shall join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise.

The Issuer and each Guarantor must consent to any amendment or supplement hereunder.

Section 9.02.With Consent of Holders. Except as specified in Section 9.01, the Issuer and the Guarantors, when authorized by a Board Resolution, and the Trustee and the Collateral Agents, together, may amend or supplement this Indenture, the Notes or the Collateral Documents with the written consent of the Required Holders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Collateral Documents or modifying in any manner the rights of the Holders under this Indenture, and the Required Holders may, except as set forth below, waive any past Default or compliance with any provision of this Indenture or the Collateral Documents; provided, however, that, without the consent of Holders of at least 66 2/3% in principal amount of the Outstanding Notes, any such amendment, waiver, supplement or other modification may not (i) release or have the effect of releasing or subordinating all or substantially all of the Liens securing the obligations under the Notes or (ii) release all or substantially all of the value of the Note Guarantees of Notes. However, without the consent of each applicable Holder affected thereby, an amendment or waiver may not:

(a)reduce the principal amount of or change the Stated Maturity of any payment on any Note;

(b)reduce the stated rate of any interest on any Note;

(c)reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed (other than provisions related to the number of days of notice to be given in the event of a redemption);

(d)change the currency for payment of principal of, or interest or any Additional Amounts on, any Note;

(e)impair the right to institute suit for the enforcement of any right to payment on or with respect to any Note;

(f)waive a Default or Event of Default in payment of principal of and interest on the Notes;

(g)reduce the principal amount of Notes whose Holders must consent to any amendment, supplement or waiver;

(h)make any change in this first paragraph of this Section 9.02; or

(i)contractually subordinate the Notes or the Note Guarantees in right of payment to any other obligations.

For the avoidance of doubt, Section 4.10 and related definitions may be amended, supplemented or waived with the consent of the Required Holders.

Upon the written request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.05 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of such supplemental indenture but the Trustee shall not be obligated to enter into any such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise.

The Issuer shall mail to Holders prior written notice of any amendment or waiver proposed to be adopted under this Section 9.02.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment or waiver under this Section 9.02 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or waiver. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or waiver under this Section 9.02.

The Issuer and each Guarantor must consent to the amendment, supplement or waiver under this Section 9.02.

Section 9.03.Revocation and Effect of Consents and Waivers.

(a)A consent to an amendment or a waiver by a Holder of Notes shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder, if such Holder or subsequent Holder states that such consent or waiver is revocable, may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the written notice of revocation at least one (1) Business Day prior to the date the amendment or waiver becomes effective. After it becomes effective, an amendment or waiver shall bind every Holder.

(b)The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above. If a record date is fixed, then notwithstanding Section 9.03(a) those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

Section 9.04.Notation on or Exchange of Notes. If an amendment changes the terms of a Note, the Issuer may require the Holder to deliver the Note to the Trustee. If so instructed by

the Issuer, the Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Issuer so determines, the Issuer in exchange for the Note shall issue and, upon receipt of a Company Order, the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment.

Section 9.05.Trustee and Collateral Agents to Sign Amendments. The Trustee and the Collateral Agents shall sign any amendment authorized pursuant to this Article 9 if the amendment, waiver or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agents. In signing such amendment, waiver or supplement, in addition to the documents required by Section 11.04, the Trustee and the Collateral Agents shall be entitled to receive indemnity satisfactory to the Trustee and the Collateral Agents and to receive, and, subject to Section 7.01, shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel each stating and as conclusive evidence that such amendment, waiver or supplemental indenture is authorized or permitted by this Indenture or the Collateral Documents, that it is not inconsistent herewith, and that it shall be valid and binding upon the Issuer in accordance with its terms.

Section 9.06.Payment for Consent. Neither the Issuer nor any of its Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of Notes which so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

Article 10 GUARANTEES

Section 10.01.The Note Guarantees. Each Guarantor hereby fully, unconditionally and irrevocably guarantees, jointly and severally with all Guarantors, as primary obligor and not merely as surety and on an unsecured basis, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of any obligations of the Issuer and any other Guarantor under this Indenture and the Notes (a “Note Guarantee”). Each Guarantor further agrees (to the extent permitted by law) that the obligations of the Issuer and any other Guarantor under this Indenture and the Notes (the “Guaranteed Obligations”) may be modified in any manner and may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article 10 notwithstanding any modification, extension or renewal of any Guaranteed Obligation. Each Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee.

Section 10.02.Waiver by the Guarantors.

(a)Each Guarantor waives notice of any Default under this Indenture, the Notes or the Guaranteed Obligations. The obligations of the Guarantors hereunder shall not be affected by:

(i)the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise;

(ii)any extension or renewal of any thereof;

(iii)any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement;

(iv)the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them;

(v)the failure of any Holder to exercise any right or remedy against any other Guarantor; or

(vi)any change in the ownership of the Issuer.

(b)Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by the Trustee or any Holder to any security held for payment of the Guaranteed Obligations.

(c)Each Guarantor further expressly waives irrevocably and unconditionally:

(i)any right it may have to require any Holder or the Trustee to first proceed against, initiate any actions before a court of law or any other judge or authority, or enforce or complete the enforcement of any rights or security (or apply as payment in respect of such security) or claim or complete any claim for payment from the Issuer or any other Person (including any other guarantor) before initiating a claim or continuing to claim against it as Guarantor under this Indenture or the Notes;

(ii)any right to which it may be entitled to have the assets of the Issuer or any other Person (including any other Guarantor) first be used, applied or depleted as payment of the Issuer’s obligations hereunder, prior to any amount being claimed from or paid by such Guarantor hereunder; and

(iii)any right to which it may be entitled to have claims hereunder divided between such Guarantor and the Issuer.

Section 10.03.No Reduction, Limitation, Impairment or Termination.

(a)Except as set forth in Section 10.07 and 10.08 and Article 8, the obligations of the Guarantors hereunder shall not be subject to any reduction, deduction, compensation, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, combination of accounts, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantors or would otherwise operate as a discharge of any Guarantor as a matter of law or equity.

(b)Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by the Trustee or any Holder upon the bankruptcy or reorganization of the Issuer or otherwise.

Section 10.04.Promise to Pay. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Guarantors by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee any amount owed to it and to the Holders an amount equal to the sum of:

(a)the unpaid amount of such Guaranteed Obligations then due and owing: and

(b)accrued and unpaid interest, if any, on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law);

provided, that any delay by the Trustee in giving such written demand shall in no event affect the Guarantors’ obligations under the Note Guarantee.

Section 10.05.Acknowledgement of Consideration. Each Guarantor acknowledges and represents that it will receive sufficient valuable direct or indirect benefits as a result of the entering into of this Indenture.

Section 10.06.Acceleration. Subject to Section 10.07, each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Trustee and the Holders, on the other hand:

(a)the maturity of the Guaranteed Obligations may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations; and

(b)in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of the Note Guarantee.

Section 10.07.Limitation on Liability. The obligations of the Guarantors hereunder will be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of the Guarantors, result in the Guaranteed Obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under applicable law.

Section 10.08.Termination, Release and Discharge. Each Guarantor shall be released and relieved of its obligations under the Note Guarantee of Notes in the event that:

(a)a sale or other disposition (including by way of consolidation or merger) of such Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (other than to the Issuer or a Subsidiary) or otherwise permitted by this Indenture; or

(b)defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of each Guarantor that shall survive defeasance or discharge;

provided, that the transaction is carried out pursuant to and in accordance with all other applicable provisions hereof. At the request of the Issuer, the Trustee shall execute and deliver an instrument evidencing such release, which shall not require the consent of the Holders.

Section 10.09.No Subrogation. Each Guarantor agrees that it shall not be entitled to any right of indemnity, exoneration, contribution, reimbursement, recourse or subrogation in respect of any Guaranteed Obligations until payment in full in U.S. Dollars of all Guaranteed Obligations. If any amount shall be paid to the Guarantors on account of such indemnity, exoneration, contribution, reimbursement, recourse or subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full in U.S. Dollars, such amount shall be held by the Guarantors in trust for the Trustee and the Holders, segregated from other funds of

the Guarantors, and shall, forthwith upon receipt by the Guarantors, be turned over to the Trustee in the exact form received by the Guarantors (duly endorsed by the Guarantors to the Trustee, if required), to be applied against the Guaranteed Obligations.

Article 11 MISCELLANEOUS

Section 11.01.Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes. Nothing in this Indenture or the Notes, expressed or implied, shall give to any Person other than the parties hereto and their successors hereunder and the Holders of the Notes any benefit or any legal or equitable right, remedy or claim under this Indenture or the Notes.

Section 11.02.Notices. Any request, demand, authorization, direction, notice, consent, waiver or other communication or document provided or permitted by this Indenture to be made upon, given, provided or furnished to, or filed with, any party to this Indenture shall, except as otherwise expressly provided herein, be in writing and shall be deemed to have been received only upon actual receipt thereof by prepaid first class mail, courier, telecopier or electronic transmission, addressed to the relevant party as follows:

To the Issuer and the Guarantors:

Edifício Jatobá, 8th floor, Castelo Branco Office Park

Avenida Marcos Penteado de Ulhôa Rodrigues, 939

Tamboré, Barueri, São Paulo, SP, 06460-040, Brazil

Fax: +55 11 4134-9890

Attention: Raphael Linares Felippe

Email: raphael.linares@voeazul.com.br

To the Trustee, Registrar, Transfer Agent, U.S. Collateral Agent or Principal Paying Agent,

UMB Bank National Association

100 William Street, Suite 1850

New York, NY 10038

Telephone: +1 (646) 650-3178

Attention: Julius Zamora

E-mail: Julius.zamora@umb.com; david.massa@umb.com

To the Brazilian Collateral Agent:

Lumen Trust Ltda.

Rua Floria, No. 320, 21st floor Cidade Monções, Arbo Casa Verticais São Paulo, SP, 04565-000, Brazil Telephone: +55 11 99483-3769 Attention: Diogo Malheiros Email: diogo.malheiros@lumen-trust.com; operations@lumen-trust.com

Notices or communications to the Issuer and the Guarantors will be deemed given if given to the Issuer.

Any party by written notice to the other parties may designate additional or different addresses for subsequent notices or communications.

Where this Indenture provides for the giving of notice to Holders, such notice shall be deemed to have been given, in accordance with Applicable Procedures.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed to a Holder in the manner provided above, it is duly given, whether or not the addressee receives it.

Section 11.03.Electronic Instructions to Trustee. The Trustee shall have the right to accept and act upon instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (as defined below); provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Issuer understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. “Electronic Means” shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

Section 11.04.Officers’ Certificate and Opinion of Counsel as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture or any Collateral Document, the Issuer shall furnish to the Trustee:

(a)an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 11.05.Statements Required in Officers’ Certificate or Opinion of Counsel. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include substantially:

(a)a statement that each Person making or rendering such Officers’ Certificate or Opinion of Counsel has read such covenant or condition and the related definitions;

(b)a statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Officers’ Certificate or Opinion of Counsel are based;

(c)a statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)a statement as to whether or not, in the opinion of each such Person, such covenant or condition has been complied with.

Section 11.06.Rules by Trustee, Registrar, Paying Agent and Transfer Agents. The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar, the Paying Agent and the Transfer Agent may make reasonable rules for their functions.

Section 11.07.Currency Indemnity. U.S. Dollars are the sole currency of account and payment for all sums payable by the Issuer or the Guarantors under or in connection with the Notes or the Note Guarantees, as the case may be, including damages. Any amount received or recovered in a currency other than U.S. Dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) by the Trustee or any Holder of a Note in respect of any sum expressed to be due to it from the Issuer or the Guarantors shall only constitute a discharge to the Issuer or the Guarantors, as the case may be, to the extent of the U.S. Dollar amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that U.S. Dollar amount is less than the U.S. Dollar amount expressed to be due to the recipient under any Note, the Issuer and the Guarantors shall indemnify, to the extent permitted by applicable law, the Trustee or such Holder against any loss sustained by it as a result, and if the amount of U.S. Dollars so purchased is greater than the sum originally due to such Holder, such Holder shall, by accepting a Note, be deemed to have agreed to repay such excess. In any event, the Issuer and the Guarantors shall indemnify the recipient against the cost of making any such purchase.

For the purposes of this Section 11.07, it shall be sufficient for the Holder of a Note to certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of U.S. Dollars been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the other obligations of the Issuer and the Guarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Trustee or any Holder of a Note and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note.

Section 11.08.No Recourse Against Others. No director, officer, employee or shareholder, as such, of the Issuer, the Guarantors or the Trustee shall have any liability for any obligations of the Issuer, the Guarantors or the Trustee, respectively, under this Indenture or the Notes or the Note Guarantees or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

Section 11.09.Legal Holidays. In any case where any Interest Payment Date or Redemption Date or date of Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or Redemption Date or date of Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date or Redemption Date or date of Maturity, as the case may be, on account of such delay.

Section 11.10.Governing Law and Waiver of Jury Trial. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES AND THE NOTE GUARANTEES (EXCLUDING (I) THE BRAZILIAN COLLATERAL DOCUMENTS, WHICH SHALL BE GOVERNED UNDER BRAZILIAN LAW AND (II) THE CAYMAN COLLATERAL DOCUMENTS, WHICH SHALL BE GOVERNED UNDER CAYMAN ISLANDS LAW) WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AND THE HOLDERS BY ACCEPTANCE OF THE NOTES HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY OTHER JURISDICTION THAT COULD APPLY BY VIRTUE OF ITS PRESENT OR FUTURE DOMICILE OR ANY OTHER REASON AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR ANY TRANSACTION RELATED HERETO.

Section 11.11.Consent to Jurisdiction; Waiver of Immunities.

(a)Any legal suit, action or proceeding arising out of or based upon this Indenture, the Notes, the Note Guarantees, the Escrow Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding (a “Related Judgment”)) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Related Proceeding in the Specified Courts, irrevocably waive any rights to which any of them may be entitled on account of place of residence or present or future domicile, and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. Each of the Issuer and the Guarantors irrevocably appoints Cogency Global Inc. (the “Authorized Agent”) as its agent to accept and acknowledge on their behalf service of process or other legal summons for purposes of any Related Proceeding that may be instituted in any Specified Court. Each of the Issuer and the Guarantors hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process and shall provide evidence that the fees for the appointment of a process agent from the date hereof through the Stated Maturity of the Notes are fully paid in advance. Each of the

Issuer and the Guarantors further agrees to take any and all action to continue such appointment in full force and effect as aforesaid. Subject to applicable law, personal service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Issuer and the Guarantors.

(b)With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Section 11.12.Successors and Assigns. All covenants and agreements of the Issuer and the Guarantors in this Indenture, the Notes and the Note Guarantees shall bind their respective successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors.

Section 11.13.Multiple Originals and Counterparts; Electronic Execution. The parties may sign any number of copies of this Indenture, including in electronic .pdf format. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. Delivery of an executed counterpart of a signature page of this Indenture by telecopy, e-mail, pdf, electronic signature or any other electronic means (e.g., “pdf”, Docusign or “tif”) shall be effective as delivery of a manually executed counterpart of this Indenture. The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 11.14.Severability Clause. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any term or provision hereof invalid or unenforceable in any respect.

Section 11.15.Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God or epidemics or pandemics, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 11.16.USA Patriot Act. The parties hereto acknowledge that, in accordance with Section 326 of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended, modified or supplemented from time to time, the “USA Patriot Act”), the Trustee and the Collateral Agents, like all financial institutions, are required to obtain, verify and record information that identifies each Person or legal entity that opens an account. The parties to this Agreement agree that they will provide the Trustee or the Collateral Agents with such

information as the Trustee or Collateral Agents may request in order for the Trustee or Collateral Agents to satisfy the requirements of the USA Patriot Act.

Section 11.17.Trustee Compliance with FATCA. In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time that a foreign financial institution, issuer, paying agent, Holder or other institution is or has agreed to be subject to related to this Indenture, the Issuer and the Guarantors agree (i) to use commercially reasonable efforts to provide to the Trustee sufficient information about Holders or other applicable parties and/or transactions (including any modification to the terms of such transactions), to the extent the Issuer or any Guarantor has access to and is legally eligible to provide such information, so the Trustee can determine whether it has tax related obligations under applicable law, (ii) that the Trustee shall be entitled to make any required withholding or deduction from payments under this Indenture to the extent necessary to comply with applicable law for which the Trustee shall not have any liability except as may result from its own gross negligence or willful misconduct and (iii) to hold harmless the Trustee for any losses it may suffer due to the actions it takes to comply with such applicable law except as may result from its own gross negligence or willful misconduct. The terms of this section shall survive the termination of this Indenture.

Section 11.18.Indenture Controls. If and to the extent that any provision of the Notes or the Collateral Documents limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control.

Section 11.19.No Incorporation by Reference of Trust Indenture. This Indenture is not subject to the mandatory provisions of the Trust Indenture Act. The provisions of the Trust Indenture Act are not incorporated by reference in or made part of this Indenture unless specifically provided herein.

Section 11.20.OFAC Certification. The Issuer covenants and represents that neither it nor any of its Affiliates or Subsidiaries, their respective directors or officers are the target or subject of any sanctions enforced by the Unites States Government (including the Office of Foreign Assess Control of the United States Department of Treasury), the United Nations Security Counsel, the European Union, the HM Treasury or other relevant sanctions authority (collectively “Sanctions”). The Issuer covenants and represents that neither it nor any of its Affiliates or Subsidiaries, their respective, directors or officers will use any funds raised pursuant to the issuance of the Notes (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any Person.

Article 12 COLLATERAL

Section 12.01.Collateral Documents.

(a)The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Issuer and the Guarantors to the Holders or the Trustee under this Indenture, the Notes and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Issuer’s and the Guarantors’ respective obligations hereunder.

(b)The Issuer and the Guarantors shall deliver to the Trustee copies of all Collateral Documents and all notices and other documents delivered to the Collateral Agents pursuant to the Collateral Documents.

(c)The Issuer and the Guarantors will comply with Section 4.13.

Section 12.02.Release of Collateral.

(a)Subject to clause (b), (c) and (d) of this Section 12.02, the Liens securing the Notes will be automatically released (other than, for the avoidance of doubt, the Specified Collateral unless such release complies with this Indenture), and the Trustee and the Collateral Agents (subject to its receipt of an Officers’ Certificate and Opinion of Counsel as provided below) shall execute documents evidencing such release (in each case, without representation, warranty or recourse), or instruct the relevant Collateral Agent to execute, as applicable, the same at the Issuer’s sole cost and expense, under one or more of the following circumstances:

(i)in whole upon:

(A)payment in full of the principal of, together with accrued and unpaid interest (including Additional Amounts, if any) on, the Notes and all other obligations under this Indenture;

(B)satisfaction and discharge of this Indenture as set forth under Article 8; or

(C)a legal defeasance option or covenant defeasance option as set forth under Article 8; and

(ii)in part, as to any asset constituting Collateral:

(A)that is sold, transferred or otherwise disposed of by the Issuer or any Guarantor to any Person that is not of the Issuer or a Guarantor in a transaction permitted by this Indenture and the Collateral Documents;

(B)that is held by a Guarantor that is released from its Note Guarantee pursuant to Section 10.08;

(C)that becomes an Excluded Asset;

(D)[reserved]; or

(E)that is otherwise released in accordance with this Indenture or the Collateral Documents.

(b)With respect to any release of Collateral, the Trustee and the Collateral Agents shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents, as applicable, to such release have been satisfied, that such release is authorized or permitted by the terms of this Indenture and the Collateral Documents, and that the Trustee and the Collateral Agents are authorized and directed to execute and deliver the documents provided by the Issuer in connection with such release, and any necessary or proper instruments of termination, satisfaction, discharge or release prepared by the Issuer. None of the Trustee or the Collateral Agents shall be liable for any such release undertaken in reliance upon any such Officers’ Certificate, Opinion of Counsel or direction and notwithstanding any term hereof or in any

Collateral Document to the contrary, the Trustee and the Collateral Agents shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officers’ Certificate, Opinion of Counsel and direction.

(c)At any time when an Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a copy of a notice of acceleration to the Collateral Agents, no release of Collateral pursuant to clause (a)(ii) of this Section 12.02 or similar provisions in the Collateral Documents shall be effective as against the Holders.

(d)Notwithstanding anything to the contrary in this Section 12.02 and the partial release of Liens in accordance with clause (a) and (b) above of this Section 12.02, Liens shall not be released in whole while other Secured Obligations (as defined in the U.S. Security Agreement) are still outstanding.

Section 12.03.Suits to Protect the Collateral.

Subject to the provisions of Article 7 hereof and the Collateral Documents, the Collateral Agents, at the direction of the Trustee (acting at the written direction of the Required Holders) and for the benefit of the Secured Parties, may take all directed actions in order to:

(a)enforce any of the terms of the Collateral Documents (including, voting any pledged shares as set forth thereunder); and

(b)collect and receive any and all amounts payable in respect of the obligations hereunder.

Subject to the provisions of the Collateral Documents, the Collateral Agents, at the written direction of the Trustee (acting at the direction of the Required Holders) and for the benefit of the Secured Parties, shall have power to institute and to maintain such suits and proceedings as the Required Holders may determine to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Collateral Documents or this Indenture, and such suits and proceedings as the Required Holders may determine to preserve or protect their interests and the interests of the Holders in the Collateral. Nothing in this Section 12.03 shall be considered to impose any such duty or obligation to act on the part of the Trustee or the Collateral Agents.

Section 12.04.Authorization of Receipt of Funds by the Trustee Under the Collateral Documents.

Each of the Collateral Agents and the Trustee (and the Principal Paying Agent on behalf of the Trustee) are authorized to receive any funds for the benefit of the Secured Parties distributed under the Collateral Documents, and to make further distributions of such funds to the Secured Parties according to the provisions of the Collateral Documents and this Indenture.

Section 12.05.Purchaser Protected.

In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Collateral Agents or the Trustee to execute

the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article 12 to be sold be under any obligation to ascertain or inquire into the authority of the Issuer or the applicable Guarantor to make any such sale or other transfer.

Section 12.06.Powers Exercisable by Receiver or Trustee.

In case the Collateral shall be in the lawful possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 12 upon the Issuer or a Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuer or a Guarantor or of any Officer or Officers thereof required by the provisions of this Article 12; and if the Trustee or the Collateral Agents shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee or the Collateral Agents.

Section 12.07.Collateral Agents.

(a)Each of the Holders, by acceptance of the Notes, and the Issuer hereby designates and appoints the Collateral Agents as its agents under this Indenture and the Collateral Documents and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agents to take such action on its behalf under the provisions of this Indenture and the Collateral Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agents by the terms of this Indenture and the Collateral Documents, and consents and agrees to the terms of each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Agents agree to act as such on the express terms and conditions contained in this Indenture and this Section 12.07. The provisions of this Section 12.07 are solely for the benefit of the Collateral Agents, and none of the Trustee, any of the Holders, the Issuer nor any of the Guarantors shall have any rights as a third party beneficiary of any of the provisions contained in this Section 12.07 other than as expressly provided in Section 12.03.

(b)Each Holder agrees that any action taken by the Collateral Agents in accordance with the provision of this Indenture and the Collateral Documents, and the exercise by the Collateral Agents of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Collateral Documents, the duties of the Collateral Agents shall be ministerial and administrative in nature, and the Collateral Agents shall not have any duties or responsibilities, except those expressly set forth herein and in the Collateral Documents to which the relevant Collateral Agent is a party, nor shall the Collateral Agents have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Collateral Documents or otherwise exist against the Collateral Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Each Collateral Agent may perform any of its duties under this Indenture or the Collateral

Documents by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates, (each, a “Related Person”) and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Collateral Agents shall not be responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made with due care.

(c)Neither the Collateral Agents nor any of their respective Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any Collateral Document or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to either of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Guarantor or Affiliate of any Guarantor, or any Officer or Related Person thereof, contained in this Indenture or any Collateral Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the relevant Collateral Agent under or in connection with, this Indenture or the Collateral Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or the Collateral Documents, or for any failure of the Issuer or any Guarantor or any other party to this Indenture or the Collateral Documents to perform its obligations hereunder or thereunder. Neither the Collateral Agents nor any of their respective Related Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the existence of any Default or Event of Default, the observance or performance of any of the agreements contained in, or conditions of, this Indenture or the Collateral Documents or to inspect the properties, books, or records of the Issuer, any Guarantor or any Guarantors’ Affiliates.

(d)The Collateral Agents shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Issuer or any Guarantor), independent accountants and other experts and advisors selected by the Collateral Agents. The Collateral Agents shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. Except as required by the Collateral Documents, the Collateral Agents shall be fully justified in failing or refusing to take any action under this Indenture or the Collateral Documents unless it shall first receive such advice or concurrence of the Trustee (acting at the written direction of the Required Holders) and, if it so requests, it shall first receive security or be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Except as required by the Collateral Documents, the Collateral Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the Collateral Documents in accordance with a request, direction, instruction or consent of the Trustee (acting at the written direction of the Required Holders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders.

(e)A Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of the relevant Collateral Agent shall have received written notice from the Trustee or the Issuer referring to this

Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default”. Subject to the provisions of the Collateral Documents, the Collateral Agents shall take such action with respect to such Default or Event of Default as may be requested by the Trustee (acting at the written direction of the Required Holders or such other requisite constitution of Holders provided for under this Indenture) in accordance with Article 7 (subject to this Section 12.07).

(f)A Collateral Agent may resign at any time by giving 30 days’ written notice to the Trustee, the Issuer and the Holders, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If a Collateral Agent resigns under this Indenture, the Issuer shall appoint a successor Collateral Agent; provided that at any time while an Event of Default has occurred and is continuing, such appointment shall be made by the Required Holders. If no successor Collateral Agent is appointed prior to the intended effective date of the resignation of a Collateral Agent (as stated in the notice of resignation), or the Issuer (so long as there is not a continuing Event of Default) or the Required Holders may, appoint, subject to the consent of the Issuer (which consent shall not be unreasonably withheld and which consent shall not be required during a continuing Event of Default), a successor Collateral Agent. If no successor Collateral Agent is appointed and consented to by the Issuer (if such consent is required) pursuant to the preceding sentence within 30 days after the intended effective date of resignation (as stated in the notice of resignation), the relevant Collateral Agent shall continue to hold any Collateral held or controlled by it solely as a bailee for the Secured Parties (subject to payment of its fees and expenses), but shall not be obligated to take any other action under this Indenture or the Collateral Documents with respect to the Collateral and the Trustee, the Required Holders, or the resigning Collateral Agent shall be entitled to petition a court of competent jurisdiction, at the sole expense of the Issuer, to appoint a successor. In addition, the Required Holders may remove a Collateral Agent by so notifying the Trustee, the Issuer and the relevant Collateral Agent in writing, which removal shall become effective upon the appointment of a successor Collateral Agent by the Required Holders (which successor Collateral Agent shall be subject to the consent of the Issuer, which consent shall not be unreasonably withheld and which consent shall not be required during a continuing Event of Default). Upon the acceptance of its appointment as successor Collateral Agent hereunder, such successor Collateral Agent shall succeed to all the rights, powers and duties of the retiring or removed Collateral Agent, and the term “Collateral Agent” shall mean such successor Collateral Agent, and the retiring or removed Collateral Agent’s appointment, powers and duties as a Collateral Agent shall be terminated. After a retiring Collateral Agent’s resignation or removal hereunder, the provisions of this Section 12.07 (and Section 7.07) shall continue to inure to its benefit and such retiring or removed Collateral Agent shall not by reason of such resignation or removal be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was a Collateral Agent under this Indenture.

(g)Except as otherwise explicitly provided herein or in the Collateral Documents, neither the Collateral Agents nor any of their respective officers, directors, employees or agents or other Related Persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. A Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agents nor any of their respective officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. A Collateral Agent shall not be responsible for any misconduct or negligence on the part of any co-Collateral Agent, agent, attorney, custodian or nominee appointed with due care by it hereunder. A Collateral Agent shall not incur any liability as a result of the sale (whether public or private) of the Collateral or any part thereof at any sale pursuant to this Indenture or any Collateral Document conducted in a commercially reasonable

manner. Each of the Issuer, each Guarantor and the Holders (by each of their acceptance of the Notes) hereby waives any claims against the Collateral Agents arising by reason of the fact that the price at which the Collateral may have been sold at such sale (whether public or private) was less than the price that might have been obtained otherwise, even if a Collateral Agent accepts the first officer received and does not offer the Collateral to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. Each of the Issuer, each Guarantor, and the Holders (by each their acceptance of the Notes) hereby agrees that in respect of any sale of any of the Collateral pursuant to the terms hereof, the Collateral Agents are hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable laws, or in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority or official, and the Issuer further agrees that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall a Collateral Agent be liable or accountable to the Holder for any discount allowed by reason of the fact that the Collateral or any part thereof is sold in compliance with any such limitation or restriction.

(h)The Collateral Agents and the Trustee, as applicable, are authorized and directed by the Issuer and the Holders (by acceptance of the Notes) to (i) enter into the Collateral Documents to which they are a party, whether executed before, on or after the Issue Date, (ii) make the representations of the Holders set forth in the Collateral Documents, (iii) bind the Holders on the terms as set forth in the Collateral Documents and (v) perform and observe its obligations under the Collateral Documents; provided that the Collateral Agents, in their capacities as a Collateral Agent under the Collateral Documents, shall not take any action under the Collateral Documents except at the written direction of the Trustee (acting at the written direction of Holders of the applicable percentage of Outstanding Notes or pursuant to a Company Order and Opinion of Counsel, in each case, to the extent permitted by the terms of this Indenture).

(i)If at any time or times the Trustee or the Paying Agent shall receive (i) by payment, foreclosure, realization, set-off or otherwise, any proceeds of Collateral or any payments with respect to the obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee or the Paying Agent from a Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from a Collateral Agent in excess of the amount required to be paid to the Trustee or the Paying Agent pursuant to Article 7, the Trustee or the Paying Agent shall promptly turn the same over to the Issuer or as otherwise required by law.

(j)Should the Trustee obtain possession of any Collateral, upon request from the Issuer, the Trustee shall notify the relevant Collateral Agent thereof and promptly shall deliver such Collateral to the relevant Collateral Agent or otherwise deal with such Collateral in accordance with the relevant Collateral Agent’s instructions.

(k)A Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is owned by the Issuer or any Guarantor or is cared for, protected, or insured or has been encumbered, or that such Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all or any of the Issuer’s or the Guarantors’ property constituting Collateral intended to be subject to the Lien and security interest of the Collateral Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to a Collateral Agent pursuant to this Indenture or any Collateral Document other than

pursuant to the instructions of the Trustee or as otherwise provided in the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, a Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing.

(l)If the Issuer or any Guarantor (i) incurs or designates any obligation in respect of Additional First Lien Debt and (ii) delivers to the Trustee and the Collateral Agents an Officers’ Certificate so stating and authorizing and directing the Trustee and the Collateral Agents to enter into a Pari Passu Intercreditor Agreement with a designated agent or representative for the holders of the Additional First Lien Debt so incurred, the Trustee and the Collateral Agents shall (and are hereby authorized and directed to) enter into such Pari Passu Intercreditor Agreement (at the sole expense and cost of the Issuer, including legal fees and expenses of the Trustee and the Collateral Agents), bind the Holders (as per Sections 12.07(h) and 12.07(b) herein) on the terms set forth therein and perform and observe its obligations thereunder. A Collateral Agent shall not be obligated to enter into an intercreditor agreement with any holders of Additional First Lien Debt, unless such holders (or a representative acting on their behalf) shall have provided such Patriot Act and other “Know your Customer” information as is necessary for the relevant Collateral Agent to satisfactorily complete its standard “Know your Customer” reviews and processes. A Collateral Agent shall have no obligation to enter into any intercreditor agreement that exposes such Collateral Agent to any personal liability or that is not otherwise reasonably satisfactory to such Collateral Agent acting solely for its own benefit and account.

(m)If the Issuer or any Guarantor (i) incurs or designates any obligation in respect of Second Lien Debt or Additional Junior Lien Debt and (ii) delivers to the Trustee and the Collateral Agents an Officers’ Certificate so stating and authorizing and directing the Trustee and the Collateral Agents to enter into a First Lien/Second Lien Intercreditor Agreement with a designated agent or representative for the holders of the Second Lien Debt so incurred, the Trustee and the Collateral Agents shall (and is hereby authorized and directed to) enter into such First Lien/Second Lien Intercreditor Agreement (at the sole expense and cost of the Issuer, including legal fees and expenses of the Trustee and the Collateral Agents), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. A Collateral Agent shall not be obligated to enter into an intercreditor agreement with any holders of Second Lien Debt, unless such holders (or a representative acting on their behalf) shall have provided such Patriot Act and other “Know your Customer” information as is necessary for the relevant Collateral Agent and the Trustee to satisfactorily complete its standard “Know your Customer” reviews and processes.

(n)No provision of this Indenture or any Collateral Document shall require a Collateral Agent (or the Trustee) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the Trustee in the case of a Collateral Agent) if it shall not have received indemnity or security satisfactory to the relevant Collateral Agent or the Trustee against potential costs and liabilities incurred by the relevant Collateral Agent relating thereto. Notwithstanding anything to the contrary contained in this Indenture or the Collateral Documents, in the event a Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, such Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if such Collateral Agent has determined that such Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless such Collateral Agent has received security or indemnity from the Issuer or the Holders in an amount and in a form satisfactory to such Collateral Agent in its sole discretion, protecting such Collateral Agent from all such liability. A Collateral Agent shall at any time be entitled to cease

taking any action described in this paragraph (n) if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the Holders to be sufficient.

(o)Each Collateral Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Collateral Agents shall not be construed to impose duties to act.

(p)None of the Collateral Agents or the Trustee shall be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. None of the Collateral Agents or the Trustee shall be liable for any indirect, special, punitive, incidental or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action.

(q)The Collateral Agents do not assume any responsibility for any failure or delay in performance or any breach by the Issuer or any Guarantor under this Indenture and the Collateral Documents. The Collateral Agents shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained in this Indenture or any Collateral Document or in any certificate, report, statement, or other document referred to or provided for in, or received by the relevant Collateral Agent under or in connection with, this Indenture or any Collateral Document; the execution, validity, genuineness, effectiveness or enforceability of any Collateral Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien there-in; the validity, enforceability or collectability of any Guaranteed Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its obligations under this Indenture and the Collateral Documents. The Collateral Agents shall not be required to initiate or conduct any litigation or collection or other proceeding under this Indenture and the Collateral Documents unless expressly set forth hereunder or thereunder. The Collateral Agents shall have the right at any time to seek instructions from Trustee (who shall instruct upon further written direction from the Required Holders) with respect to the administration of this Indenture or any Collateral Document.

(r)Upon the receipt by the Collateral Agents of a written request of the Issuer signed by one Officer of the Issuer (a “Collateral Document Order”), such Collateral Agent is hereby authorized and directed to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, any Collateral Document to be executed after the Issue Date to secure Additional Collateral in favor of the relevant Collateral Agent. Such Collateral Document Order shall (i) state that it is being delivered to the relevant Collateral Agent pursuant to, and is a Collateral Document Order referred to herein and (ii) instruct the relevant Collateral Agent to execute and enter into such Collateral Document. Any such execution of a Collateral Document shall be at the direction and expense of the Issuer, upon delivery to the relevant Collateral Agent of an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent to the execution and delivery of the Collateral Document have been satisfied. Notwithstanding the foregoing, the Collateral Agents shall have no obligation to enter into any Collateral Document that expose the Collateral Agents to any personal liability or that is not otherwise reasonably satisfactory to the Collateral Agents acting solely for their own benefit and account. The Holders, by their acceptance of the Notes, hereby authorize and direct the Collateral Agents to execute such Collateral Documents.

(s)The parties hereto and the Holders hereby agree and acknowledge that the Collateral Agents shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Indenture, the Collateral Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture and the Collateral Documents, the Collateral Agents may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agents in the Collateral and that any such actions taken by the Collateral Agents shall not be construed as or otherwise constitute any participation in the management of such Collateral.

(t)Subject to the provisions of the applicable Collateral Documents, each Holder, by acceptance of the Notes, agrees that the Collateral Agents shall execute and deliver the Collateral Documents to which it is a party (or joinders thereto) and all agreements, documents and instruments incidental thereto, and act in accordance with the terms thereof. For the avoidance of doubt, the Collateral Agents shall have no discretion under this Indenture or the Collateral Documents and shall not be required to make or give any determination, consent, approval, request or direction, or exercise any discretionary power, except discretionary rights and powers expressly contemplated hereby or by the Collateral Documents, without the written direction of the Issuer or the Trustee (acting at the written direction of the Required Holders), as applicable. The Collateral Agents shall be entitled to refrain from any act or the taking of any action hereunder or under any of the Collateral Documents or from the exercise of any power or authority vested in it hereunder or thereunder unless and until the Collateral Agents shall have received instructions from the Trustee, and if the relevant Collateral Agent deems necessary, satisfactory indemnity of security, and shall not be liable for any such delay in acting. The Collateral Agents shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agents to liability or that is contrary to this Indenture or any Collateral Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any bankruptcy or insolvency law. For purposes of clarity, phrases such as “satisfactory to”, “approved by”, “acceptable to”, “as determined by”, “in the discretion of”, “selected by”, “requested by” the Collateral Agents and phrases of similar import authorize and permit the Collateral Agents to approve, disapprove, determine, act or decline to act in accordance with the written direction of the Trustee (acting at the written direction of the Required Holders).

(u)After the occurrence of an Event of Default, the Trustee (acting at the written direction of the Required Holders) may direct the Collateral Agents in connection with any action required or permitted by this Indenture or the Collateral Documents.

(v)The Collateral Agents are authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Collateral Documents and for turnover to the Paying Agent to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 6.06 hereof and the other provisions of this Indenture.

(w)[Reserved].

(x)Notwithstanding anything to the contrary in this Indenture or any Collateral Document, in no event shall the Collateral Agents or the Trustee be responsible for, or have any duty or obligation with respect to, the recording, filing, re-recording, re-filing, registering, perfection, protection or maintenance of the security interests, financing statement, perfection statement, continuation statement or other statement, or Liens intended to be created by this

Indenture or the Collateral Documents in any public office or for otherwise ensuring the perfection or maintenance of any security interest granted pursuant to this Indenture or the Collateral Documents, neither shall the Collateral Agents nor the Trustee be responsible for, and neither the Collateral Agents nor the Trustee make any representation regarding, the validity, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created thereby.

(y)Before a Collateral Agent acts or refrains from acting in each case at the request or direction of the Issuer or the Guarantors, it may require an Officers’ Certificate and an Opinion of Counsel, which shall conform to the provisions of Section 11.04. The relevant Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(z)The Issuer shall pay compensation to, reimburse expenses of and indemnify the Collateral Agents in accordance with Section 7.06.

Section 12.08.Co-Collateral Agent. If at any time or times it shall be necessary in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or the Required Holders so request, the Trustee and the Issuer shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the relevant Collateral Agent, the Issuer and the Trustee, either to act as co-Collateral Agent or co-Collateral Agent of all or any of the Collateral, jointly with the Collateral Agents originally named herein or any successor or successors, or to act as separate Collateral Agent or Collateral Agents any such property. In case an Event of Default shall have occurred and be continuing, the Collateral Agents may act under the foregoing provisions of this Article 12 without the concurrent consent of the Holders, and the Holders, by acceptance of the Notes, hereby appoint the applicable co-Collateral Agent as its trustee and attorney to act under the foregoing provisions of this Section 12.08 in such case. In no event, shall UMB Bank National Association be obligated to take possession of any Collateral in any jurisdiction outside the United States of America or otherwise take action with respect to Collateral if such action would require UMB Bank National Association to be required to be registered to conduct business with any Governmental Authority other than the United States of America or any jurisdiction therein or subject it to any taxation on income (or any filings with respect to taxes) in any such jurisdiction.

Section 12.09.Limitation of Liability of the Collateral Agents.

The Collateral Agents are entering into this Indenture and the Collateral Documents not in its individual capacity but, each, solely in their capacity as Collateral Agent under this Indenture and the Collateral Documents and in entering into such documents and acting hereunder and thereunder. Notwithstanding anything to the contrary contained herein or in any Collateral Document, the Collateral Agents shall be entitled to all the rights, protections, indemnifications and immunities granted to the Collateral Agents under this Indenture. The permissive authorizations, entitlements, powers and rights granted to the Collateral Agents shall not be construed as duties.

Section 12.10.Insurance.

The Issuer and the Guarantors shall make commercially reasonable efforts to maintain (a) insurance at all times by financially sound and reputable insurers, to such extent and against such risks (and with such deductibles, retentions and exclusions), including fire and other risks insured

against, as is customary with companies in the same or similar businesses operating in the same or similar locations and (b) such other insurance as may be required by law.

Article 13 ESCROW MATTERS.

Section 13.01.Escrow Account.

On the Issue Date, if the Issuer has determined that the consummation of each of the transactions contemplated by the Plan (the “Plan Transactions”) may not be consummated contemporaneously with the Issue Date, the Issuer shall enter into the Escrow Agreement with the Escrow Agent, pursuant to which the initial Holders, on the instruction of the Issuer, will deposit, or cause to be deposited, the gross proceeds (net of the initial Holders’ discount and certain expenses) to be received by the Issuer from the offering of the Notes (together with any additional funds deposited into such account, the “Escrowed Funds”), in an escrow account (the “Escrow Account”) pending consummation of the Plan Transactions. The Issuer will not enter into the Escrow Agreement, and the net proceeds from the offering will not be deposited into escrow, if the Issuer determines the Plan Transactions will be consummated on the issue Date.

Section 13.02.Release of Escrowed Funds.

On or prior to the date that is six months after the Issue Date (such date, the “Escrow End Date”) and upon delivery to the Escrow Agent of an Officers’ Certificate of the Issuer (with a copy to the Trustee) certifying that:

(i) all conditions to the closing of each of the Plan Transactions as set forth in the Plan have been or will be at closing satisfied or waived;

(ii) the Plan Transactions will be consummated on substantially the terms described in the Plan on or prior to the release of funds on deposit in or credited to the Escrow Account;

(iii) the United EIA remains a definitive and binding agreement for investing $100,000,000 and United Airlines has either invested the corresponding amount or escrowed funds up to the amount permitted by law and the applicable regulatory authorities pending final regulatory approval for consummation of its investment;

(iv) no Default or Event of Default has occurred and is continuing under this Indenture; and

(v) the Escrowed Funds will be applied to consummate the Plan Transactions and, if any Escrowed Funds remain, such remainder will be used for general corporate purposes, including to fund the redemption of any other outstanding Indebtedness,

the funds held in the Escrow Account will be released to the Issuer and used to consummate the Plan Transactions and, if any Escrowed Funds remain, such remainder will be used for general corporate purposes, including to fund the redemption of any other outstanding Indebtedness.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

AZUL SECURED FINANCE LLP<br><br>By : Azul Linhas Aéreas Brasileiras S.A., its Managing Partner
By:	/s/ Abhi Manoj Shah
	Name: Abhi Manoj Shah
	Title: Chief Executive Officer
AZUL S.A.
---	---
By:	/s/ John Peter Rodgerson
	Name: John Peter Rodgerson
	Title: Chief Executive Officer
INTELAZUL S.A.
---	---
By:	/s/ John Peter Rodgerson
	Name: John Peter Rodgerson
	Title: Chief Executive Officer
AZUL CONECTA LTDA.
---	---
By:	/s/ John Peter Rodgerson
	Name: John Peter Rodgerson
	Title: Officer
AZUL LINHAS AÉREAS BRASILEIRAS S.A.
---	---
By:	/s/ Abhi Manoj Shah
	Name: Abhi Manoj Shah
	Title: Chief Executive Officer

[Signature Page to Notes Indenture]

ATS VIAGENS E TURISMO LTDA.
By:	/s/ Abhi Manoj Shah
	Name: Abhi Manoj Shah
	Title: Chief Executive Officer
AZUL IP CAYMAN LTD.
---	---
By:	/s/ John Peter Rodgerson
	Name: John Peter Rodgerson
	Title: Director
AZUL IP CAYMAN HOLDCO LTD.
---	---
By:	/s/ John Peter Rodgerson
	Name: John Peter Rodgerson
	Title: Director

[Signature Page to Notes Indenture]

UMB BANK, N.A., as Trustee and U.S. Collateral Agent, Registrar, Paying Agent and Transfer Agent
By:	/s/ Julius R. Zamora
	Name: Julius R. Zamora
	Title: Vice President

[Signature Page to Notes Indenture]

LUMEN TRUST LTDA., as Brazilian Collateral Agent
By:	/s/ Diogo Rocha Malheiros
	Name: Diogo Rocha Malheiros
	Title: Manager

[Signature Page to Notes Indenture]

SCHEDULE I

Guarantors

1. Azul S.A.

Azul Linhas Aéreas Brasileiras S.A.
IntelAzul S.A.

4. ATS Viagens e Turismo Ltda.

5. Azul IP Cayman Holdco Ltd.

6. Azul IP Cayman Ltd.

7. Azul Conecta Ltda.

Schedule I-1

EXHIBIT A

FORM OF NOTE

[FACE OF NOTE]

[If a Global Note Legend is applicable pursuant to the provisions of the Indenture, insert the following:

BY ACCEPTANCE OF THIS NOTE (OR ANY INTEREST THEREIN), EACH PURCHASER AND SUBSEQUENT TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH PURCHASER OR TRANSFEREE TO ACQUIRE OR HOLD THIS NOTE OR ANY INTEREST THEREIN CONSTITUTES ASSETS OF ANY (A) “EMPLOYEE BENEFIT PLANS” WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT ARE SUBJECT TO TITLE I OF ERISA OR (B) PLANS, INDIVIDUAL RETIREMENT ACCOUNTS OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”) OR (II) (A) THE ACQUISITION, HOLDING AND SUBSEQUENT DISPOSITION OF THIS NOTE OR ANY INTEREST THEREIN BY SUCH PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA

Exhibit A-1

OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS AND (B) NONE OF THE ISSUER, THE GUARANTORS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE “TRANSACTION PARTIES”) HAS ACTED AS THE PURCHASER’S OR TRANSFEREE’S FIDUCIARY (WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW, AS APPLICABLE), OR HAS BEEN RELIED UPON FOR ANY ADVICE, WITH RESPECT TO THE PURCHASER’S OR TRANSFEREE’S DECISION TO ACQUIRE THIS NOTE (OR ANY INTEREST THEREIN), UNLESS, SOLELY WITH RESPECT TO AN ACQUISITION IN WHICH AN AFFILIATE OF A TRANSACTION PARTY ACTS AS A FIDUCIARY TO THE PURCHASER OR TRANSFEREE, A STATUTORY OR ADMINISTRATIVE EXEMPTION APPLIES (ALL OF THE APPLICABLE CONDITIONS OF WHICH ARE SATISFIED) OR THE TRANSACTION IS NOT OTHERWISE PROHIBITED.”

[If a Securities Act Legend is applicable pursuant to the provisions of the Indenture, insert the following:

Exhibit A-2

REQUIREMENTS OF THE SECURITIES ACT, OR (E) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

[If a Regulation S Global Note Legend is applicable pursuant to the provisions of the Indenture, insert the following:

Exhibit A-3

Azul Secured Finance LLP

$[ ]

9.875% Senior Secured Notes due 2031

[RESTRICTED 144A GLOBAL NOTE]

[REGULATION S GLOBAL NOTE]

[CERTIFICATED NOTE]

No. [A-[1]] [S-[1]]

CUSIP No. [144A: 05501W AJ1] [Reg S: U0551Y AK1]

ISIN [144A: US05501WAJ18] [Reg S: USU0551YAK11]

Principal Amount $[ ]

Azul Secured Finance LLP, a Delaware limited liability partnership (the “Issuer,” which terms include any successor under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] Dollars ($[ ]), [, as revised by the Schedule of Increases and Decreases in Global Note attached hereto,]1 on February 15, 2031.

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

Unless the certificate of authentication herein has been executed by the Trustee or Authenticating Agent by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Additional provisions of this Note are set forth on the other side of this Note.

1 Include only if the Note is issued in global form.

Exhibit A-4

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

Dated:

AZUL SECURED FINANCE LLP<br><br>By: Azul Linhas Aéreas Brasileiras S.A., its Managing Partner
By:
	Name:
	Title:

Exhibit A-5

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within mentioned Indenture.

UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee
By:
	Name:
	Title: Authorized Signatory

Exhibit A-6

[FORM OF REVERSE SIDE OF NOTE]

9.875% Senior Secured Notes due 2031

TERMS AND CONDITIONS OF THE NOTES

This Note is one of a duly authorized issue of 9.875% Senior Secured Notes due 2031 of the Issuer. The Notes constitute secured unsubordinated obligations of the Issuer, initially in an aggregate principal amount of $[ ]. This Note is herein called the “Note” and the Notes are herein called the “Notes.”

1 Indenture.

The Notes are, and shall be, issued under an Indenture, dated as of February 6, 2026 (the “Indenture”), among the Issuer, the Guarantors party thereto, UMB Bank, National Association, as trustee (the “Trustee”), transfer agent, registrar (the “Registrar”), and principal paying agent (the “Principal Paying Agent”), UMB Bank National Association, as U.S. Collateral Agent (the “U.S. Collateral Agent”) and Lumen Trust Ltda., as Brazilian Collateral Agent (the “Brazilian Collateral Agent” and, together the Trustee and U.S. Collateral Agent, the “Agents” and each individually an “Agent”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent.

The Issuer may, from time to time, without notice to or the consent of the Holders of the Notes, create and issue additional 9.875% Senior Secured Notes due 2031 (herein called “Additional Notes”) in an unlimited aggregate principal amount having the same terms and conditions as the $1,375,000,000 aggregate principal amount of the Issuer’s 9.875% Senior Secured Notes due 2031 issued under the Indenture on February 6, 2026 (herein called “Initial Notes”) in all respects, except for issue date, issue price and, if applicable, the first Interest Payment Date and the initial interest accrual date. Additional Notes issued in this manner shall form a single series with the previously outstanding Notes and shall vote together as one class on all matters with respect to the Notes; provided that the Additional Notes will have a separate CUSIP number unless the Notes and the Additional Notes are fungible for U.S. federal income tax purposes.

The Indenture imposes certain limitations on consolidation, merger and transfers of assets involving the Issuer or the Guarantors and certain transactions with Affiliates. In addition, the Indenture covenants relating to the maintenance of the existence of the Issuer and the Guarantors and reporting requirements applicable to the Issuer and the Guarantors.

Exhibit A-7

The Note is one of the [Initial]2 [Additional]3 Notes referred to in the Indenture. The Notes include the Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture.

To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

2 Principal.

The Issuer promises to pay the principal of this Note on February 15, 2031.

3 Interest.

The Notes bear interest at the rate per annum shown above from February 6, 2026, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or provided for, payable semi-annually in arrears on February 15 and August 15 of each year (each such date, an “Interest Payment Date”), commencing on August 15, 2026. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

4 Method of Payment.

Payments of interest in respect of each Note shall be made on each Interest Payment Date by the Paying Agents to the Persons shown on the register of the Registrar at the close of business on the fifteenth calendar day immediately preceding such Interest Payment Date (each, a “Record Date”).

By no later than 10:00 a.m. (New York City time) on the Business Day prior to the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest when due. The Issuer will pay interest (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on February 1 and August 1 on the next preceding Interest Payment Date even if Notes are cancelled, repurchased or redeemed after the Record Date and on or before the Interest Payment Date. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC or any successor depository. Payments in respect of each Note shall be made by wire transfer if acceptable wire transfer information has been provided by the applicable Holder to the Principal Paying Agent. Upon written application by the Holder to the specified office of any Paying Agent not less than 15 days before the due date for any payment in respect of a Note, such payment may be made by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York. Payment of principal in respect of each Note shall be made on any Payment Date for such principal to the Person shown on the Register at the close of business on the fifteenth day immediately preceding such Payment Date.

2Include if Initial Note.

3Include if Additional Note.

Exhibit A-8

All payments on this Note are subject in all cases to any applicable tax or other laws and regulations, but without prejudice to the provisions of paragraph 6 hereof. Except as provided in Section 2.07 of the Indenture, no fees or expenses shall be charged to the Holders in respect of such payments.

If the Payment Date in respect of any Note is not a Business Day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding Business Day at such place and shall not be entitled to any further interest or other payment in respect of any such delay.

If the amount of principal or interest which is due on the Notes is not paid in full, the Registrar shall annotate the Register with a record of the amount of interest, if any, in fact paid.

5 Registrar, Paying Agent and Transfer Agent.

UMB Bank, National Association, shall act as Registrar, Transfer Agent and Principal Paying Agent of the Notes. The Issuer may appoint and change any Registrar, Paying Agent or Transfer Agent in accordance with the terms of the Indenture.

6 Payment of Additional Amounts.

(a)All payments in respect of this Note (including any premium paid upon redemption of this Note) made by or on behalf of the Note Parties (including any successor entity) shall be made free and clear of, and without withholding or deduction for or on account of, taxes, imposts, levies, duties, charges, fees, assessments, withholdings (including backup withholding) or other deductions (“Taxes”), imposed or levied by or on behalf of Brazil, the United States, the Cayman Islands or any authority therein or thereof or any other jurisdiction in which the Note Parties (or in each case, their respective successors) are organized or doing business or from or through which payments are made in respect of this Note or any political subdivision or taxing authority thereof or therein (any of the aforementioned being a “Taxing Jurisdiction”, unless the Notes Parties (or their respective successors) are compelled by law to deduct or withhold such Taxes. In such event, the Notes Parties (or their respective successors) will make such deduction or withholding, make payment of the amount so withheld to the appropriate Governmental Authority and pay such additional amounts as may be necessary to ensure that the net amounts received by Holders after such withholding or deduction shall equal the respective amounts of principal and interest (or other amounts stated to be payable under this Note) which would have been received in respect of this Note in the absence of such withholding or deduction (“Additional Amounts”).

(b)Notwithstanding the foregoing, the Note Parties shall not be required to pay Additional Amounts for or on account of any of the following:

Exhibit A-9

permanent establishment, office or branch therein, other than the mere holding of this Note or enforcement of rights under the Indenture and the receipt of payments with respect to this Note;

(ii)in respect of Taxes that would not have been so withheld or deducted if this Note had been surrendered or presented for payment (if surrender or presentment is required) not more than thirty (30) days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for and notice thereof given to holders, whichever occurs later, except to the extent that payments under this Note would have been subject to withholdings and the Holder or beneficial owner of this Note would have been entitled to such Additional Amounts, on surrender of this Note for payment on the last day such period of thirty (30) days;

(iv)in respect of any estate, inheritance, gift, sales, transfer, excise or personal property or similar Tax

(v)in respect of any Tax which is payable other than by deduction or withholding from payments of principal of (including premium) or interest on this Note; or

(vi)[reserved]; and

(vii)any combination of the items in the clauses above.

(c)Notwithstanding anything to the contrary in Section 4.05 of the Indenture, none of the Issuer, the Guarantors, their respective successors, a Paying Agent or any other Person shall be required to pay any Additional Amounts with respect to any payment in respect of any Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor law or regulation implementing or complying with, or introduced in order to conform to, such Sections, or imposed pursuant to any intergovernmental agreement or any agreement entered into pursuant to Section 1471(b)(1) of the Code.

(d)No Additional Amounts shall be paid with respect to any payment on this Note to a Holder or beneficial owner who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the relevant Taxing Jurisdiction to be included in the income, for Tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder.

Exhibit A-10

Additional Amounts with respect to any Tax imposed by any government or a political subdivision or taxing authority thereof or therein.

(f)In the event that Additional Amounts actually paid with respect to this Note are based on rates of deduction or withholding of withholding Taxes in excess of the appropriate rate applicable to the Holder or beneficial owner of this Note, and, as a result thereof such Holder or beneficial owner is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding Tax, then such Holder or beneficial owner, as applicable, shall, by accepting such notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Issuer.

(g)[Reserved].

(h)Any reference in the Indenture or this Note to principal, premium, interest or any other amount payable in respect of this Note by the Issuer (or its successors) or in respect of the Note Guarantees by the Guarantors (or their successors) shall be deemed also to refer to any Additional Amounts, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Section 4.05 of the Indenture.

(i)Each of the Issuer and the Guarantors shall agree that if any of the Issuer or the Guarantors, as applicable, is required under applicable law to make any deduction or withholding on payments of principal of or interest on this Note for or on account of any Tax, at least ten (10) days prior to the first payment date on this Note and at least ten (10) days prior to each payment date thereafter where such withholding is required, the Issuer or the Guarantor, as applicable, shall furnish the Trustee and a Paying Agent with an Officers’ Certificate (but only if there has been any change with respect to the matters set forth in any previously delivered Officers’ Certificate) instructing the Trustee and a Paying Agent as to whether such payment of principal of or interest on this Note shall be made without deduction or withholding for or on account of any Tax, or, if any such deduction or withholding shall be required by the Taxing Jurisdiction, then such certificate shall: (i) specify the amount required to be deducted or withheld on such payment to the relevant recipient; (ii) certify that the Issuer or the Guarantors, as applicable, shall pay such deduction or withholding amount to the appropriate taxing authority; and (iii) certify that the Issuer or the Guarantors, as applicable, shall pay or cause to be paid to the Trustee or a Paying Agent such Additional Amounts as are required by Section 4.05 of the Indenture.

(k)The Issuer or the Guarantors, as applicable, will pay when due any present or future stamp, transfer, court or documentary Taxes or any other excise or property Taxes imposed by a Taxing Jurisdiction (or any political subdivision or governmental authority thereof or therein having power to Tax) with respect to the initial execution, delivery or registration of this Note or any other document or instrument relating hereto.

7 Open Market Purchases.

The Issuer or any of its Affiliates may at any time purchase Notes in the open market or otherwise at any agreed upon price. Any such purchased Notes shall not be resold, except in compliance with applicable requirements or exemptions under the relevant securities laws. Any

Exhibit A-11

such resold notes will have a separate CUSIP number unless they are fungible with the outstanding Notes for U.S. federal income tax purposes.

8 Redemption.

(a)(a) On or after the Par Call Date, the Issuer may, at its option, redeem the Notes, in whole or in part, at the following redemption prices (expressed as percentages of the principal amount to be redeemed) if redeemed during the twelve-month period beginning on February 15 of the years indicated below, plus accrued and unpaid interest and any Additional Amounts thereon to, but excluding, the applicable Redemption Date:

Period	Redemption Price
2028	104.938	%
2029	102.469	%
2030 and thereafter	100.000	%

(b)At any time prior to the Par Call Date, the Notes will be redeemable, at the option of the Issuer at any time, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of Notes to be redeemed and (2) the present value at such Redemption Date of (i) the redemption price of the Notes at the Par Call Date (such redemption price being set forth in the table appearing above in clause (b)), plus (ii) all required interest payments that would otherwise be due to be paid during the period between the Redemption Date and the Par Call Date (excluding accrued and unpaid interest and any Additional Amounts to the Redemption Date), in each case discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 50 basis points, plus, in either case accrued and unpaid interest and Additional Amounts, if any, on the principal amount being redeemed to such Redemption Date.

(c)At any time and from time to time prior to the Par Call Date, upon notice in accordance with Section 3.03 of the Indenture, the Issuer may on any one or more occasions redeem up to 40% of the outstanding aggregate principal amount of the Notes at a redemption price equal to 109.875% of the aggregate principal amount thereof in the case of the Notes (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided that such redemption shall occur within 180 days after the closing of such Equity Offering. For the avoidance of doubt, the Issuer, not the Trustee, shall be responsible for calculating the applicable redemption price and make-whole premiums.

(d)In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a tender offer (including a Change of Control Offer and an Asset Sale Offer) and the Issuer or a third party purchases all of the Notes held by such Holders, the Issuer will have the right, on not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such tender offer (including a Change of Control Offer and an Asset Sale Offer), to redeem all of the Notes that remain outstanding following such purchase at a purchase price equal to the purchase price paid to each other Holder in such tender offer (which, in respect of a Change of Control offer, shall be the Change of Control Purchase Price), plus, to the extent not included in such purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the Redemption Date (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date).

Exhibit A-12

(e)If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws or any regulations or rules (including a holding, judgement or order by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official interpretation, is announced on or after the Issue Date (or, if the Taxing Jurisdiction became a Taxing Jurisdiction on a later date, such later date), the Issuer, any Guarantor or any successor to the Issuer or such Guarantor has or will become obligated to pay Additional Amounts pursuant to Section 4.05 of the Indenture in excess of the Additional Amounts that would be payable if payments were subject to withholding or deduction at a rate of 15% (or a rate of 25% in the case that the Holder of the Notes is a resident of or domiciled in a jurisdiction considered a low or nil tax jurisdiction or a favorable tax jurisdiction for Brazilian tax purposes) (such excess, the “Extra Additional Amounts”), then the Issuer or any Guarantor, or any successor to the Issuer or such Guarantor, may, at its option, redeem all, but not less than all, of Notes, at a Redemption Price equal to 100% of their principal amount, together with accrued and unpaid interest to, but excluding, the date fixed for redemption (including any Additional Amounts which are then payable), upon publication of irrevocable notice not less than 30 days nor more than 60 days prior to the date fixed for redemption. For the avoidance of doubt, neither the Issuer nor any Guarantor, nor any successor to the Issuer or such Guarantor, shall have the right to so redeem Notes pursuant to this clause (e) unless it is or will become obligated to pay Extra Additional Amounts. Notwithstanding the foregoing, in the event that the Issuer, or any successor to the Issuer, or any Guarantor or any successor to such Guarantor, elects to redeem a series of Notes, the Issuer and any Guarantor or any such successor shall not have the right to so redeem Notes unless it has taken commercially reasonable measures to avoid the obligation to pay Extra Additional Amounts. For the avoidance of doubt, commercially reasonable measures do not include changing the jurisdiction of incorporation of the Issuer or any successor to the Issuer or the jurisdiction of organization of a Guarantor or any successor to a Guarantor.

9 Offers to Purchase the Notes.

In accordance with Section 4.10 of the Indenture, upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture,

Exhibit A-13

to require the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% thereof, to, but excluding, the date of repurchase (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture.

In accordance with Section 4.20 of the Indenture, upon the occurrence of certain Asset Sales, each Holder shall have the right, subject to certain conditions specified in the Indenture, to require the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture.

10 Denominations; Transfer; Exchange.

The Notes are in fully registered form without coupons attached in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.

A Holder may transfer or exchange Notes in accordance with the Indenture. The Trustee, the Registrar or Transfer Agent, as the case may be, may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

Neither the Trustee nor any Transfer Agent shall register the exchange or the transfer of any Global Note or Certificated Note (or any portion of a Certificated Note) during the period of 15 days ending on the Record Date. The Trustee shall give prompt notice to the Issuer of any replacement, transfer, cancellation or destruction of the Notes.

11 Persons Deemed Owners.

The registered Holder of this Note may be treated as the owner thereof for all purposes.

12 Guarantees, Collateral.

This Note is guaranteed as set forth in the Indenture and secured by Liens on the Collateral as specified in the Indenture and the Collateral Documents.

13 Unclaimed Money.

Exhibit A-14

14 Defeasance.

Subject to the terms of the Indenture, the Issuer or any Guarantor at any time may terminate some or all of their obligations under the Notes and the Indenture and the Note Guarantees, as the case may be, if the Issuer or any Guarantor irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient for the payment of principal of and interest on all the Notes to Maturity or redemption. At such time, each Guarantors’ obligations under its Note Guarantee will terminate.

15 Amendment, Supplement, Waiver.

The Indenture, the Note Guarantees or the Notes may be amended, supplemented or waived as provided in the Indenture.

16 Defaults and Remedies.

An “Event of Default” occurs if:

(a)any default in any payment of interest (including any related Additional Amounts) on any Note when the same becomes due and payable, and such default continues for a period of 30 days;

(c)the Issuer, the Guarantors and their Subsidiaries fail to comply with their respective obligations under Section 4.13(a) of the Indenture covering any material portion of the Collateral;

(d)Azul or any Subsidiary (other than any Immaterial Subsidiary) fails to comply with any of their covenants or agreements in the Notes, the Note Guarantees, the Indenture or the Collateral Documents (other than those referred to in clause (a), (b) and (c)), and such failure continues for 60 days after the receipt of written notice;

(f)one or more final judgments or decrees for the payment of money of $250,000,000 (or the equivalent thereof in other currencies at the time of determination) or more

Exhibit A-15

in the aggregate (to the extent not covered by an insurance policy or policies issued by insurance companies with sufficient financial resources to perform their obligations under such policies) are rendered against the Issuer or any Guarantor and are not paid (whether in full or in installments in accordance with the terms of the judgment) or otherwise discharged and, in the case of each such judgment or decree, either (i) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and is not dismissed within 60 days following commencement of such enforcement proceedings or (ii) there is a period of 60 days after such judgment becomes final during which such judgment or decree is not discharged, waived or the execution thereof stayed;

(i)the Note Guarantee of a Guarantor ceases to be in full force and effect (except as contemplated by the terms hereof) or a Guarantor denies or disaffirms its obligations under the Indenture, including any such Note Guarantee, other than by reason of the release of the Note Guarantee in accordance with the terms of Section 10.08 of the Indenture;

(j)(x) the Liens created by the Collateral Documents shall at any time cease to constitute a valid and perfected Lien on any material portion of the Collateral intended to be covered thereby (unless perfection is not required by the Indenture or the Collateral Documents) other than (A) in accordance with the terms of the relevant Collateral Document and the Indenture, (B) the satisfaction in full of all obligations under the Indenture or (C) any loss of perfection that results from the failure of the relevant Collateral Agent to maintain possession of certificates delivered to it representing securities pledged under the Collateral Documents and (y) such default continues for 60 days after receipt of written notice given by the Trustee or the holders of not less than 25% in aggregate principal amount of the then Outstanding Notes; provided that such default relates to Liens in excess of $50,000,000;

(k)unless all the Collateral has been released from the Liens in accordance with the provisions of the Collateral Documents and the Indenture, the Issuer shall assert or a Guarantor shall assert, in any pleading in a court of competent jurisdiction, with respect to a material portion of the Collateral, that any such security interest is invalid or unenforceable;

Exhibit A-16

(m)the Issuer fails to consummate the Special Mandatory Redemption if required in accordance with the Indenture.

An Event of Default under clause (e) of Section 6.01 of the Indenture and clause (e) of paragraph 16 hereof and all consequences thereof shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 30 days after such Event of Default arose:

(i) the Indebtedness that is the basis for such Event of Default has been discharged;

(ii) holders of such Indebtedness have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(iii) the default that is the basis for such Event of Default has been cured.

As long as the insolvency laws of the jurisdiction in which the Issuer or any Subsidiary or Guarantor are organized provide for restrictions on or sanctions associated with the ability of the Trustee or the Holders of the Notes to, directly or indirectly, exercise the right to declare an Event of Default under Section 6.01(g) and (h) of the Indenture, nothing in such clauses Section 6.01(g) and (h) shall (1) prevent the commencement of any reorganization proceeding in such jurisdiction, whether voluntary or involuntary, in respect of the Issuer or any Guarantor or (2) prohibit the Issuer or any Guarantor from entering into a reorganization proceeding.

17 Trustee Dealings with the Issuer.

Subject to certain limitations imposed by the Indenture, the Trustee and any Paying Agent, Transfer Agent, Registrar or co-registrar or any other agent of the Issuer or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee, the Transfer Agent, Paying Agent, Registrar or such other agent.

18 Currency Indemnity.

U.S. Dollars are the sole currency of account and payment for all sums payable by the Issuer or the Guarantors under or in connection with the Notes or the Note Guarantees, as the case may be, including damages. Any amount received or recovered in a currency other than U.S. Dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) by the Trustee or any Holder of a Note in respect of any sum expressed to be due to it from the Issuer or the Guarantors shall only constitute a discharge to the Issuer or the Guarantors, as the case may be, to the extent of the U.S. Dollar amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that U.S. Dollar amount is less than the U.S. Dollar amount expressed to be due to the recipient under any Note, the Issuer and the Guarantors shall indemnify, to the extent permitted by applicable law, the Trustee or such Holder against any loss sustained by it as a result, and if the amount of U.S. Dollars so purchased is greater than the sum originally due to such Holder,

Exhibit A-17

such Holder shall, by accepting a Note, be deemed to have agreed to repay such excess. In any event, the Issuer and the Guarantors shall indemnify the recipient against the cost of making any such purchase.

For the purposes of Section 11.07 of the Indenture, it shall be sufficient for the Holder of a Note to certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of U.S. Dollars been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the other obligations of the Issuer and the Guarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Trustee or any Holder of a Note and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note.

19 Governing Law; Waiver of Trial by Jury.

THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE NOTE GUARANTEES (EXCLUDING (I) THE BRAZILIAN COLLATERAL DOCUMENTS, WHICH SHALL BE GOVERNED UNDER BRAZILIAN LAW AND (II) THE CAYMAN COLLATERAL DOCUMENTS, WHICH SHALL BE GOVERNED UNDER CAYMAN ISLANDS LAW) WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AND THE HOLDERS BY ACCEPTANCE OF THE NOTES HEREBY IRREVOCABLY WAIVES EXPRESSLY AND IRREVOCABLY WAIVES ANY OTHER JURISDICTION THAT COULD APPLY BY VIRTUE OF ITS PRESENT OR FUTURE DOMICILE OR ANY OTHER REASON AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR ANY TRANSACTION RELATED HERETO.

20 No Recourse Against Others.

No director, officer, employee or shareholder, as such, of the Issuer, the Guarantors or the Trustee shall have any liability for any obligations of the Issuer, the Guarantors or the Trustee, respectively, under the Indenture or the Notes or the Note Guarantees or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

21 CUSIP and ISIN Numbers.

Exhibit A-18

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP or ISIN numbers, as applicable, to be printed on the Notes and has directed the Trustee to use CUSIP or ISIN numbers, as applicable, in notices of redemption as a convenience to Holders. No representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice and reliance may be placed only on the other identification numbers printed thereon, and any such notice shall not be affected by any defect in or omission of such numbers.

The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture, which includes the form of this Note. Requests may be made to:

Azul S.A.

Edifício Jatobá, 8th floor, Castelo Branco Office Park

Avenida Marcos Penteado de Ulhôa Rodrigues, 939

Tamboré, Barueri, São Paulo, SP, 06460-040, Brazil

Fax: +55 11 4134-9890

Attention: Raphael Linares Felippe

Email: raphael.linares@voeazul.com.br

Exhibit A-19

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to elect to have this Note purchased by the Issuer pursuant to Section 4.10 (Change of Control) or Section 4.20 (Asset Sales) of the Indenture, check the Box:

Change of Control ☐ Asset Sale☐

If you wish to have a portion of this Note purchased by the Issuer pursuant to Section 4.10 (Change of Control) or Section 4.20 (Asset Sales) of the Indenture, state the amount: $ ______________.

Date:
Your Signature:
_____________________________________________________________________
(Sign exactly as your name appears on the other side of this Note)
Signature Guarantee: ____________________________

Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee

Exhibit A-20

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE4

The initial outstanding principal amount of this Global Note is $ _______. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global Note or Certificated Note for an interest in this Global Note, have been made:

Date of Exchange	Amount of decrease in Principal Amount	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease or increase	Signature of authorized signatory of Trustee or Custodian

* This schedule should be included only if the Note is issued in global form.

Exhibit A-21

EXHIBIT B

FORM OF TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

_____________________________________________________________________________ Please print or typewrite name and address, including postal zip code, of assignee

_____________________________________________________________________________ this Note and all rights hereunder, hereby irrevocably constituting and appointing

_________________________ attorney to transfer said Note on the books of [●] with full power of substitution in the premises.

In connection with any transfer of this Note occurring prior to the date [which is one year after the original issue date of the Notes,]5 [which is on or prior to the 40th day after the Issue Date (as defined in the Indenture governing the Notes),]6 the undersigned confirms that:

[Check one]

(a) This Note is being transferred to a Person whom the Holder reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in a transaction meeting the requirement of Rule 144A;

(b) This Note is being transferred in an offshore transaction in accordance with Rule 904 under the Securities Act;

(c) This Note is being transferred pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available);

(d) This Note is being transferred pursuant to an effective registration statement under the Securities Act; or

(e) This Note is being transferred to the Issuer (as defined in the Indenture governing the Notes), in each of cases (a) through (d) above, in accordance with any applicable securities laws of any State of the United States.

If none of the foregoing boxes is checked, the Transfer Agent shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied.

5 Include in Restricted 144A Note.

6 Include in Regulation S Note.

Exhibit B-1

Date:_____________________

____________________________________________

NOTICE: The signature to this assignment must correspond with the name as written upon the face of this instrument in every particular, without alteration, enlargement or any other change whatever.

Exhibit B-2

EXHIBIT C

FORM OF CERTIFICATE FOR TRANSFER FROM RESTRICTED 144A GLOBAL NOTE OR CERTIFICATED NOTE BEARING A SECURITIES ACT LEGEND TO REGULATION S GLOBAL NOTE OR CERTIFICATED NOTE NOT BEARING A SECURITIES ACT LEGEND

UMB Bank National Association

100 William Street, Suite 1850

New York, NY 10038

Telephone: +1 (646) 650-3178

Attention: Julius Zamora

E-mail: Julius.zamora@umb.com; david.massa@umb.com

Re: 9.875% Senior Secured Notes due 2031 (the “Notes”)

Reference is hereby made to the Indenture, dated February 6, 2026 (the “Indenture”), among AZUL SECURED FINANCE LLP, the Guarantors party thereto, UMB BANK, NATIONAL ASSOCIATION, as Trustee, Registrar, Transfer Agent, U.S. Collateral Agent and Principal Paying Agent and LUMEN TRUST LTDA., as Brazilian Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to $ ____________ principal amount of Notes which are held in the form of [a beneficial interest in the Restricted 144A Global Note with the Depositary in the name of the undersigned][a Certificated Note bearing a Securities Act Legend].

The undersigned has requested a transfer of such [beneficial interest] [Certificated Note] to a Person who shall take delivery thereof in the form of [a beneficial interest of equal principal amount in the Regulation S Global Note (ISIN USU0551YAK11) to be held with [Euroclear] [Clearstream]7 through the Depositary] [a Certificated Note of equal principal amount not bearing a Securities Act Legend]. In connection with such transfer, the undersigned does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and the Notes and pursuant to and in accordance with Rule 903 or 904 of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the undersigned further certifies that:

(1) the offer of the Notes was not made to a U.S. Person (as defined under Regulation S);

[(1) at the time the buy order was originated, the transferee was outside the United States or the undersigned and any Person acting on behalf of the undersigned reasonably believed that the transferee was outside the United States;]8

7 Indicate appropriate clearing system.

8 Insert one of the two provisions.

Exhibit C-1

[(2) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the undersigned nor any Person acting on behalf of the undersigned knows that the transaction was prearranged with a buyer in the United States;]9

(2) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

(3) the undersigned is not the Issuer, a distributor, an affiliate of either the Issuer or a distributor, or a Person acting on behalf of any of the foregoing; and

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

This certificate and the statements contained herein are made for your benefit and for the benefit of Azul Secured Finance LLP. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S.

[INSERT NAME OF TRANSFEROR]
By:
	Name:
	Title:

Dated: _________________, _____

cc: Azul Secured Finance LLP

9 Insert one of the two provisions.

Exhibit C-2

EXHIBIT D

FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM A REGULATION S GLOBAL NOTE OR CERTIFICATED NOTE NOT BEARING|

A SECURITIES ACT LEGEND (PRIOR TO 40TH DAY AFTER ISSUE DATE) TO A RESTRICTED 144A GLOBAL NOTE

UMB Bank National Association

100 William Street, Suite 1850

New York, NY 10038

Telephone: +1 (646) 650-3178

Attention: Julius Zamora

E-mail: Julius.zamora@umb.com; david.massa@umb.com

Re: 9.875% Senior Secured Notes due 2031 (the “Notes”)

Reference is hereby made to the Indenture, dated February 6, 2026 (the “Indenture”), among AZUL SECURED FINANCE LLP, the Guarantors party thereto, UMB BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”), Registrar, Transfer Agent, U.S. Collateral Agent and Principal Paying Agent, and LUMEN TRUST LTDA., as Brazilian Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to $ _________ principal amount of Notes which are held in the form of [a beneficial interest in the Regulation S Global Note (ISIN USU0551YAK11) with the Depositary in the name of the undersigned] [a Certificated Note not bearing the Securities Act Legend].

The undersigned has requested a transfer of such [beneficial interest] [Certificated Note] to a Person who shall take delivery thereof in the form of [a beneficial interest in the Restricted 144A Global Note (CUSIP No. 05501W AJ1) to be held through the Depositary] [a Certificate Note not bearing the Securities Act Legend]. In connection with such transfer, the undersigned does hereby confirm that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and the Notes and pursuant to and in accordance with Rule 144A under the U.S. Securities Act of 1933 (the “Securities Act”), as amended, and accordingly, the undersigned represents that:

(1) the Notes are being transferred to a transferee that the undersigned reasonably believes is purchasing the Notes for its own account or one or more accounts with respect to which the transferee exercises sole investment discretion; and

(2) the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, in a transaction meeting the requirements of

Exhibit D-1

Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

Exhibit D-2

This certificate and the statements contained herein are made for your benefit and for the benefit of Azul Secured Finance LLP.

[INSERT NAME OF TRANSFEROR]
By:
	Name:
	Title:

Dated: _____________, _________

cc: Azul Secured Finance LLP

Exhibit D-3

EXHIBIT E

FORM OF CERTIFICATE FOR REMOVAL OF THE SECURITIES ACT LEGEND ON A CERTIFICATED NOTE

UMB Bank National Association

100 William Street, Suite 1850

New York, NY 10038

Telephone: +1 (646) 650-3178

Attention: Julius Zamora

E-mail: Julius.zamora@umb.com; david.massa@umb.com

Re: 9.875% Senior Secured Notes due 2031 (the “Notes”)

Reference is hereby made to the Indenture, dated February 6, 2026 (the “Indenture”), among AZUL SECURED FINANCE LLP, the Guarantors party thereto, UMB BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”), Registrar, Transfer Agent, U.S. Collateral Agent and Principal Paying Agent, and LUMEN TRUST LTDA., as Brazilian Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to $ ___________ principal amount of Notes which are held in the form of [a beneficial interest in the Restricted 144A Global Note (CUSIP No. US05501WAJ18)) with the Depositary] [[a] Certificated Note(s) in the name of the undersigned.]10

The undersigned has requested for the restrictive Legend on the Certificated Note(s) to be removed.

In connection with such transfer, the undersigned does hereby certify that such transfer has been effected only (i) in an offshore transaction in accordance with Rule 904 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii) in accordance with any applicable securities laws of any State of the United States.

10 Indicate form in which Notes are held.

Exhibit E-1

This certificate and the statements contained herein are made for your benefit and for the benefit of Azul Secured Finance LLP.

[NAME OF UNDERSIGNED]
By:
	Name:
	Title:

Dated: _______________, _____

cc: Azul Secured Finance LLP

Exhibit E-2

EXHIBIT F

FORM OF U.S. SECURITY AGREEMENT

Exhibit F-1

EXHIBIT G

FORM OF FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT

Exhibit G-1

EXHIBIT H

FORM OF PARI PASSU INTERCREDITOR AGREEMENT

Exhibit H-1

Document

Exhibit 2.d

DESCRIPTION OF SECURITIES

REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of December 31, 2025, Azul S.A. had the following securities registered pursuant to Section 12(g) of the Exchange Act:

Common Shares without par value

American Depositary Shares (as evidenced by American Depositary Receipts), each representing 500,000 Common Shares

Unless otherwise indicated or the context otherwise requires, “Azul” “we,” “us,” “our” or the “Company” refer to Azul S.A. and its consolidated subsidiaries. The term “Brazil” refers to the Federative Republic of Brazil and the phrase “Brazilian government” refers to the federal government of Brazil. “Central Bank” refers to the Brazilian Central Bank (Banco Central do Brasil). References to “real,” “reais” or “R$” refer to the Brazilian real, the official currency of Brazil and references to “U.S. dollar,” “U.S. dollars” or “US$” refer to U.S. dollars, the official currency of the United States of America. All references to “ADSs” are to American Depositary Shares, each representing 500,000 common shares, without par value. The ADSs are evidenced by American Depositary Receipts, or “ADRs”.

Capitalized terms used but not defined herein have the meanings given to them in Azul S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, or our 2025 Form 20-F, and in the deposit agreement, which is an exhibit to our 2025 Form 20-F.

COMMON SHARES

In the United States, our common shares trade in the form of ADSs. Our ADS traded on the NYSE between April 11, 2017 and June 10, 2025, when our ADSs were delisted from the NYSE pursuant to the provisions of Rule 12d2-2(b) under the Securities Act because, in the opinion of the NYSE, the ADSs were no longer suitable for continued listing and trading on the NYSE. Our ADSs are quoted on the OTC Pink Limited Market under the symbol “AZLUY”.

Our common shares trade on the B3 under the symbol “AZUL53.” As of the date hereof, the ADSs represented approximately 98.3% of our common shares. Our ADSs initially represented our preferred shares until the Conversion, after which they began representing our common shares.

Share Capital

As of the date hereof, our total capital stock is R$21,756,852,177.39, fully paid-in and divided into 54,913,287,951,407 common shares, all nominative, in book-entry form and without par value.

As of the date hereof, we had 88,679 common shares held in our treasury. Our common shares are listed on the Level 2 segment of the B3 since April 11, 2017. This listing requires us to comply with the corporate governance and disclosure rules of the Level 2 segment of the B3 as summarized in the “Item 9.C.-Markets.” of our 2025 Form 20-F.

Rights of our Common Shares

We have a single class of common shares, and each common share entitles its holder to one vote at our shareholders’ meetings.

Reimbursement and Right of Withdrawal

This right of withdrawal and reimbursement arises if any of the following matters are decided upon at a shareholders’ meeting:

1. creation of preferred shares or an increase in an existing class of preferred shares that is disproportionate to the other classes of preferred shares, unless already provided for or authorized by our bylaws (which is currently not the case);

2. modification to the preference, privilege or conditions for redemption or amortization granted to one or more classes of preferred shares, or the creation of a new class of preferred shares with greater privileges than the existing classes of preferred shares. This provision does not apply to the Company's shareholders as the Company no longer has preferred shares;

3. reduction of the mandatory dividend;

4. consolidation or merger into another company;

5. participation in a group of companies (grupo de sociedades), as defined by the Brazilian Corporations Law;

6. a share merger (incorporação de ações) in which all shares of a company are incorporated into the equity of another company, making the former a wholly-owned subsidiary — in which case shareholders of both companies are entitled to appraisal rights (direito de recesso);

7. changes to our corporate purpose; or

8. a spin-off that results in: (i) a change to our corporate purpose (unless the spun-off company’s assets and liabilities are transferred to a company that has substantially the same corporate purpose); (ii) a reduction in any mandatory dividend; or (iii) any participation in a group of companies (grupo de sociedades), as defined by the Brazilian Corporations Law.

In the event that our shareholders approve any resolution for us to:

•consolidate or merge with another company;

•transfer all of our shares to another company, or acquire all shares of another company, so as to make either company a wholly-owned subsidiary of the other; or

•become part of a group of companies (grupo de sociedades), as defined by the Brazilian Corporations Law,

The right of withdrawal expires 30 days after publication of the minutes of the shareholders’ meeting that approved the relevant event.

Capital Increases and Preemptive Rights

In addition, the grant of options to purchase shares under stock option plans does not give rise to preemptive rights.

Dividend Rights

Dividends are allocated and distributed in accordance with Brazilian corporate law and our bylaws. According to the Brazilian Corporations Law and our bylaws, our board of directors makes a recommendation to the annual shareholders’ meeting regarding the allocation of our net income for the preceding fiscal year, and the shareholders’ meeting decides upon the allocation. Under the Brazilian Corporations Law, our board of directors may also approve intermediary dividend distributions.

The Brazilian Corporations Law requires the bylaws of a Brazilian company to specify a minimum percentage of available profits to be allocated to the annual distribution of dividends, known as mandatory dividends. The mandatory dividend must be paid to shareholders either as dividends or as interest on shareholders’ equity. The basis of the mandatory dividend is a percentage of income, adjusted according to Article 202 of the Brazilian Corporations Law. Under our bylaws, we must distribute every year at least 0.1% of our adjusted net income from the previous fiscal year as a dividend. Brazilian corporate law allows a company to suspend distribution of mandatory dividends if the board of directors advises the annual shareholders’ meeting that the distribution would not be advisable given the company’s financial condition. The fiscal council, if one is in place, must review any suspension of the mandatory dividend, and management must submit a report to the CVM setting forth the reasons for the suspension of dividends. Net income that is not distributed due to a suspension is allocated to a separate reserve account and, if not absorbed by subsequent losses, must be distributed as dividends as soon as the financial condition of the company permits.

The Brazilian Corporations Law and our bylaws require us to hold an annual shareholders’ meeting by the fourth month following the closing of each fiscal year, in which, among other matters, shareholders must decide upon the distribution of annual dividends. The calculation of annual dividends is based on our audited consolidated financial statements for the immediately preceding fiscal year. Each holder of shares at the time a dividend is declared is entitled to receive dividends. Under the Brazilian Corporations Law, dividends are generally required to be paid within 60 days from the date on which the dividend is declared, unless the shareholders’ resolution establishes another payment date. The dividend must be paid at the latest before the end of the year in which it is declared.

Shareholders have three years from the date of payment to claim their dividends or interest on shareholders’ equity, after which the unclaimed dividends or interest revert to us.

Voting Rights

Each of our common shares entitles the holder to cast one vote at our shareholders’ meetings.

In addition, the Brazilian Corporations Law provides that the following rights of shareholders may not be altered either in the bylaws or by shareholders’ resolutions:

•the right of holders of common shares to vote at general shareholders’ meetings;

•the right to participate in the distribution of dividends (including interest paid on our capital);

•the right to share in the remaining assets of the company in the event of liquidation;

•the right to inspect and supervise the management of the company's business, as provided by law;

•the withdrawal rights summarized above.

Rights other than these unalterable rights may be granted or excluded in the bylaws or by shareholders’ resolutions.

Shareholders’ Meetings

Management Compensation

Anti-Takeover Provisions

AMERICAN DEPOSITARY SHARES

The following summary contains a description of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement with Citibank, N.A., our depositary, the form of ADRs and, if applicable, the omnibus restricted ADS letter agreement. See Exhibit 2.1 of our 2025 Form 20-F. The depositary will register and deliver the ADSs. The principal executive office of the depositary is located at 388 Greenwich Street, New York, New York 10013.

Each ADS represents the right to receive 500,000 common shares (which ratio may be changed, as described below) in registered form, deposited with the office of Banco Bradesco S.A. as custodian for the depositary, with Itaú Corretora de Valores S.A. acting as the share registrar. Each ADS will also represent the right to receive any other securities, cash or other property which may be received on behalf of the owner of the ADSs but not distributed by the depositary to the owners of ADSs because of legal restrictions or practical considerations.

The common shares are listed for trading on the Level 2 listing segment of the B3.

Holding the ADSs

How will you hold your ADSs?

Dividends and Other Distributions

How will you receive dividends and other distributions on the shares?

Before making a distribution, any taxes or other governmental charges, together with fees and expenses of the depositary, will be deducted. See “Item 10.E—Taxation” of our 2025 Form 20-F. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

There can be no assurance that you will be given rights on the same terms and conditions as the holders of common shares or be able to exercise such rights.

Deposit, Withdrawal and Cancellation

Which shares shall be accepted for deposit?

How are ADSs issued?

How do ADS holders cancel an ADS?

How do ADS holders interchange between Certificated ADSs and Uncertificated ADSs?

Voting Rights

How do you vote?

Payment of Taxes

Amendment and Termination

How may the deposit agreement be amended?

How may the deposit agreement be terminated?

Books of Depositary

The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADRs.

Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary and the Custodian; Limits on Liability to Holders of ADSs

•are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;

•are not obligated to perform any act that is inconsistent with the terms of the deposit agreement;

•are not liable for any action or inaction of any clearing or settlement system (any participant thereof) for the deposited securities or the ADSs;

•are not liable for any consequential or punitive damages (including lost profits) for any breach of the terms of the deposit agreement;

•may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party;

•are not obligated to appear in, prosecute or defend any action with respect to deposited property or the ADSs, except under the circumstances set forth in the deposit agreement; and

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

Before the depositary will issue, deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of common shares, the depositary may require:

•satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

Your Right to Receive the Shares Underlying Your ADSs

You have the right to cancel your ADSs and withdraw the underlying common shares at any time except:

•when you owe money to pay fees, taxes and similar charges;

•when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of common shares or other deposited securities; or

•other circumstances specifically contemplated by Section I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Ownership Restrictions

Document

Exhibit 4.4

Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential.

AMENDMENT N°7

TO THE

A320 NEO PURCHASE AGREEMENT DATED 24 OCTOBER 2014

BETWEEN

AIRBUS S.A.S.

AND

AZUL FINANCE LLC

CONTENTS

Clause Title

A330 FHS GOODS & SERVICES CREDIT MEMORANDUM AMENDMENT
MISCELLANEOUS

This amendment N°7 (hereinafter referred to as this "Amendment N°7”) is entered into on April 30,, 2021 between:

AIRBUS S.A.S., a société par actions simplifiée, a company duly created and existing under French law, having its registered office at 2 rond-point Emile Dewoitine, 31700 Blagnac, France (the "Seller"); and

AZUL FINANCE LLC, a company incorporated and existing under the laws of the State of Delaware having its registered office in Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 (the "Buyer").

The Buyer and the Seller being together the "Parties" and each a "Party".

WHEREAS

A. The Buyer and the Seller entered into an A320 NEO Purchase Agreement dated October 24, 2014 for the sale by the Seller and the purchase by the Buyer of thirty-five (35) Aircraft (hereinafter together with its Exhibits, Appendices and Letter Agreements and as amended and supplemented from time to time, the “Agreement”);

B. The Buyer and the Seller entered into an amendment Nº1 (the “Amendment N°1”) to the Agreement, pursuant to which the Seller agreed to reschedule certain Predelivery Payments as set forth in such Amendment N°1;

C. The Buyer and the Seller entered into amendment Nº2 and amendment Nº4 (respectively the “Amendment N°2” and the “Amendment N°4”) to the Agreement, pursuant to which the Buyer and the Seller agreed to terminate the Agreement insofar as it relates to the Terminated Aircraft in order to assist the Buyer in its financing of the Predelivery Payments relating to such Terminated Aircraft;

D. The Buyer and the Seller entered into amendment Nº3 and amendment N°5 (respectively the “Amendment N°3” and the “Amendment N°5”) to the Agreement, pursuant to which the Buyer and the Seller agreed that the Buyer shall have the right to reinstate such Relevant Aircraft (as defined below) into the Agreement in accordance with, and subject to the terms and conditions of, the Call Option Agreement, the Amendment N°3 and the Amendment Nº5.

E. The Buyer and the Seller entered into amendment Nº6 (the “Amendment N°6”) to the Agreement, to amend certain terms of the Agreement relative to the Relevant Aircraft.

F. Subject to the terms and conditions of this Amendment N°7, the Buyer and the Seller hereby agree to amend certain terms of the Agreement relative to the Relevant Batch 1 Aircraft.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.A330 FHS GOODS & SERVICES CREDIT MEMORANDUM AMENDMENT

The Buyer has requested and the Seller hereby agrees to amend Clause 5 of Amendment Nº6 to advance the availability of certain portions of the A330 FHS Goods & Services Credit Memorandum. The second paragraph of Clause 5 of Amendment Nº6 is hereby deleted and replaced by the following quoted provisions:

QUOTE

The A330 FHS Goods & Services Credit Memorandum shall be made available by the Seller to the Buyer as follows:

(a)[***].

(b)[***].

(c)[***].

UNQUOTE

The above changes to Clause 5 of Amendment Nº6 are without prejudice to any other rights and remedies available to the Seller under the Agreement or at law.

2.MISCELLANEOUS

2.1Confidentiality

The provisions of clause 22.12 of the Agreement shall apply to this Amendment Nº7 as if set out in full herein mutatis mutandis.

2.2Law and Jurisdiction

This Amendment Nº7 shall be governed by and construed in accordance with the laws of England.

Any dispute arising out of or in connection with this Amendment N°7, including but not limited to its existence, validity, interpretation, implementation, breach, termination and/or enforcement, shall be within the exclusive jurisdiction of the Courts of England.

2.3Contracts (Rights of Third Parties) Act 1999

The Parties do not intend that any term of this Amendment Nº7 shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to this Amendment Nº7.

2.4Severability

In the event that any provision of this Amendment Nº7 should for any reason be held ineffective, the remainder of this Amendment Nº7 shall remain in full force and effect. To the extent permitted by applicable law, each Party hereto waives any provision of law, which renders any provision of this Amendment Nº7 prohibited or unenforceable in any respect.

2.5Counterparts

This Amendment Nº7 may be executed by the Parties in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute one and the same instrument.

2.6 Assignment

Notwithstanding any other provision of this Amendment Nº7, this Amendment Nº7 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this paragraph will be void and of no force or effect.

2.7Clauses 22.2 (Notices) and 22.3 (Waiver) of the Agreement shall be incorporated by reference into this Amendment Nº7 as if the same were set out in full herein mutatis mutandis.

IN WITNESS WHEREOF, this Amendment N°7 was entered into the day and year first above written.

Agreed and accepted	Agreed and accepted
For and on behalf of	For and on behalf of
AZUL FINANCE LLC	AIRBUS, S.A.S.
By: /s/ John Peter Rodgerson______<br><br>Name: John Peter Rodgerson<br><br>Title: Attorney-in-fact	By: /s/ Benoît de Sant-Exupéry______<br><br>Name: Benoît de Sant-Exupéry<br><br>Title: Senior Vice President, Contracts

Document

Exhibit 4.5

AMENDMENT N°8

TO THE

A320 NEO PURCHASE AGREEMENT DATED 24 OCTOBER 2014

BETWEEN

AIRBUS S.A.S.

AND

AZUL FINANCE LLC

This amendment N°8 (hereinafter referred to as this “Amendment N°8”) is entered into on October 28, 2021 between:

The Buyer and the Seller being together the “Parties” and each a “Party”.

WHEREAS

A.The Buyer and the Seller entered into an A320 NEO Purchase Agreement dated October 24, 2014 for the sale by the Seller and the purchase by the Buyer of thirty-five (35) Aircraft (hereinafter together with its Exhibits, Appendices and Letter Agreements and as amended and supplemented from time to time, the “Agreement”);

B.The Buyer and the Seller entered into an amendment N°1 (the “Amendment N°1”) to the Agreement dated December 21, 2015, pursuant to which the Seller agreed to reschedule certain Predelivery Payments as set forth in such Amendment N°1;

C.The Buyer and the Seller entered into amendment N°2 and amendment N°4 (respectively the “Amendment N°2” and the “Amendment N°4”) to the Agreement dated July 20, 2018 and December 26, 2019 respectively, pursuant to which the Buyer and the Seller agreed to terminate the Agreement insofar as it relates to the Terminated Aircraft (as defined therein) in order to assist the Buyer in its financing of the Predelivery Payments relating to such Terminated Aircraft;

D.The Buyer and the Seller entered into amendment N°3 and amendment N°5 (respectively the “Amendment N°3” and the “Amendment N°5”) to the Agreement dated July 20, 2018 and December 26, 2019 respectively, pursuant to which the Buyer and the Seller agreed that the Buyer shall have the right to reinstate such Relevant Aircraft (as defined therein) into the Agreement in accordance with, and subject to the terms and conditions of, the Call Option Agreement, the Amendment N°3 and the Amendment N°5.

E.The Buyer and the Seller entered into amendment N°6 (the “Amendment N°6”) to the Agreement dated August 28, 2020 to amend certain terms of the Agreement relative to the Relevant Aircraft.

F.The Buyer and the Seller entered into amendment N°7 (the “Amendment N°7”) to the Agreement dated April 30, 2021 to advance certain portions of the A330 FHS Goods & Services Credit Memorandum.

G.Subject to the terms and conditions of this Amendment N°8, the Buyer and the Seller hereby agree to reschedule the delivery period of [***].

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

Capitalised terms used herein (including the recitals) and not otherwise expressly defined in this Amendment N°8 shall have the meanings assigned thereto in the Agreement.

1.2Interpretation

The provisions of clauses 0.2 and 0.3 of the Agreement shall be incorporated by reference to this Amendment N°8, as if the same were set out in full herein mutatis mutandis.

2.RESCHEDULING

Concurrently with this Amendment N°8, (A) the Seller and [***] have agreed pursuant to an amendment to the [***] Purchase Agreement (as such term is defined in Amendment N°6), and (B) the Seller, the Buyer and [***] have agreed pursuant to an amendment to the Call Option Agreement 1 (as defined in Amendment N°6), in each case to reschedule the [***]:

Aircraft Rank Number	CAC ID	NEO Aircraft Type	Original Scheduled Delivery Period	Revised Scheduled Delivery Period
[***]	[***]	[***]	[***]	[***]

[***].

3.MISCELLANEOUS

3.1Confidentiality

The provisions of clause 22.12 of the Agreement shall apply to this Amendment N°8 as if set out in full herein mutatis mutandis.

3.2Law and Jurisdiction

This Amendment N°8 shall be governed by and construed in accordance with the laws of England.

Any dispute arising out of or in connection with this Amendment N°8, including but not limited to its existence, validity, interpretation, implementation, breach, termination and/or enforcement, shall be within the exclusive jurisdiction of the Courts of England.

3.3Contracts (Rights of Third Parties) Act 1999

The Parties do not intend that any term of this Amendment N°8 shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to this Amendment N°8.

3.4Severability

In the event that any provision of this Amendment N°8 should for any reason be held ineffective, the remainder of this Amendment N°8 shall remain in full force and effect. To the extent permitted by applicable law, each Party hereto waives any provision of law, which renders any provision of this Amendment N°8 prohibited or unenforceable in any respect.

3.5Counterparts

This Amendment N°8 may be executed by the Parties in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute one and the same instrument.

3.6Assignment

Notwithstanding any other provision of this Amendment N°8, this Amendment N°8 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this paragraph will be void and of no force or effect.

3.7Clauses 22.2 (Notices) and 22.3 (Waiver) of the Agreement shall be incorporated by reference into this Amendment N°8 as if the same were set out in full herein mutatis mutandis.

IN WITNESS WHEREOF, this Amendment N°8 was entered into the day and year first above written.

Agreed and accepted<br><br>For and on behalf of<br><br>AZUL FINANCE LLC<br><br>By: /s/ John Peter Rodgerson______<br><br>Name: John Peter Rodgerson<br><br>Title: President	Agreed and accepted<br><br>For and on behalf of<br><br>AIRBUS, S.A.S.<br><br>By: /s/ Benoît de Sant-Exupéry______<br><br>Name: Benoît de Sant-Exupéry<br><br>Title: Senior Vice President, Contracts

Document

Exhibit 4.6

AMENDMENT N° 9

TO THE

A320 NEO PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S. as “Seller”

AND

AZUL FINANCE LLC

as “Buyer”

Amendment No.9 TO THE A320 NEO PURCHASE AGREEMENT

This amendment No.9 (hereinafter referred to as the “Amendment No.9”) is entered into on July 21, 2022, between:

1. AIRBUS S.A.S., a société par actions simplifiée, a company duly created and existing under French law, having its registered office at 2 rond-point Emile Dewoitine, 31700 Blagnac, France (the “Seller”); and

2. AZUL FINANCE LLC, a company incorporated and existing under the laws of the State of Delaware having its registered office in Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 (the “Buyer”).

The Buyer and the Seller being together the “Parties” and each a “Party”.

WHEREAS

A. The Buyer and the Seller entered into an A320 NEO Purchase Agreement dated October 24, 2014 (the “Purchase Agreement”) for the sale by the Seller and the purchase by the Buyer of thirty-five (35) NEO Aircraft comprising twenty five (25) A320 NEO Aircraft and ten (10) A321 NEO Aircraft (together with its Exhibits, Appendices and Letter Agreements and as amended and supplemented from time to time, the “Agreement”);

B. The Buyer and the Seller entered into an amendment N°1 (the “Amendment N°1”) to the Agreement dated December 21, 2015, pursuant to which the Seller agreed to reschedule certain Predelivery Payments as set forth in such Amendment N°1;

C. The Buyer and the Seller entered into amendment N°2 and amendment N°4 (respectively the “Amendment N°2” and the “Amendment N°4”) to the Agreement dated July 20, 2018 and December 26, 2019 respectively, pursuant to which the Buyer and the Seller agreed to terminate the Agreement insofar as it relates to the Terminated Aircraft (as defined therein) in order to assist the Buyer in its financing of the Predelivery Payments relating to such Terminated Aircraft;

D. The Buyer and the Seller entered into amendment N°3 and amendment N°5 (respectively the “Amendment N°3” and the “Amendment N°5”) to the Agreement dated July 20, 2018 and December 26, 2019 respectively, pursuant to which the Buyer and the Seller agreed that the Buyer shall have the right to reinstate such Relevant Aircraft (as defined therein) into the Agreement in accordance with, and subject to the terms and conditions of, the Call Option Agreement, the Amendment N°3 and the Amendment N”5.

E. The Buyer and the Seller entered into amendment N°6 (the “Amendment N°6”) to the Agreement dated August 28, 2020 to amend certain terms of the Agreement relative to the Relevant Aircraft.

F. The Buyer and the Seller entered into amendment N°7 (the “Amendment N°7”) to the Agreement dated April 30, 2021 to advance certain portions of the A330 FHS Goods & Services Credit Memorandum.

G. The Buyer and the Seller entered into amendment N°8 (the “Amendment N°8”) to the Agreement dated October 28, 2021 to reschedule the delivery period of [***].

H. Subject to the terms and conditions of this Amendment No.9, the Buyer and the Seller now wish to enter into an agreement covering (a) the conversion of [***] into [***] type aircraft, (b) the conversion of [***] into [***] type aircraft and (c) the purchase by the Buyer and the sale by the Seller of [***] A321-200NY aircraft.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1.0. DEFINITIONS

Capitalised terms used herein (including the recitals) and not otherwise expressly defined in this Amendment No.9 shall have the meanings assigned thereto in the Agreement. The terms “herein”, “hereof and “hereunder” and words of similar import refer to this Amendment No.9.

0.1 The following definitions shall be inserted in alphabetical order or amended and restated, as appropriate, in Clause 0.1 of the Agreement:

A320 NEO Standard Specification means the A320-200N standard specification document Number [***] Issue [***], dated [***], a copy of which the Buyer acknowledges having received on or before the date of this Agreement.

A321 NEO Standard Specification means the A321-200NX standard specification document Number [***], Issue [***], dated [***], a copy of which the Buyer acknowledges having received on or before the date of this Agreement.

A321XLR Standard Specification means the A321-200NY standard specification document Number [***], Issue [***], dated [***], a copy of which the Buyer acknowledges having received on or before the date of this Agreement.

A321 NEO Aircraft or A321 NEO means an Airbus A321-200NX type aircraft delivered or to be delivered under this Agreement.

A321XLR Aircraft or A321XLR means an A321-200NY type aircraft delivered or to be delivered under this Agreement.

A330 Agreement means the purchase agreement to be entered into by the Buyer and the Seller on or before the Expiry Date (as such term is defined in the A330 MOU) for the purchase by the Buyer of [***] A330-900 type aircraft pursuant to the A330 MOU.

A330 MOU means the A330-900 memorandum of understanding reference CT2109319 executed by the Seller and the Buyer on the date hereof.

Aircraft or NEO Aircraft means, as the context may require, any or all of the A320 NEO Aircraft, A321 NEO Aircraft and A321XLR Aircraft delivered or to be delivered under this Agreement, including any part, component, furnishing, software or equipment (including the Propulsion Systems) incorporated in or installed on such Aircraft at Delivery.

Backlog A320 NEO Aircraft means any A320 NEO Aircraft remaining to be delivered under the Agreement at the time of Amendment No.9 or any Batch 1 Aircraft (as such term is defined in Amendment N°6) of the A320-200N type that may be reinstated under the Agreement subsequent to the date of signature of Amendment No.9.

Backlog A321 NEO Aircraft means any A321 NEO Aircraft remaining to be delivered under the Agreement at the time of Amendment No.9 or any Batch 1 Aircraft (as such term is defined in Amendment N°6) of the A321-200NX type that may be reinstated under the Agreement subsequent to the date of signature of Amendment No.9.

Backlog NEO Aircraft means individually or collectively a Backlog A320 NEO Aircraft or a Backlog A321 NEO Aircraft.

Incremental Aircraft means individually or collectively the [***] A330-900 aircraft to be delivered under the A330 Agreement and the [***] Incremental A321XLR Aircraft to be delivered under the Agreement.

Standard Specification or NEO Standard Specification means, as the context may require, any and all of the A320 NEO Standard Specification, the A321 NEO Standard Specification and the A321XLR Standard Specification.

0.2 The following definitions are hereby deleted in their entirety from Clause 0.1 of the Agreement:

A321 CEO Standard Specification means the A321-200 standard specification document Number [***] Issue [***], dated [***], a copy of which has been annexed hereto as Exhibit A.

Irrevocable SCNs means the list of SCNs, which are irrevocably part of the A321 NEO specification, as expressly set out in Appendix 2 and 3 to Exhibit A.

New Engine Option has the meaning set out in Clause 2.1.2 hereof.

Sharklets means a new large wingtip device, designed to enhance the eco- efficiency and payload range performance of the A320 family aircraft, and which are fitted on the NEO Aircraft and are part of the A320 NEO Standard Specification or, with respect to the A321 NEO Aircraft are part of the Irrevocable SCNs, as applicable.

1.SPECIFICATION UPGRADE

1.1Aircraft Specification

Clause 2.1 of the Agreement shall be deleted in its entirety and replaced by the following quoted text:

QUOTE

2.1 Aircraft Specification

2.1.1 Each Aircraft shall be manufactured in accordance with its Specification.

2.1.2 The applicable standard design weights (Maximum Take-off Weight (“MTOW”) Maximum Landing Weight (“MLW”) and Maximum Zero Fuel Weight (“MZFW”)) of the Aircraft are the following:

	MTOW	MLW	MZFW
A320 NEO Aircraft	[***]	[***]	[***]
A321 NEO Aircraft	[***]	[***]	[***]
A321XLR Aircraft	[***]	[***]	[***]

UNQUOTE

1.2Propulsion Systems

Clause 2.3 of the Agreement shall be deleted in its entirety and replaced by the following quoted text:

QUOTE

2.3 Propulsion Systems

Each Aircraft shall be equipped with [***] (the “Propulsion Systems”), manufactured by one of the following Propulsion System Manufacturers: CFM International, Inc (“CFM”) or International Aero Engines, LLC (“IAE LLC”).

	CFM	IAE LLC
A320 NEO Aircraft	[***]	[***]
A321 NEO Aircraft	[***]	[***]
A321XLR Aircraft	[***]	[***]

* AET means Airbus Equivalent Thrust

In respect of Backlog NEO Aircraft, the Buyer has selected [***].

In respect of all A321XLR Aircraft, the Buyer shall provide written notice to the Seller of its choice of Propulsion Systems for such A321XLR Aircraft no later than [***] prior to [***]. If the Buyer fails to select and notify the Propulsion Systems applicable to the A321XLR Aircraft by such date, then the Seller shall [***].

The Buyer shall be responsible for entering into direct discussions with the Propulsion Systems Manufacturer with respect to support services and commercial terms relating to the Propulsion Systems.

UNQUOTE

1.3Lists of SCNs

Exhibit A to the Agreement is hereby cancelled in its entirety and replaced with the provisions set out in Exhibit A to this Amendment No.9.

2.PRICING

2.1Airframe Base Price

2.1.1Clause 3.1 of the Agreement is hereby deleted in its entirety and replaced by the following quoted text:

QUOTE

[***]

UNQUOTE

2.2[***]

In respect of [***], Clause 3.2 of the Agreement is hereby amended by adding the following quoted text:

QUOTE

3.2.3 [***].

3.2.4 [***].

UNQUOTE

2.3[***]

In respect of [***] only, Part 1 of Exhibit C to the Agreement is hereby cancelled in its entirety and replaced with the provisions set out in Exhibit B to this Amendment No.9.

2.4[***]

Part 2 of Exhibit C to the Agreement is hereby cancelled in its entirety and replaced with the provisions set out in Exhibit C to this Amendment No.9.

3.TYPE CONVERSIONS

3.1Conversion of [***] into [***] and [***] into [***]

3.1.1The Buyer and the Seller hereby agree to irrevocably convert [***] bearing rank numbers [***] into [***] (the “Converted [***]”) and [***] bearing rank numbers [***] into [***] (the

“Converted [***]”) and have such Converted [***] and Converted [***] Ready for Delivery at the Delivery Location within the following revised scheduled delivery periods (each a “New Scheduled Delivery Period”):

NEO Aircraft Rank N°	Original Aircraft Type	New Aircraft Type	Original Scheduled Delivery Period	New Scheduled Delivery Period
[***]	[***]	[***]	[***]	[***]

For the purpose of this Amendment No.9, the Converted [***] and Converted [***] shall be individually or collectively referred to as the “Converted Aircraft”.

3.1.2Each Converted [***] shall be deemed to be an “[***]” within the meaning of the Agreement and, unless otherwise expressly stipulated herein, all terms and conditions applicable to the [***] under the Agreement shall apply to the Converted [***] and all references to “Aircraft” or “NEO Aircraft” or “[***] Aircraft” in the Agreement shall be deemed to include the “Converted [***] Aircraft”.

3.1.3Each Converted [***] shall be deemed to be an “[***]” within the meaning of the Agreement and, unless otherwise expressly stipulated herein, all terms and conditions applicable to the [***] under the Agreement shall apply to the Converted [***] and all references to “Aircraft” or “NEO Aircraft” or “[***] Aircraft” in the Agreement shall be deemed to include the “Converted [***]”.

3.1.4The Parties understand and agree that the aircraft type conversion set out in this Clause 3 is irrevocable and that the Converted Aircraft shall not be eligible to any further aircraft type conversion under the Agreement.

3.1.5[***].

4.INCREMENTAL A321XLR AIRCRAFT

4.1Pursuant to and in accordance with the terms and conditions contained in this Amendment No.9 (and incorporating the relevant provisions of the Agreement), the Seller shall sell and deliver and the Buyer shall buy and take delivery of [***] incremental A321-200NY type aircraft (the “Incremental A321XLR Aircraft”).

4.2With effect from the date hereof, unless expressly stipulated otherwise herein or elsewhere, the Incremental A321XLR Aircraft shall be deemed to be an “A321XLR Aircraft” within the meaning of the Agreement, all terms and conditions applicable to the A321XLR Aircraft under the Agreement shall apply to the Incremental A321XLR Aircraft and all references to “Aircraft” or “NEO Aircraft” in the Agreement shall be deemed to include the “Incremental A321XLR Aircraft”.

4.3Delivery Schedule

The Incremental A321XLR Aircraft shall be assigned NEO Aircraft Rank Nos. [***] and the Seller shall have the Incremental A321XLR Aircraft Ready for Delivery at the Delivery Location within the following scheduled delivery periods:

NEO Aircraft Rank N°	Scheduled<br><br>Delivery Period	NEO Aicraft Type
[***]	[***]	[***]

4.4Predelivery Payments

[***].

5.CHANGES IN THE DELIVERY SCHEDULE

Clause 9.1.1 of the Agreement shall be deleted in its entirety and replaced with the following:

QUOTE

9.1.1 Subject to Clauses 2, 7, 8, 10 and 18, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location within the following scheduled delivery periods:

NEO Aircraft Rank N°	Scheduled Delivery Period	NEO Aircraft Type
[***]	[***]	[***]

The Seller shall notify, no later than [***] prior to [***], the scheduled delivery month of such Aircraft within the aforementioned scheduled delivery quarter. Each of such months shall be, with respect to the corresponding Aircraft, the “Scheduled Delivery Month”. Until such notification and unless expressly mentioned otherwise, and for the purposes of this Agreement, including specifically Clause 5 hereof, the second month of such scheduled delivery quarter shall be deemed to be the Scheduled Delivery Month of such Aircraft.

UNQUOTE

6.[***]

Solely for Aircraft with a Scheduled Delivery Period falling on or after the date of signature of this Amendment No. 9 (the “ED Eligible Aircraft”), Clause 10.2 of the Agreement shall hereby be amended by adding the following quoted text:

QUOTE

(viii) [***].

UNQUOTE

7.AIRBUS DEFERRAL RIGHT

7.1The Seller shall have the right to defer the Scheduled Delivery Period of certain A321 NEO Aircraft (the “Airbus Deferral Right”) subject to the following terms and conditions:

(i) [***]

(ii) [***]

(iii) [***]

(iv) [***]

(v) [***]

(vi) [***]

7.2Upon the Airbus Deferred Scheduled Delivery Period being in full force and effect as per this clause, in respect of the Airbus Deferred Aircraft the Predelivery Payment reference price and schedule shall be adjusted pursuant to Clauses 5.3.1 and 5.3.2 of the Agreement respectively, to [***].

8.APPLICABILITY OF LETTER AGREEMENTS

8.1The following provisions shall not apply in respect of [***]:

(a) [***]

(b) [***]

(d) [***]

8.2The Incremental A321XLR Aircraft shall not be deemed to be an “Aircraft” or a “NEO Aircraft” for the purposes of [***].

8.3Letter Agreement No.2 to the Agreement (Price Revision Protection) as amended by Clause 6 of Amendment No.6 shall not apply in respect of [***].

8.4Clauses 7 and 8 of Letter Agreement No.6 to the Agreement are hereby entirely deleted.

8.5Clauses 9 of Amendment No.6 is hereby entirely deleted.

9.MISCELLANEOUS PROVISIONS

9.1Effect of the Amendment

The Agreement will be deemed amended to the extent provided herein and all its provisions, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment No.9 supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment No.9 provided that this Amendment No.9 does not modify the Agreement in respect of any “Aircraft” that are subject to a predelivery payment financing facility.

Both Parties agree that this Amendment No.9 will constitute an integral, non- severable part of the Agreement and shall be governed by its provisions, except that if the Agreement and this Amendment No.9 have specific provisions that are inconsistent, the specific provisions contained in this Amendment No.9 shall govern.

In the event of any inconsistency between the terms and conditions of the Agreement, its Exhibits and letter agreements and this Amendment No.9, this Amendment No.9 shall prevail to the extent of such inconsistency, whereas the part not concerned by such inconsistency shall remain in full force and effect.

9.2Confidentiality

The provisions of clause 22.12 of the Agreement shall apply to this Amendment No.9 as if set out in full herein mutatis mutandis.

9.3Law and Jurisdiction

This Amendment No.9 shall be governed by and construed in accordance with the laws of England.

Any dispute arising out of or in connection with this Amendment No.9, including but not limited to its existence, validity, interpretation, implementation, breach, termination and/or enforcement, shall be within the exclusive jurisdiction of the Courts of England.

9.4Contracts (Rights of Third Parties) Act 1999

The Parties do not intend that any term of this Amendment No.9 shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to this Amendment No.9.

9.5Severability

In the event that any provision of this Amendment No.9 should for any reason be held ineffective, the remainder of this Amendment No.9 shall remain in full force and effect. To the extent permitted by applicable law, each Party hereto waives any provision of law, which renders any provision of this Amendment No.9 prohibited or unenforceable in any respect.

9.6Counterparts

This Amendment No.9 may be executed by the Parties in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. Delivery of an executed counterpart of this Amendment No.9 or any other document by email will be deemed as effective as delivery of an originally executed version. Any Party delivering an executed version of this Letter Agreement or other document by email shall also deliver an originally executed counterpart but the failure to do so will not affect the validity or effectiveness of this Letter Agreement or such document. The Parties hereto acknowledge and agree that this Letter Agreement may be executed electronically by all Parties hereto through digital signatures certified by the Brazilian IT Authority (ICP- Brasil) and that such digital signatures shall be as legal and binding as manually executed, wet ink original signatures of the respective Parties.

9.7Assignment

Notwithstanding any other provision of this Amendment No.9, this Amendment No.9 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this paragraph will be void and of no force or effect.

9.8Clauses 22.2 (Notices) and 22.3 (Waiver) of the Agreement shall be incorporated by reference into this Amendment No.9 as if the same were set out in full herein mutatis mutandis.

IN WITNESS WHEREOF this Amendment No.9 was entered into the day and year first above written.

Agreed and accepted<br><br><br><br>For and on behalf of<br>AZUL FINANCE LLC<br><br><br><br>/s/ Rene Santiago dos Santos<br><br>Name: Rene Santiago dos Santos<br><br>Title: Attorney in Fact	Agreed and accepted<br><br><br><br>For and on behalf of<br>AIRBUS S.A.S.<br><br><br><br>/s/ Benoît de Saint-Exupéry<br><br>Name: Benoît de Saint-Exupéry<br><br>Title: Executive Vice President, Contracts

AZUL LINHAS AEREAS BRASILEIRAS S.A. (“Azul Linhas”) hereby consents to the amendments to the Agreement contained herein and acknowledges that the Guarantee and Indemnity dated 24 October 2014 (as amended and supplemented from time to time) (the “Guarantee and Indemnity”) from Azul Linhas in favour of the Seller remains in full force and effect notwithstanding such amendments and that the terms and conditions of the Guarantee and Indemnity shall be deemed to apply in respect of the Incremental A321XLR Aircraft as of the date of signature hereof.

For and on behalf of

AZUL LINHAS AEREAS BRASILEIRAS S.A.

/s/ Rene Santiago dos Santos

Name: Rene Santiago dos Santos

Title: Attorney in Fact

EXHIBIT A TO AMENDMENT No.9

Exhibit A to the Agreement is hereby deleted in its entirety and replaced by the following quoted text:

QUOTE

EXHIBIT A

SPECIFICATION

The Standard Specifications are contained in a separate folder.

Appendix 1 to Exhibit A: List of baseline SCNs for [***]

Appendix 2 to Exhibit A: List of baseline SCNs for [***]

Appendix 3 to Exhibit A: List of baseline SCNs for A321XLR Aircraft

EXHIBIT A TO AMENDMENT No.9

APPENDIX 1

[***]

EXHIBIT A TO AMENDMENT No.9

APPENDIX 2

[***]

EXHIBIT A TO AMENDMENT No.9

APPENDIX 3

[***]

UNQUOTE

EXHIBIT B TO AMENDMENT No.9

With respect to [***] only, the Airframe Price Revision Formula contained in Part 1 of Exhibit C of the Agreement is hereby deleted in its entirery and replaced by the following quoted text:

QUOTE

[***]

UNQUOTE

EXHIBIT C TO AMENDMENT No.9

The Propulsion Systems Price Revision Formulae contained in Part 2 of Exhibit C of the Agreement are hereby deleted in their entirery and replaced by the following quoted text:

QUOTE

[***]

UNQUOTE

Document

Exhibit 4.7

AMENDMENT N°10

TO THE

A320 NEO PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S. as “Seller”

AND

AZUL FINANCE LLC as “Buyer”

This amendment N°10 (hereinafter referred to as the “Amendment N°10”) is entered into on June 20, 2023, between:

The Buyer and the Seller being together the “Parties” and each a “Party”.

WHEREAS

B. The Buyer and the Seller entered into an amendment N°1 (the “Amendment N°1”) to the Agreement dated December 21,2015, pursuant to which the Seller agreed to reschedule certain Predelivery Payments as set forth in such Amendment N°1.

C. The Buyer and the Seller entered into amendment N°2 and amendment N°4 (respectively the “Amendment N°2” and the “Amendment N°4”) to the Agreement dated July 20, 2018 and December 26, 2019 respectively, pursuant to which the Buyer and the Seller agreed to terminate the Agreement insofar as it relates to the Terminated Aircraft (as defined therein) in order to assist the Buyer in its financing of the Predelivery Payments relating to such Terminated Aircraft.

D. The Buyer and the Seller entered into amendment N°3 and amendment N°5 (respectively the “Amendment N°3” and the “Amendment N°5”) to the Agreement dated July 20, 2018 and December 26, 2019 respectively, pursuant to which the Buyer and the Seller agreed that the Buyer shall have the right to reinstate such Relevant Aircraft (as defined therein) into the Agreement in accordance with, and subject to the terms and conditions of, the Call Option Agreement (as such term is defined in Amendment N°2), the Amendment N°3 and the Amendment N°5.

E. The Buyer and the Seller entered into amendment N°6 (the “Amendment N°6”) to the Agreement dated August 28, 2020 to amend certain terms of the Agreement relative to the Relevant Aircraft.

G. The Buyer and the Seller entered into amendment N°8 (the “Amendment N°8”) to the Agreement dated October 28, 2021 to reschedule the delivery period of [***].

H. The Buyer and the Seller entered into amendment N°9 (the “Amendment N°9”) to the Agreement dated July 21st 2022 covering (a) the conversion of [***] into [***] type aircraft, (b) the conversion of [***] into [***] type aircraft and (c) the purchase by the Buyer and the sale by the Seller of [***] A321-200NY aircraft.

I. The Buyer and the Seller now wish to enter into this amendment N°10 to the Agreement to reschedule the delivery period of several Aircraft.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1.DEFINITIONS

1.1Capitalised terms used herein (including the recitals) and not otherwise expressly defined in this Amendment N°10 shall have the meanings assigned thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°10.

1.2The provisions of clauses 0.2 and 0.3 of the Agreement shall be incorporated by reference to this Amendment N°10, as if the same were set out in full herein mutatis mutandis.

1.3The Parties agree that the definition of A330 Agreement, as defined in the Amendment N°9 to the Agreement, shall be deleted in its entirety and replaced by the following quoted text:

QUOTE

A330 Agreement means the purchase agreement dated as of 28 October 2022 reference CT2109319 entered into by the Buyer and the Seller (together with its Exhibits, Appendices and Letter Agreements, and as amended and supplemented from time to time) which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the A330neo aircraft.

UNQUOTE

1.4The Parties agree that the definition of Incremental Aircraft, as defined in the Amendment N°9 to the Agreement, shall be deleted in its entirety and replaced by the following quoted text:

QUOTE

Incremental Aircraft means individually or collectively the [***] (as defined in Amendment N°2 to the A330 Agreement) and the [***] to be delivered under the Agreement.

UNQUOTE

1.5The Parties agree that the definition of Relevant Aircraft, as defined in the Amendment N°3 to the Agreement, shall be deleted in its entirety and replaced by the following quoted text:

QUOTE

Relevant Aircraft means, as the context may require, any or all of the following aircraft in respect of which the Agreement was terminated pursuant to Amendment N°2 (with the below scheduled delivery months, as may be amended pursuant to the [***] Purchase Agreement, subject to the terms of the Call Option Agreement):

Aircraft Rank Number	CAC ID	NEO Aircraft Type	Scheduled Delivery Period
[***]	[***]	[***]	[***]

UNQUOTE

1.6The Parties hereby agree that the definition of Other Agreement, as defined in the Agreement, shall be deleted in its entirety and replaced by the following quoted text:

QUOTE

Other Agreement means any agreement (including, without limitation, any guarantee) entered into between the (i) Buyer and/or any of its Affiliates and (ii) the Seller and/or any of its Affiliates (other than the Agreement).

UNQUOTE

1.7The Parties hereby agree that the following definition shall be added to the Agreement:

2024 Terminated Aircraft means individually or collectively the [***], which were terminated under the Agreement as per the provisions of Amendment N°2.

Affected Incremental A330 means any Incremental A330 (as such term is defined in Amendment N°2 to the A330 Agreement) which is subject to an Incremental Adjustment Event.

Incremental Adjustment Base means [***].

Incremental Adjustment Date means, in respect of an Incremental Adjustment Event, the date of such event.

Incremental Adjustment Event means [***].

2.CALL OPTION CANCELLATION

2.1Concurrently with this Amendment N°10, (A) the Seller and [***] have agreed pursuant to an amendment to the [***] Purchase Agreement, and (B) the Seller, the Buyer and [***] have agreed pursuant to an amendment to the Call Option Agreement 1 (as defined in Amendment N°6), in each case to cancel the Call Option (as defined in the Call Option Agreement 1) in respect of [***]. Consequently, [***] (the “Call Option Cancellation”).

2.2In consideration of the Call Option Cancellation, the Parties hereby agree that Clause 2 of Letter Agreement N°8 to the Agreement, as amended by Clause 7 of Amendment N°6, shall be deleted in its entirety. For the sole purpose of Clause 6.2 of Amendment N°6 [***].

2.3The Buyer agrees that [***]. The Buyer further agrees to [***].

2.4[***]

2.5[***]

3.RESCHEDULING

3.1The Parties hereby agree to modify the Schedule Delivery Period (the “Original Scheduled Delivery Period”, as set out below) of the Aircraft bearing rank number [***] (individually and collectively the “2025 Rescheduled Aircraft”) from their respective original Scheduled Delivery Period (the “Original Scheduled Delivery Period”) to their respective revised Scheduled Delivery Period (the “Revised Scheduled Delivery Period”), as set out below (the “2025 Rescheduling”).

Aircraft rank	Original Scheduled Delivery Period	Revised Scheduled Delivery Period	NEO Aircraft Type
[***]	[***]	[***]	[***]

3.2In respect of each 2025 Rescheduled Aircraft, the Predelivery Payment reference price and the Predelivery Payment schedule shall be adjusted pursuant to Clauses 5.3.1 and 5.3.2 of the Agreement respectively, to reflect the Revised Scheduled Delivery Period. [***]

3.3Upon execution of this Amendment N°10, the Buyer shall promptly inform the Propulsion Systems Manufacturer and the BFE suppliers about the 2025 Rescheduling.

4.DELIVERY SCHEDULE

4.1As a consequence of the 2025 Rescheduling, Clause 9.1.1 of the Agreement shall be deleted in its entirety and replaced with the following quoted provisions:

QUOTE

9.1.1 Subject to Clauses 2, 7, 8, 10 and 18, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location within the following scheduled delivery periods:

NEO Aircraft Rank N°	Scheduled Delivery Period	NEO Aircraft Type
[***]	[***]	[***]

The Seller shall notify, no later than [***], the scheduled delivery month of such Aircraft within the aforementioned scheduled delivery quarter. Each of such months shall be, with respect to the corresponding Aircraft, the “Scheduled Delivery Month”. Until such notification and unless expressly mentioned otherwise, and for the purposes of this Agreement, including specifically Clause 5 hereof, the second month of such scheduled delivery quarter shall be deemed to be the Scheduled Delivery Month of such Aircraft.

UNQUOTE

5.SPECIAL CONSIDERATION FOR THE 2025 RESCHEDULED AIRCRAFT

5.1[***]

(i) [***]

(ii) [***]

[***]

5.2[***]

5.3[***]

(a)[***]

(b)[***]

6.LAW AND JURISDICTION

The Parties hereby agree that Clause 22.4 of the Agreement is deleted in its entirety and replaced by the following quoted text:

QUOTE

22.4 Law and Jurisdiction

[***]

UNQUOTE

7.MISCELLANEOUS PROVISIONS

7.1Effect of the Amendment

The Agreement will be deemed amended to the extent provided herein and all its provisions, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment N°10 supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment N°10 provided that this Amendment N°10 does not modify the Agreement in respect of any “Aircraft” that are subject to a predelivery payment financing facility.

Both Parties agree that this Amendment N°10 will constitute an integral, non-severable part of the Agreement and shall be governed by its provisions, except that if the Agreement and this Amendment N°10 have specific provisions that are inconsistent, the specific provisions contained in this Amendment N°10 shall govern.

In the event of any inconsistency between the terms and conditions of the Agreement, its Exhibits and letter agreements and this Amendment N ‘10, this Amendment N’ 10 shall prevail to the extent of such inconsistency, whereas the part not concerned by such inconsistency shall remain in full force and effect.

7.2Confidentiality

The provisions of clause 22.12 of the Agreement shall apply to this Amendment N 10 as if set out in full herein mutatis mutandis.

7.3Law and Jurisdiction

This Amendment N°10 shall be governed by and construed in accordance with the laws of England.

The provisions of Clause 22.4.2 of the Agreement (as amended by this Amendment N°10) shall apply to this Amendment NMO as if set out in full herein mutatis mutandis.

7.4Contracts (Rights of Third Parties) Act 1999

The Parties do not intend that any term of this Amendment N°10 shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to this Amendment N°10.

7.5Severability

In the event that any provision of this Amendment N°10 should for any reason be held ineffective, the remainder of this Amendment N°10 shall remain in full force and effect. To the extent permitted by applicable law, each Party hereto waives any provision of law, which renders any provision of this Amendment N°10 prohibited or unenforceable in any respect.

7.6Counterparts

This Amendment N°10 may be executed by the Parties in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. Delivery of an executed counterpart of this Amendment N°10 or any other document by email will be deemed as effective as delivery of an originally executed version. Any Party delivering an executed version of this Amendment N°10 or other document by email shall also deliver an originally executed counterpart but the failure to do so will not affect the validity or effectiveness of this Amendment N°10 or such document. The Parties hereto acknowledge and agree that this Amendment N°10 may be executed electronically by all Parties hereto through digital signatures certified by the Brazilian IT Authority (ICP-Brasil) and that such digital signatures shall be as legal and binding as manually executed, wet ink original signatures of the respective Parties.

7.7Assignment

7.8Notwithstanding any other provision of this Amendment N°10, this Amendment N°10 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this paragraph will be void and of no force or effect.

7.9Clauses 22.2 (Notices) and 22.3 (Waiver) of the Agreement shall be incorporated by reference into this Amendment N°10 as if the same were set out in full herein mutatis mutandis.

IN WITNESS WHEREOF this Amendment N°10 was entered into the day and year first above written.

Agreed and accepted<br><br><br><br>For and on behalf of<br>AZUL FINANCE LLC<br><br><br><br>/s/ Alexandre Malfitani<br><br>Name: Alexandre Malfitani<br><br>Title: Chief Financial Officer	Agreed and accepted<br><br><br><br>For and on behalf of<br>AIRBUS S.A.S.<br><br><br><br>/s/ Benoît de Saint-Exupéry<br><br>Name: Benoît de Saint-Exupéry<br><br>Title: Executive Vice President, Contracts

In the presence of the following two (2) witnesses:

Witness:<br><br><br><br>/s/ Yohan Closs<br><br>Name: Yohan Closs<br><br>ID: [***]	Witness:<br><br><br><br>/s/ Michel Clanet<br><br>Name: Michel Clanet<br><br>ID: [***]

For and on behalf of

AZUL LINHAS AEREAS BRASILEIRAS S.A.

/s/ Alexandre Malfitani

Name: Alexandre Malfitani

Title: Chief Financial Officer

Document

Exhibit 4.8

AMENDMENT N°11

TO THE

A320 NEO PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.
as “Seller”

AND

AZUL FINANCE LLC as “Buyer”

This amendment N°11 (hereinafter referred to as the “Amendment N°11”) is entered into on May 24, 2024, between:

The Buyer and the Seller being together the “Parties” and each a “Party”.

WHEREAS

B. The Buyer and the Seller entered into an amendment N°1 (the “Amendment N°1”) to the Agreement dated December 21, 2015, pursuant to which the Seller agreed to reschedule certain Predelivery Payments as set forth in such Amendment N°1.

C. The Buyer and the Seller entered into amendment N°2 and amendment N°4 (respectively the “Amendment N°2” and the “Amendment N°4”) to the Agreement dated July 20, 2018 and December 26, 2019 respectively, pursuant to which the Buyer and the Seller agreed to terminate the Agreement insofar as it relates to the Terminated Aircraft (as defined therein) in order to assist the Buyer in its financing of the Predelivery Payments relating to such Terminated Aircraft.

D. The Buyer and the Seller entered into amendment N°3 and amendment N°5 (respectively the “Amendment N°3” and the “Amendment N°5”) to the Agreement dated July 20, 2018 and December 26, 2019 respectively, pursuant to which the Buyer and the Seller agreed that the Buyer shall have the right to reinstate such Relevant Aircraft (as defined therein) into the Agreement in accordance with, and subject to the terms and conditions of, the Call Option Agreement (as such term is defined in Amendment N°2), the Amendment N°3 and the Amendment N°5.

E. The Buyer and the Seller entered into amendment N°6 (the “Amendment N°6”) to the Agreement dated August 28, 2020 to amend certain terms of the Agreement relative to the Relevant Aircraft.

G. The Buyer and the Seller entered into amendment N°8 (the “Amendment N°8”) to the Agreement dated October 28, 2021 to reschedule the delivery period of [***].

I. The Buyer and the Seller entered into an amendment N°10 (the “Amendment N°10”) to the Agreement to reschedule the delivery period of several Aircraft and cancel the call option in respect of [***] aircraft.

J. The Buyer and the Seller now wish to enter into this Amendment N°11 in order to reschedule Aircraft rank [***].

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. DEFINITIONS

1.1 Capitalised terms used herein (including the recitals) and not otherwise expressly defined in this Amendment N°11 shall have the meanings assigned thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°11.

1.2 The provisions of clauses 0.2 and 0.3 of the Agreement shall be incorporated by reference to this Amendment N°11, as if the same were set out in full herein mutatis mutandis.

2. 2026 RESCHEDULING

2.1 The Parties hereby agree to modify the Schedule Delivery Period of the NEO Aircraft listed below (individually and collectively the “2026 Rescheduled Aircraft”) from their respective original Scheduled Delivery Period (the “Original Scheduled Delivery Period”) to their respective revised Scheduled Delivery Period (the “Revised Scheduled Delivery Period”), as set out below (the “2026 Rescheduling”).

Rank	Original Scheduled <br>Delivery Period	Revised Scheduled <br>Delivery Period	Aircraft Type
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

2.2 In respect of each 2026 Rescheduled Aircraft, the Predelivery Payment reference price and the Predelivery Payment schedule shall be adjusted pursuant to Clauses 5.3.1 and 5.3.2 of the Agreement respectively, to reflect the Revised Scheduled Delivery Period. [***]

2.3 Upon execution of this Amendment N°11, the Buyer shall promptly inform the Propulsion Systems Manufacturer and the BFE suppliers about the 2026 Rescheduling.

3. DELIVERY SCHEDULE

3.1 As a result of the 2026 Rescheduling, Clause 9.1.1 of the Agreement shall be deleted in its entirety and replaced with the following quoted provisions:

QUOTE

9.1.1 Subject to Clauses 2, 7, 8, 10 and 18, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location within the following scheduled delivery periods:

Rank N°	Scheduled <br>Delivery Period	Aircraft Type	Aircraft Batch
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
---	---	---	---
[***]	[***]	[***]	[***]

UNQUOTE

4. MISCELLANEOUS PROVISIONS

4.1 Effect of the Amendment

The Agreement will be deemed amended to the extent provided herein and all its provisions, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment N°11 supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment N°11 provided that this Amendment N°11 does not modify the Agreement in respect of any “Aircraft” that are subject to a predelivery payment financing facility.

Both Parties agree that this Amendment N°11 will constitute an integral, non-severable part of the Agreement and shall be governed by its provisions, except that if the Agreement and this Amendment N°11 have specific provisions that are inconsistent, the specific provisions contained in this Amendment N°11 shall govern.

In the event of any inconsistency between the terms and conditions of the Agreement, its Exhibits and letter agreements and this Amendment N°11, this Amendment N°11 shall prevail to the extent of such inconsistency, whereas the part not concerned by such inconsistency shall remain in full force and effect.

4.2 Confidentiality

The provisions of clause 22.12 of the Agreement shall apply to this Amendment N°11 as if set out in full herein mutatis mutandis.

4.3 Law and Jurisdiction

This Amendment N°11 shall be governed by and construed in accordance with the laws of England.

The provisions of Clause 22.4.2 of the Agreement (as amended by this Amendment N°11) shall apply to this Amendment N°11 as if set out in full herein mutatis mutandis.

4.4 Contracts (Rights of Third Parties) Act 1999

The Parties do not intend that any term of this Amendment N°11 shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to this Amendment N°11.

4.5 Severability

In the event that any provision of this Amendment N°11 should for any reason be held ineffective, the remainder of this Amendment N°11 shall remain in full force and effect. To the extent permitted by applicable law, each Party hereto waives any provision of law, which renders any provision of this Amendment N°11 prohibited or unenforceable in any respect.

4.6 Counterparts

This Amendment N°11 may be executed by the Parties in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. Delivery of an executed counterpart of this Amendment N°11 or any other document by email will be deemed as effective as delivery of an originally executed version. Any Party delivering an executed version of this Amendment N°11 or other document by email shall also deliver an originally executed counterpart but the failure to do so will not affect the validity or effectiveness of this Amendment N°11 or such document. The Parties hereto acknowledge and agree that this Amendment N°11 may be executed electronically by all Parties hereto through digital signatures certified by the Brazilian IT Authority (ICP-Brasil) and that such digital signatures shall be as legal and binding as manually executed, wet ink original signatures of the respective Parties.

4.7 Assignment

Notwithstanding any other provision of this Amendment N°11, this Amendment N°11 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this paragraph will be void and of no force or effect.

4.8 Clauses 22.2 (Notices) and 22.3 (Waiver) of the Agreement shall be incorporated by reference into this Amendment N°11 as if the same were set out in full herein mutatis mutandis.

IN WITNESS WHEREOF this Amendment N°11 was entered into the day and year first above written.

Agreed and accepted<br><br><br><br>For and on behalf of<br>AZUL FINANCE LLC<br><br><br><br>/s/ John Peter Rodgerson<br><br>Name: John Peter Rodgerson<br><br>Title:	Agreed and accepted<br><br><br><br>For and on behalf of<br>AIRBUS S.A.S.<br><br><br><br>/s/ Paul Meijers<br><br>Name: Paul Meijers<br><br>Title: Executive Vice President, Commercial Transactions

In the presence of the following two (2) witnesses:

Witness:<br><br><br><br>/s/ Raphael Linares<br><br>Name: Raphael Linares<br><br>ID: [***]	Witness:<br><br><br><br>/s/ Andre Prebianchi<br><br>Name: Andre Prebianchi<br><br>ID: [***]

For and on behalf of

AZUL LINHAS AEREAS BRASILEIRAS S.A.

/s/ Abhi Manoj Shah

Name: Abhi Manoj Shah

Title:

Document

Exhibit 4.9

AMENDMENT N°12

TO THE

A320 NEO PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S. as “Seller”

AND

AZUL FINANCE LLC as “Buyer”

This amendment N°12 (hereinafter referred to as the “Amendment N°12”) is entered into on October 9, 2024, between:

The Buyer and the Seller being together the “Parties” and each a “Party”.

WHEREAS

B. The Buyer and the Seller entered into an amendment N°1 (the “Amendment N°1”) to the Agreement dated December 21, 2015, pursuant to which the Seller agreed to reschedule certain Predelivery Payments as set forth in such Amendment N°1.

C. The Buyer and the Seller entered into amendment N°2 and amendment N°4 (respectively the “Amendment N°2” and the “Amendment N°4”) to the Agreement dated July 20, 2018 and December 26, 2019 respectively, pursuant to which the Buyer and the Seller agreed to terminate the Agreement insofar as it relates to the Terminated Aircraft (as defined therein) in order to assist the Buyer in its financing of the Predelivery Payments relating to such Terminated Aircraft.

D. The Buyer and the Seller entered into amendment N°3 and amendment N°5 (respectively the “Amendment N°3” and the “Amendment N°5”) to the Agreement dated July 20, 2018 and December 26, 2019 respectively, pursuant to which the Buyer and the Seller agreed that the Buyer shall have the right to reinstate such Relevant Aircraft (as defined therein) into the Agreement in accordance with, and subject to the terms and conditions of, the Call Option Agreement (as such term is defined in Amendment N°2), the Amendment N°3 and the Amendment N°5.

E. The Buyer and the Seller entered into amendment N°6 (the “Amendment N°6”) to the Agreement dated August 28, 2020 to amend certain terms of the Agreement relative to the Relevant Aircraft.

G. The Buyer and the Seller entered into amendment N°8 (the “Amendment N°8”) to the Agreement dated October 28, 2021 to reschedule the delivery period of [***].

I. The Buyer and the Seller entered into an amendment N°10 (the “Amendment N°10”) to the Agreement dated June 20th 2023 to reschedule the delivery period of several Aircraft and cancel the call option in respect of [***] aircraft.

J. The Buyer and the Seller entered into an amendment N°11 (the “Amendment N°11”) to the Agreement dated May 24th 2024 to reschedule the delivery period of Aircraft [***].

K. The Buyer and the Seller now wish to enter into this Amendment N°12 in order to modify several terms and conditions of the Agreement.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

TABLE OF CONTENTS

2. 2024 RESCHEDULING 7

3. AIRCRAFT DEFINITION 9

4. DELIVERY SCHEDULE 10

5. PRICING 12

6. COMPLIANCE, SANCTIONS AND EXPORT CONTROL 14

7. NOTICES 17

8. MISCELLANEOUS PROVISIONS 18

1.DEFINITIONS

1.1Capitalised terms used herein (including the recitals) and not otherwise expressly defined in this Amendment N°12 shall have the meanings assigned thereto in the Agreement. The terms “herein”, “hereof’ and “hereunder” and words of similar import refer to this Amendment N°12.

1.2The provisions of clauses 0.2 and 0.3 of the Agreement shall be incorporated by reference to this Amendment N°12, as if the same were set out in full herein mutatis mutandis.

1.3The parties hereby agree to either insert in alphabetical order or amend and restate, as the case may be, the following definitions in Clause 0.1 of the Agreement:

“A320 NEO Standard Specification” means the A320-200N standard specification document Number [***] Issue [***], dated [***], a copy of which the Buyer acknowledges having received on or before the date of this Agreement.

“A321 NEO Standard Specification” means the A321-200NX standard specification document Number [***], Issue [***], dated [***], a copy of which the Buyer acknowledges having received on or before the date of this Agreement.

“A321XLR Standard Specification” means the A321-200NY standard specification document [***], Issue [***], [***], dated [***], a copy of which the Buyer acknowledges having received on or before the date of this Agreement.”

Backlog NEO Aircraft means individually or collectively Aircraft [***].

Backlog A320 NEO Aircraft means any Backlog NEO Aircraft of the A320-200N type.

Backlog A321 NEO Aircraft means any Backlog NEO Aircraft of the A321-200NX type.

2.2024 RESCHEDULING

2.1The Parties hereby agree to modify the Schedule Delivery Period (the “Original Scheduled Delivery Period”, as set out below) of the NEO Aircraft listed below (individually and collectively the “2024 Rescheduled Aircraft”) from their respective original Scheduled Delivery Period (the “Original Scheduled Delivery Period”) to their respective revised Scheduled Delivery Period (the “Revised Scheduled Delivery Period”), as set out below (the “2024 Rescheduling”).

Rank N°	Original Scheduled <br>Delivery Period	Revised Scheduled <br>Delivery Period	Aircraft Type
[***]	[***]	[***]	[***]

2.2In respect of each 2024 Rescheduled Aircraft, the Predelivery Payment reference price and the Predelivery Payment schedule shall be adjusted pursuant to Clauses 5.3.1 and 5.3.2 of the Agreement respectively, to reflect the Revised Scheduled Delivery Period.

[***]

2.3[***]

2.4Upon execution of this Amendment N°12, the Buyer shall promptly inform the Propulsion Systems Manufacturer and the BFE suppliers about the 2024 Rescheduling.

2.5In consideration of the Seller entering into this Agreement, including the 2024 Rescheduling, the Buyer hereby [***]. [***]

3.AIRCRAFT DEFINITION

3.1Appendix 3 to Exhibit A to the Agreement (SCN list applicable to the A321XLR Aircraft), as amended in Amendment No.9, shall be deleted in its entirety and replaced by the Appendix 3 to Exhibit A attached to this Amendment No.12.

3.2Clause 2.3 of the Agreement, as amended and restated by the Amendment No.9 to the Agreement, shall be deleted in its entirety and replaced by the following quoted text.

QUOTE

2.3 Propulsion Systems

	CFM	IAE LLC
A320 NEO Aircraft	[***]	[***]
A321 NEO Aircraft	[***]	[***]
---	---	---
A321XLR Aircraft	[***]	[***]

* AET means Airbus Equivalent Thrust

In respect of Backlog NEO Aircraft, the Buyer has selected [***].

For the sole purpose of Clause 5.3.1 of the Agreement, it shall be assumed that the Buyer has selected [***].

The Buyer shall be responsible for entering into direct discussions with the Propulsion Systems Manufacturer with respect to support services and commercial terms relating to the Propulsion Systems.

UNQUOTE

4.DELIVERY SCHEDULE

4.1As a result of the 2024 Rescheduling, Clause 9.1.1 of the Agreement shall be deleted in its entirety and replaced with the following quoted provisions:

QUOTE

9.1.1 Subject to Clauses 2, 7, 8, 10 and 18, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location within the following scheduled delivery periods:

Rank N°	Scheduled <br>Delivery Period	Aircraft <br>Type	Aircraft Batch
[***]	[***]	[***]	[***]

UNQUOTE

5.PRICING

5.1Airframe Base Price

Clause 3.1 of the Agreement, as amended by Amendment No.9, is hereby deleted in its entirety and replaced by the following quoted text:

QUOTE

[***]

UNQUOTE

6.COMPLIANCE, SANCTIONS AND EXPORT CONTROL

For the purpose of this Clause 6, any reference to an “Affiliate” shall be deemed to include the directors, officers, agents, employees, representatives and subcontractors of such Affiliate.

6.1[***]

6.2[***]

6.3[***]

6.4Buyer’s Account for Payments by Buyer

The Buyer shall pay the Predelivery Payments, the Balance of the Final Price and any other amount owed by the Buyer to the Seller hereunder from the following Buyer’s account (the “Buyer’s Account”):

Beneficiary Name: AZUL FINANCE LLC<br><br>Account identification: [*]<br><br>with: []<br><br>SWIFT: [**]<br><br>IBAN:<br><br>ABA:<br><br>Full address of bank:

7.NOTICES

7.1The Parties agree to delete Clause 22.2 of the Agreement in its entirety and replace it by the following quoted text:

QUOTE

22.2 Notices

22.2.1 Any notice or request to be made under or in connection with this Agreement (a “Notice”) shall be in the English language, in writing and signed and shall be given:

a) by personal delivery; or

b) by way of an international express courier; or

c) by email.

22.2.2 Any Notice given by a Party to the other Party shall only be effective:

(i) if by personal delivery, when it has been delivered to the relevant address set out below;

(ii) if by way of international express courier, at the time and on the date such Notice has been recorded by the international express courier company as having been delivered to the relevant address set out below; or

(iii) if by e-mail, when receipt has been confirmed by the receiver party or by an email delivery receipt.

22.2.3 If any Notice is delivered in accordance with Clause 22.2.2 b) above:

•after 5:00 pm (local time) to the relevant address; or

•on a non-Business Day,

such Notice shall be deemed to become effective only on the following Business Day.

22.2.4 The address and email address of each Party for any Notice to be given under or in connection with this Agreement are:

•in the case of the Seller:

AIRBUS

2 Rond-Point Emile Dewoitine

31707 Blagnac

France

Email: vp.contracts@airbus.com

Fax: +33561931578

Attention: E.V.P. Commercial Transactions

•in the case of the Buyer:

AZUL FINANCE LLC.

c/o AZUL LINHAS AEREAS BRASILEIRAS S.A.

Avenida Marcos Penteado de Ulhoa Rodrigues, 939

Castello Branco Office Park

9th Floor, Barueri

Sao Paulo 06460-040

Brazil

Attention:

Aircraft Programs Manager

aircraftprograms@voeazul.com.br

or such other address or such other person as the party receiving the notice or request may reasonably designate from time to time.

UNQUOTE

8.MISCELLANEOUS PROVISIONS

8.1Effect of the Amendment

The Agreement will be deemed amended to the extent provided herein and all its provisions, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment N°12 supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment N°12 provided that this Amendment N°12 does not modify the Agreement in respect of any “Aircraft” that are subject to a predelivery payment financing facility.

Both Parties agree that this Amendment N°12 will constitute an integral, non-severable part of the Agreement and shall be governed by its provisions, except that if the Agreement and this Amendment N°12 have specific provisions that are inconsistent, the specific provisions contained in this Amendment N°12 shall govern.

In the event of any inconsistency between the terms and conditions of the Agreement, its Exhibits and letter agreements and this Amendment N°12, this Amendment N°12 shall prevail to the extent of such inconsistency, whereas the part not concerned by such inconsistency shall remain in full force and effect.

8.2Confidentiality

The provisions of clause 22.12 of the Agreement shall apply to this Amendment N°12 as if set out in full herein mutatis mutandis.

8.3Law and Jurisdiction

This Amendment N°12 shall be governed by and construed in accordance with the laws of England.

The provisions of Clause 22.4.2 of the Agreement (as amended by this Amendment N°12) shall apply to this Amendment N°12 as if set out in full herein mutatis mutandis.

8.4Contracts (Rights of Third Parties) Act 1999

The Parties do not intend that any term of this Amendment N°12 shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to this Amendment N°12.

8.5Severability

In the event that any provision of this Amendment N°12 should for any reason be held ineffective, the remainder of this Amendment N°12 shall remain in full force and effect. To the extent permitted by applicable law, each Party hereto waives any provision of law, which renders any provision of this Amendment N°12 prohibited or unenforceable in any respect.

8.6Counterparts

This Amendment N°12 may be executed by the Parties in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. Delivery of an executed counterpart of this Amendment N°12 or any other document by email will be deemed as effective as delivery of an originally executed version. Any Party delivering an executed version of this Amendment N°12 or other document by email shall also deliver an originally executed counterpart but the failure to do so will not affect the validity or effectiveness of this Amendment N°12 or such document. The Parties hereto acknowledge and agree that this Amendment N°12 may be executed electronically by all Parties hereto through digital signatures certified by the Brazilian IT Authority (ICP-Brasil) and that such digital signatures shall be as legal and binding as manually executed, wet ink original signatures of the respective Parties.

8.7Assignment

Notwithstanding any other provision of this Amendment N°12, this Amendment N°12 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this paragraph will be void and of no force or effect.

8.8Clauses 22.2 (Notices) and 22.3 (Waiver) of the Agreement shall be incorporated by reference into this Amendment N°12 as if the same were set out in full herein mutatis mutandis.

IN WITNESS WHEREOF this Amendment No.12 was entered into the day and year first above written.

Agreed and accepted<br><br><br><br>For and on behalf of<br>AZUL FINANCE LLC<br><br><br><br>/s/ John Peter Rodgerson<br><br>Name: John Peter Rodgerson<br><br>Title:	Agreed and accepted<br><br><br><br>For and on behalf of<br>AIRBUS S.A.S.<br><br><br><br>/s/ Paul Meijers<br><br>Name: Paul Meijers<br><br>Title: EVP, Commercial Transactions

In the presence of the following two (2) witnesses:

Witness:<br><br><br><br>/s/ Raphael Linares<br><br>Name: Raphael Linares<br><br>ID: [***]	Witness:<br><br><br><br>/s/ Andre Prebianchi<br><br>Name: Andre Prebianchi<br><br>ID: [***]

For and on behalf of

AZUL LINHAS AEREAS BRASILEIRAS S.A.

/s/ Abhi Manoj Shah

Name: Abhi Manoj Shah

Title:

EXHIBIT A TO THE AGREEMENT

EXHIBIT A

SPECIFICATION

The Standard Specifications are contained in a separate folder.

Appendix 1 to Exhibit A: List of baseline SCNs for A320 NEO Aircraft

Appendix 2 to Exhibit A: List of baseline SCNs for A321 NEO Aircraft

Appendix 3 to Exhibit A: List of baseline SCNs for A321XLR Aircraft

EXHIBIT A TO THE AGREEMENT

APPENDIX 1

[***]

EXHIBIT A TO THE AGREEMENT

APPENDIX 2

[***]

EXHIBIT A TO THE AGREEMENT

APPENDIX 3

[***]

Document

Exhibit 4.10

AMENDMENT N°13

TO THE

A320 NEO PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S. as “Seller”

AND

AZUL FINANCE LLC as “Buyer”

This amendment No.13 (hereinafter referred to as the “Amendment No.13”) is entered into on May 7, 2025, between:

1.AIRBUS S.A.S., a société par actions simplifiée, a company duly created and existing under French law, having its registered office at 2 rond-point Emile Dewoitine, 31700 Blagnac, France (the “Seller”); and

2.AZUL FINANCE LLC, a company incorporated and existing under the laws of the State of Delaware having its registered office in Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 (the “Buyer”).

The Buyer and the Seller being together the “Parties” and each a “Party”.

WHEREAS

A.The Buyer and the Seller entered into an A320 NEO Purchase Agreement dated October 24, 2014 (the “Purchase Agreement”) for the sale by the Seller and the purchase by the Buyer of thirty-five (35) NEO Aircraft comprising twenty five (25) A320 NEO Aircraft and ten (10) A321 NEO Aircraft (together with its Exhibits, Appendices and Letter Agreements and as amended and supplemented from time to time, the “Agreement”);

E.The Buyer and the Seller entered into amendment N°6 (the “Amendment N°6”) to the Agreement dated August 28, 2020 to amend certain terms of the Agreement relative to the Relevant Aircraft.

F.The Buyer and the Seller entered into amendment N°7 (the “Amendment N°7”) to the Agreement dated April 30, 2021 to advance certain portions of the A330 FHS Goods & Services Credit Memorandum.

G.The Buyer and the Seller entered into amendment N°8 (the “Amendment N°8”) to the Agreement dated October 28, 2021 to reschedule the delivery period of [***].

H.The Buyer and the Seller entered into amendment N°9 (the “Amendment N°9”) to the Agreement dated 21 July 2022 covering (a) the conversion of [***] into [***] type aircraft, (b) the conversion of [***] into [***] type aircraft and (c) the purchase by the Buyer and the sale by the Seller of [***] A321-200NY aircraft.

I.The Buyer and the Seller entered into an amendment N°10 (the “Amendment N°10”) to the Agreement dated 20 June 2023 to reschedule the delivery period of several Aircraft and cancel the call option in respect of [***] aircraft.

J.The Buyer and the Seller entered into an amendment N°11 (the “Amendment N°11”) to the Agreement dated 24 May 2024 to reschedule the delivery period of Aircraft [***].

K.The Buyer and the Seller entered into an amendment N°12 (the “Amendment N°12”) to the Agreement dated 09 October 2024 to reschedule the delivery period of several Aircraft and modify the Standard Specification of the Aircraft.

L.The Buyer and the Seller now wish to enter into this Amendment No.13 in order to reschedule the delivery period of several Aircraft (to reflect certain Excusable Delays which have occurred prior to the date of this Amendment No.13 and to give effect to the Buyer’s requested rescheduling of certain Aircraft hereunder to secure installation of BFE seats as per BFE suppliers’ capabilities), and to [***].

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

TABLE OF CONTENTS

1. DEFINITIONS	5
2. MAY 2025 RESCHEDULING	5
3. DELIVERY SCHEDULE	6
4. [***]	6
5. PRICE REVISION PROTECTION	6
6. MISCELLANEOUS PROVISIONS	6

1.DEFINITIONS

1.1Capitalised terms used herein (including the recitals) and not otherwise expressly defined in this Amendment No.13 shall have the meanings assigned thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment No.13.

1.2The provisions of clauses 0.2 and 0.3 of the Agreement shall be incorporated by reference to this Amendment No.13, as if the same were set out in full herein mutatis mutandis.

1.3The parties hereby agree to either insert in alphabetical order or amend and restate, as the case may be, the following definitions in Clause 0.1 of the Agreement:

“A330 Agreement” has the meaning defined in Amendment No.9 to the Agreement.

“Backlog NEO Aircraft” means individually or collectively Aircraft [***].

“Backlog A320 NEO Aircraft” means any Backlog NEO Aircraft of the A320-200N type. “Backlog A321 NEO Aircraft” means any Backlog NEO Aircraft of the A321-200NX type.

2.MAY 2025 RESCHEDULING

2.1The Parties hereby agree to modify the Scheduled Delivery Period (the “Original Scheduled Delivery Period”, as set out below) of the NEO Aircraft listed below (individually and collectively the “May 2025 Rescheduled Aircraft”) from their respective original Scheduled Delivery Period to their respective revised Scheduled Delivery Period (the “Revised Scheduled Delivery Period”), as set out below (the “May 2025 Rescheduling”).

Rank N°	Original Scheduled Delivery Period	Revised Scheduled Delivery Period	Aircraft Type
[***]	[***]	[***]	[***]

2.2For the avoidance of doubt, notwithstanding the provisions of Clause 2.2 of Amendment No.12, in respect of each May 2025 Rescheduled Aircraft, the Predelivery Payment reference price and the Predelivery Payment schedule shall, subject to the remaining provisions of this Clause 2.2, be adjusted pursuant to Clauses 5.3.1 and 5.3.2 of the Agreement respectively, to reflect the Revised Scheduled Delivery Period (the “Revised Predelivery Payment Schedule”).

[***]

2.3Upon execution of this Amendment No.13, the Buyer shall promptly inform the Propulsion Systems Manufacturer and the BFE suppliers about the May 2025 Rescheduling.

2.4In consideration of the Seller entering into this Amendment No.13, including the May 2025 Rescheduling, the Buyer hereby [***]. [***]

3.DELIVERY SCHEDULE

3.1As a result of the May 2025 Rescheduling, Clause 9.1.1 of the Agreement shall be deleted in its entirety and replaced with the following quoted provisions:

QUOTE

9.1.1 Subject to Clauses 2, 7, 8, 10 and 18, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location within the following scheduled delivery periods:

Rank N°	Scheduled Delivery Period	Aircraft Type	Aircraft Batch
[***]	[***]	[***]	[***]

UNQUOTE

4.[***]

4.1[***]

(i) [***]

(ii) [***]

[***]

4.2[***]

5.PRICE REVISION PROTECTION

5.1The Parties hereby agree that Letter Agreement No.2 to the Agreement (as amended from time to time), Clause 6 of Amendment No.6 and Letter Agreement No.2 to the Amendment No.9 shall be deleted in their entirety and replaced by the Amended and Restated Letter Agreement No.2 attached to this Amendment No.13.

6.MISCELLANEOUS PROVISIONS

6.1Effect of the Amendment

The Agreement will be deemed amended to the extent provided herein and all its provisions, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment No.13 supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment No.13 provided that this Amendment No.13 does not modify the Agreement in respect of any “Aircraft” that are subject to a predelivery payment financing facility.

Both Parties agree that this Amendment No.13 will constitute an integral, non-severable part of the Agreement and shall be governed by its provisions, except that if the Agreement and this Amendment No.13 have specific provisions that are inconsistent, the specific provisions contained in this Amendment No.13 shall govern.

In the event of any inconsistency between the terms and conditions of the Agreement, its Exhibits and letter agreements and this Amendment No.13, this Amendment No.13 shall prevail to the extent of such inconsistency, whereas the part not concerned by such inconsistency shall remain in full force and effect.

6.2Confidentiality

The provisions of clause 22.12 of the Agreement shall apply to this Amendment No.13 as if set out in full herein mutatis mutandis.

6.3Law and Jurisdiction

This Amendment No.13 shall be governed by and construed in accordance with the laws of England.

The provisions of Clause 22.4.2 of the Agreement (as amended by this Amendment No.13) shall apply to this Amendment No.13 as if set out in full herein mutatis mutandis.

6.4Contracts (Rights of Third Parties) Act 1999

The Parties do not intend that any term of this Amendment No.13 shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to this Amendment No.13.

6.5Severability

In the event that any provision of this Amendment No.13 should for any reason be held ineffective, the remainder of this Amendment No.13 shall remain in full force and effect. To the extent permitted by applicable law, each Party hereto waives any provision of law, which renders any provision of this Amendment No.13 prohibited or unenforceable in any respect.

6.6Counterparts

This Amendment No.13 may be executed by the Parties in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will

together constitute one and the same instrument. Delivery of an executed counterpart of this Amendment No.13 or any other document by email will be deemed as effective as delivery of an originally executed version. Any Party delivering an executed version of this Amendment No.13 or other document by email shall also deliver an originally executed counterpart but the failure to do so will not affect the validity or effectiveness of this Amendment No.13 or such document. The Parties hereto acknowledge and agree that this Amendment No.13 may be executed electronically by all Parties hereto through digital signatures certified by the Brazilian IT Authority (ICP-Brasil) and that such digital signatures shall be as legal and binding as manually executed, wet ink original signatures of the respective Parties.

6.7Assignment

Notwithstanding any other provision of this Amendment No.13, this Amendment No.13 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this paragraph will be void and of no force or effect.

6.8Clauses 22.2 (Notices) and 22.3 (Waiver) of the Agreement shall be incorporated by reference into this Amendment No.13 as if the same were set out in full herein mutatis mutandis.

EXHIBIT A THE AGREEMENT

IN WITNESS WHEREOF, this Amendment No.13 was entered into the day and year first above written.

Agreed and accepted<br><br><br><br>For and on behalf of<br>AZUL FINANCE LLC<br><br><br><br>/s/ John Peter Rodgerson<br><br>Name: John Peter Rodgerson<br><br>Title:	Agreed and accepted<br><br><br><br>For and on behalf of<br>AIRBUS S.A.S.<br><br><br><br>/s/ Paul Meijers<br><br>Name: Paul Meijers<br><br>Title: EVP, Commercial Transactions
In the presence of the following two (2) witnesses:
Witness:<br><br><br><br>/s/ Andre Prebianchi<br><br>Name: Andre Prebianchi<br><br>Title: [***]	Witness:<br><br><br><br>/s/ John Peter Rodgerson<br><br>Name: John Peter Rodgerson<br><br>ID: [***]
AZUL LINHAS AÉREAS BRASILEIRAS S.A. (“Azul Linhas”) hereby consents to the amendments to the Agreement contained herein and acknowledges that the Guarantee and Indemnity dated 24 October 2014 (as amended and supplemented from time to time) (the “Guarantee and Indemnity”) from Azul Linhas in favour of the Seller remains in full force and effect notwithstanding such amendments and that the terms and conditions of the Guarantee and Indemnity shall be deemed to apply in respect of this Amendment No.13.
Agreed and Accepted<br>For and on behalf of<br><br>AZUL LINHAS AÉREAS BRASILEIRAS S.A.<br><br>/s/ Abhi Manoj Shah<br><br>Name: Abhi Manoj Shah<br><br>Title:

Document

Exhibit 4.11

AMENDMENT No. 14

TO THE

A320 NEO PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S. as “Seller”

A N D

AZUL FINANCE LLC

as “Buyer”

This amendment No.14 (hereinafter referred to as the “Amendment No.14”) is entered into on 19 December 2025, between:

The Buyer and the Seller being together the “Parties” and each a “Party”.

WHEREAS

A. The Buyer and the Seller entered into an A320 NEO Purchase Agreement dated October 24, 2014 for the sale by the Seller and the purchase by the Buyer of thirty-five (35) NEO Aircraft comprising twenty five (25) A320 NEO Aircraft and ten (10) A321 NEO Aircraft (together with its Exhibits, Appendices and Letter Agreements and as amended and supplemented from time to time, the “Agreement”);

B. The Buyer and the Seller entered into an amendment N°1 (the “Amendment N°1”) to the Agreement dated December 21, 2015, pursuant to which the Seller agreed to reschedule certain Predelivery Payments as set forth in such Amendment N°1.

C. The Buyer and the Seller entered into amendment N°2 and amendment N°4 (respectively the “Amendment N°2” and the “Amendment N°4”) to the Agreement dated July 20, 2018 and December 26, 2019 respectively, pursuant to which the Buyer and the Seller agreed to terminate the Agreement insofar as it relates to the Terminated Aircraft (as defined therein) in order to assist the Buyer in its financing of the Predelivery Payments relating to such Terminated Aircraft.

D. The Buyer and the Seller entered into amendment N°3 and amendment N°5 (respectively the “Amendment N°3” and the “Amendment N°5”) to the Agreement dated July 20, 2018 and December 26, 2019 respectively, pursuant to which the Buyer and the Seller agreed that the Buyer shall have the right to reinstate such Relevant Aircraft (as defined therein) into the Agreement in accordance with, and subject to the terms and conditions of, the Call Option Agreement (as such term is defined in Amendment N°2), the Amendment N°3 and the Amendment N°5.

E. The Buyer and the Seller entered into amendment N°6 (the “Amendment N°6”) to the Agreement dated August 28, 2020 to amend certain terms of the Agreement relative to the Relevant Aircraft.

G. The Buyer and the Seller entered into amendment N°8 (the “Amendment N°8”) to the Agreement dated October 28, 2021 to reschedule the delivery period of [***].

H. The Buyer and the Seller entered into amendment N°9 (the “Amendment N°9”) to the Agreement dated July 21 2022 covering (a) the conversion of [***] into [***] type aircraft, (b) the conversion of [***] into [***] type aircraft and (c) the purchase by the Buyer and the sale by the Seller of [***] A321-200NY aircraft.

I. The Buyer and the Seller entered into an amendment N°10 (the “Amendment N°10”) to the Agreement dated June 20 2023 to reschedule the delivery period of several Aircraft and cancel the call option in respect of [***] aircraft.

J. The Buyer and the Seller entered into an amendment N°11 (the “Amendment N°11”) to the Agreement dated May 24 2024, to reschedule the delivery period of Aircraft [***].

K. The Buyer and the Seller entered into an amendment N°12 (the “Amendment N°12”) to the Agreement dated October 9 2024 to reschedule the delivery period of several Aircraft and modify the Standard Specification of the Aircraft.

L. The Buyer and the Seller entered into an amendment No.13 (the “Amendment No.13”) to the Agreement dated May 7 2025 in order to reschedule the delivery period of several Aircraft (to reflect [***] which have occurred prior to the date of this Amendment No.14, and to give effect to the Buyer’s requested rescheduling of certain Aircraft hereunder to secure installation of BFE seats as per BFE suppliers’ capabilities) and to [***].

M. The Buyer and the Seller now wish to enter into an amendment No.14 (the “Amendment No.14”) to restructure the Agreement which will become effective upon the Amendment/Assumption Effective Date (as defined herein).

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

TABLE OF CONTENTS

2. ADJUSTMENT OF THE NUMBER OF AIRCRAFT PURCHASED UNDER THE AGREEMENT 6

3. RESCHEDULING 6

4. DELIVERY SCHEDULE 8

5. MISCELLANEOUS PROVISIONS 9

1.DEFINITIONS

1.1Capitalized terms used herein (including the recitals) and not otherwise expressly defined in this Amendment No.14 shall have the meanings assigned thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment No.14.

1.2The provisions of clauses 0.2 and 0.3 of the Agreement shall be incorporated by reference to this Amendment No.14, as if the same were set out in full herein mutatis mutandis.

2.ADJUSTMENT OF THE NUMBER OF AIRCRAFT PURCHASED UNDER THE AGREEMENT

2.1Subject to the terms and conditions contained herein, the Parties hereby agree to terminate the Agreement solely with respect of Aircraft [***] (the “Terminated [***] Aircraft”).

2.2[***]

2.3Upon entry into full force and effect of this Amendment N°14 upon the Amendment/Assumption Effective Date, neither Party shall have any further rights, obligations or liabilities towards each other whether in contract at law or otherwise with respect to the Terminated [***] Aircraft.

2.4[***]

2.5The Buyer shall enter into discussions directly with the Propulsion Systems Manufacturer to amend its agreement in respect of the Terminated [***] Aircraft.

2.6The Buyer agrees to indemnify and hold the Seller harmless from and against all costs, losses, expenses, penalties, damages and/or liabilities incurred by, imposed on or asserted against the Seller by the Propulsion Systems Manufacturer in any way relating to the Terminated [***] Aircraft.

3.RESCHEDULING

3.1The Parties hereby agree to modify the Scheduled Delivery Period (the “Original Scheduled Delivery Period”, as set out below) of the NEO Aircraft listed below (individually and collectively the “Nov 2025 Rescheduled Aircraft”) from their respective original Scheduled Delivery Period to their respective revised Scheduled Delivery Period (the “Revised Scheduled Delivery Period”), as set out below (the “Nov 2025 Rescheduling”).

Rank N°	Original Scheduled <br>Delivery Period	Revised Scheduled <br>Delivery Period	Aircraft Type
[***]	[***]	[***]	[***]

3.2In respect of each Nov 2025 Rescheduled Aircraft, the Predelivery Payment reference price and the Predelivery Payment schedule shall be adjusted pursuant to Clauses 5.3.1 and 5.3.2 of the Agreement respectively, to reflect the Revised Scheduled Delivery Period (the “Revised Predelivery Payment Schedule”).

[***]

3.3Upon execution of this Amendment No.14, the Buyer shall promptly inform the Propulsion Systems Manufacturer and the BFE suppliers about the Nov 2025 Rescheduling.

3.4In consideration of the Seller entering into this Amendment No.14, including the Nov 2025 Rescheduling, the Buyer hereby [***]. [***]

4.DELIVERY SCHEDULE

4.1As a result of the Nov 2025 Rescheduling, Clause 9.1.1 of the Agreement shall be deleted in its entirety and replaced with the following quoted provisions:

QUOTE

9.1.1 Subject to Clauses 2, 7, 8, 10 and 18, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location within the following scheduled delivery periods:

Rank N°	Scheduled <br>Delivery Period	Aircraft <br>Type	Aircraft Batch
[***]	[***]	[***]	[***]

UNQUOTE

5.MISCELLANEOUS PROVISIONS

5.1Effect of the Amendment

The Agreement will be deemed amended to the extent provided herein and all its provisions, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment No.14 supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment No.14 provided that this Amendment No.14 does not modify the Agreement in respect of any “Aircraft” that are subject to a predelivery payment financing facility.

Both Parties agree that this Amendment No.14 will constitute an integral, non-severable part of the Agreement and shall be governed by its provisions, except that if the Agreement and this Amendment No.14 have specific provisions that are inconsistent, the specific provisions contained in this Amendment No.14 shall govern.

In the event of any inconsistency between the terms and conditions of the Agreement, its Exhibits and letter agreements and this Amendment No.14, this Amendment No.14 shall

prevail to the extent of such inconsistency, whereas the part not concerned by such inconsistency shall remain in full force and effect.

5.2Conditions Precedent; Amendment/Assumption Effective Date

This Amendment No.14, and the terms hereof and the obligations of the Parties hereunder shall be effective upon the first date that each of the following conditions are satisfied (in accordance with the specified timeframes set forth below) (such date, the “Amendment/Assumption Effective Date”):

5.2.1[***]

5.2.2[***]

5.2.3[***]

5.2.4[***]

[***]

5.3Bankruptcy Terms and Conditions:

(a)[***]

(b)[***]

(c)[***]

5.4Representations

Each Party hereby represents and warrants to each other Party that as of the Amendment/Assumption Effective Date:

[***].

5.5Confidentiality

The provisions of clause 22.12 of the Agreement shall apply to this Amendment No.14 as if set out in full herein mutatis mutandis.

5.6Law and Jurisdiction

This Amendment No.14 shall be governed by and construed in accordance with the laws of England.

The provisions of Clause 22.4 of the Agreement shall apply to this Amendment No.14 as if set out in full herein mutatis mutandis provided that, during the pendency of the Buyer’s Chapter 11 Cases and prior to the confirmation of a plan of reorganization in such cases, such disputes shall be subject to the exclusive jurisdiction of the United States Bankruptcy Court for the Southern District of New York.

5.7Contracts (Rights of Third Parties) Act 1999

The Parties do not intend that any term of this Amendment No.14 shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to this Amendment No.14.

5.8Severability

In the event that any provision of this Amendment No.14 should for any reason be held ineffective, the remainder of this Amendment No.14 shall remain in full force and effect. To the extent permitted by applicable law, each Party hereto waives any provision of law, which renders any provision of this Amendment No.14 prohibited or unenforceable in any respect.

5.9Counterparts

This Amendment No.14 may be executed by the Parties in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. Delivery of an executed counterpart of this Amendment No.14 or any other document by email will be deemed as effective as delivery of an originally executed version. Any Party delivering an executed version of this Amendment No.14 or other document by email shall also deliver an originally executed counterpart but the failure to do so will not affect the validity or effectiveness of this Amendment No.14 or such document. The Parties hereto acknowledge and agree that this Amendment No.14 may be executed electronically by all Parties hereto through digital signatures certified by the Brazilian IT Authority (ICP-Brasil) and that such digital signatures shall be as legal and binding as manually executed, wet ink original signatures of the respective Parties.

5.10Assignment

Notwithstanding any other provision of this Amendment No.14, this Amendment No.14 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this paragraph will be void and of no force or effect.

5.11Clauses 22.2 (Notices) and 22.3 (Waiver) of the Agreement shall be incorporated by reference into this Amendment No.14 as if the same were set out in full herein mutatis mutandis.

IN WITNESS WHEREOF this Amendment No.14 was entered into the day and year first above written.

Agreed and accepted<br><br><br><br>For and on behalf of<br>AZUL FINANCE LLC<br><br><br><br>/s/ Raphael Linares Felippe<br><br>Name: Raphael Linares Felippe<br><br>Title: Director	Agreed and accepted<br><br><br><br>For and on behalf of<br>AIRBUS S.A.S.<br><br><br><br>/s/ Paul Meijers<br><br>Name: Paul Meijers<br><br>Title: EVP, Commercial Transactions

In the presence of the following two (2) witnesses:

Witness:<br><br><br><br>/s/ Mario Luca Convertino<br><br>Name: Mario Luca Convertino<br><br>ID: [***]	Witness:<br><br><br><br>/s/ Andre Prebianchi<br><br>Name: Andre Prebianchi<br><br>ID: [***]

For and on behalf of

AZUL LINHAS AEREAS BRASILEIRAS S.A.

/s/ Raphael Linares Felippe

Name: Raphael Linares Felippe

Title: Attorney-in-fact

Document

Exhibit 4.12

COM0653-25

AMENDED AND RESTATED

PURCHASE AGREEMENT COM0384-14

between

EMBRAER S.A.

and

Azul Finance 2 LLC

INDEX

ARTICLE PAGE

2. SUBJECT 7

3. PRICE 7

4. PAYMENT 8

5. DELIVERY 8

6. CERTIFICATION 8

7. ACCEPTANCE AND TRANSFER OF OWNERSHIP 9

8. STORAGE CHARGE 9

9. DELAYS IN DELIVERY 10

10. DELIVERY INSPECTION 10

11. CHANGES 11

12. WARRANTY AND GUARANTEES 12

13. PRODUCT SUPPORT PACKAGE 13

14. ASSIGNMENT 13

15. RESTRICTIONS AND PATENT INDEMNITY 13

16. MARKETING PROMOTIONAL RIGHTS 14

17. TAXES 14

18. APPLICABLE LAW 14

19. JURISDICTION 14

20. TERMINATION 15

21. PURCHASE RIGHT AIRCRAFT 15

22. INDEMNITY 16

23. NOTICES 16

24. CONFIDENTIALITY 17

25. COMPLIANCE WITH LAWS 17

26. SEVERABILITY 18

27. NON-WAIVER 18

28. INTEGRATED AGREEMENT 18

29. NEGOTIATED AGREEMENT 18

30. COUNTERPARTS 19

31. ENTIRE AGREEMENT 19

32. REPRESENTATIONS AND WARRANTIES 19

ATTACHMENTS

“A” - E195-E2 AIRCRAFT CONFIGURATION

“B” - FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE Exhibit 1 to Attachment B (LIST OF TECHNICAL PUBLICATIONS) Exhibit 2 to Attachment B (SPECIAL INSURANCE CLAUSES)

“C” - WARRANTY CERTIFICATE - MATERIAL AND WORKMANSHIP

“D” - PRICE ESCALATION FORMULA

“E” - AIRCRAFT DELIVERY SCHEDULE

“F” - [***] GUARANTEE

“G” - [***] GUARANTEE

“H” - [***] GUARANTEE

“I” - [***] GUARANTEE

AMENDED AND RESTATED PURCHASE AGREEMENT COM0384-14

THIS DOCUMENT REFERENCE COM0653-25

THIS AMENDED AND RESTATED PURCHASE AGREEMENT COM0384-14 (“AGREEMENT”) IS ENTERED INTO THIS 26TH DAY OF NOVEMBER, 2025, BY AND BETWEEN EMBRAER S.A. (“EMBRAER” OR “SELLER”) AND AZUL FINANCE 2 LLC (“BUYER”) FOR THE PURCHASE AND SALE OF EMBRAER AIRCRAFT.

EMBRAER AND BUYER ARE REFERRED TO HEREIN INDIVIDUALLY AS “PARTY” AND COLLECTIVELY AS “PARTIES”.

THE SALE COVERED BY THIS AGREEMENT SHALL BE GOVERNED SOLELY BY THE TERMS AND CONDITIONS HEREIN SET FORTH, AS WELL AS THE PROVISIONS SET FORTH IN THE ATTACHMENTS HERETO.

THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS AND UNTIL (i) IT IS APPROVED BY THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, PURSUANT TO CHAPTER 11 RULES INCLUDING THE U.S. BANKRUPTCY CODE, (ii) THE EARLIER OF (A) THE BANKRUPTCY COURT’S ENTRY OF AN APPROVAL ORDER APPROVING A TRANSACTION FOR SUPPORT OF ENGINES WITH PRATT & WHITNEY RELATED TO THIS AGREEMENT (AS AMENDED HERETO) IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO BUYER, OR (B) DECEMBER 15, 2025; AND (iii) SIGNED BY AN AUTHORIZED OFFICER OF BUYER AND EXECUTED BY TWO AUTHORIZED OFFICERS OF EMBRAER S.A.

WHEREAS, on December 30th, 2014 Embraer and Buyer entered into the Purchase Agreement COM0384-14;

WHEREAS, on May 28th, 2025, Buyer and the other applicable debtors filed for bankruptcy in New York, USA (Case No. 25-11176 - SHL) (“Chapter 11 Cases”, as defined below);

WHEREAS, as part of Buyer’s recovery plan, the Parties desire to amend and restate certain terms and conditions of the Purchase Agreement COM0384-14 as set forth hereunder..

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the Parties hereto agree as follows;

RESTATEMENT

The Purchase Agreement COM0384-14 is hereby fully and completely amended and restated in its entirety, pursuant to the terms hereof, and the Parties’ agreement in regard to the subject matter hereof shall be solely contained in this Agreement.

1.INTERPRETATION

1.1Definitions

For the purpose of this Agreement, the following definitions are hereby adopted by the Parties:

1.1.1“Actual Delivery Date”: shall mean, with respect to each Aircraft, the date on which Buyer obtains title to that Aircraft in accordance with Article 7.

1.1.2“AD’s”: shall mean effective airworthiness directives issued by either the ANAC or the Airworthiness Authority, in connection with and with respect to the Aircraft.

1.1.3“Agreement” or “Purchase Agreement”: shall mean this purchase agreement.

1.1.4“Aircraft”: shall mean the Embraer 195-E2 (certification designation [***]) aircraft manufactured by Embraer according to Attachment “A”, for sale to Buyer pursuant to this Agreement, equipped with two engines identified therein (or, where there is more than one of such aircraft, each of such aircraft).

1.1.5“Aircraft Basic Price”: shall mean the Aircraft price, as defined in Article 3.1.

1.1.6“Aircraft Purchase Price”: shall mean the Aircraft price, effective on the relevant Aircraft’s Contractual Delivery Date, resulting from the application of the Escalation Formula to the Aircraft Basic Price as set forth in Article 3.3.

1.1.7“Airworthiness Authority”: shall mean the Brazilian Civil Aviation Authority - Agencia Nacional de Aviação Civil (“ANAC”), or such other entity in Brazil from time to time charged with the administration of civil aviation.

1.1.8“Bankruptcy Court”: the United States Bankruptcy Court for the Southern District of New York.

1.1.9“Business Day(s)”: shall mean a day on which banks are open for business in Sao Jose dos Campos and Sao Paulo in Brazil, and New York in the United States.

1.1.10“Buyer”: shall mean Azul Finance 2 LLC, a company organized and existing under the laws of Delaware with its principal place of business at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, USA.

1.1.11“Chapter 11 Cases”: the chapter 11 cases under the Bankruptcy Code, commenced in the Bankruptcy Court on May 28, 2025 by Lessee, Guarantor and certain of their Affiliates captioned In re Azul S.A., et al. (jointly administered case number 25-11176 (SHL);

1.1.12“Contractual Delivery Date”: unless as otherwise provided for herein, the Contractual Delivery Date shall mean the last Business Day of each month for each Aircraft as provided for in Attachment “E” and as referred to in Article 5.

1.1.13“Day(s)”: shall mean calendar days.

1.1.14“Embraer”: shall mean Embraer S.A., a Brazilian corporation organized and existing under the laws of Brazil with its principal place of business at Av. Brigadeiro Faria Lima, 2170, Sao Jose dos Campos, SP, Brazil.

1.1.15 “Escalation Formula”: shall mean the escalation formula contained in Attachment “D”.

1.1.16“FAF”: shall mean delivery of an Aircraft in fly-away-factory condition (equivalent to Ex-Works condition - Incoterms 2010 - flying from the place designated in Article 5 and with a certificate of airworthiness or equivalent at the time issued by ANAC or its successors and provided by Embraer).

1.1.17“Initial Deposit”: shall mean the aggregate initial deposit referred to in Article 4.1.1.

1.1.18“Major Changes”: shall mean the changes to the design of the Aircraft, as defined in Article 11.2.2.

1.1.19“Mandatory Service Bulletins”: shall mean the mandatory service bulletins applicable to the Aircraft, which are issued by Embraer to implement the AD’s referred to in Article 11.4.

1.1.20“Minor Changes”: shall mean the changes to the design of the Aircraft defined as per the terms and conditions of Article 11.2.1.

1.1.21“Notified Contractual Delivery Date”: shall mean the delivery date notified by Embraer pursuant to Article 7.

1.1.22“Parties”: shall mean Embraer and Buyer.

1.1.23“Product Support Package”: shall mean the products and Services to be provided by Embraer as per Article 13.

1.1.24“Purchase Right Aircraft”: shall have the meaning set out in Article 21.

1.1.25“Scheduled Inspection Date”: shall mean the date on which a certain Aircraft is available for inspection, acceptance and subsequent delivery to Buyer, as per the terms and conditions of Article 7.1.

1.1.26“Services”: shall mean the services, as defined in Article 2.3 of Attachment “B”.

1.1.27“SOFR”: for purposes of calculating any rate under this Agreement for any period for which the same is to be established, means the applicable rate per annum equal to the Six-Month CME Term SOFR, as such rate is published by the Term SOFR Administrator on the first day of such period (or if such date is not a business day, the immediately preceding business day) and in an amount comparable to the amount for which such rate is to be established and, if any such rate is below zero, CME Term SOFR will be deemed to be zero. For purposes of this definition, “business day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities, where “Term SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate approved or endorsed by a Relevant Governmental Body).

1.1.28“Specification”: shall mean the Aircraft configuration described in Attachment “A”, as such may be amended overtime pursuant to Article 11, together with the Technical Description incorporated by reference therein.

1.1.29“Technical Publications”: shall mean the technical documentation pertaining and related to the Aircraft, as identified in Article 2.2 and Exhibit 1 of Attachment “B”.

1.1.30“USD” or “US$”: shall mean the legal currency of the United States of America.

1.1.31“Vendor”: shall mean third party suppliers of equipment, parts, tools, ground support and test equipment to Embraer to use on or in connection with the Aircraft.

1.1.32“Working Day(s)”: shall mean a day, other than Saturday, Sunday or holiday, on which Embraer in Sao Jose dos Campos, SP, Brazil is open for business.

1.2Construction

In this Agreement unless otherwise expressly provided:

1.2.1Words importing the plural shall include the singular and vice versa,

1.2.2A reference to an Article, Attachment or Exhibit is a reference to an Article, Attachment or Exhibit to this Agreement, and

1.2.3The headings in this Agreement are to be ignored in construing this Agreement.

2.SUBJECT

Subject to the terms and conditions of this Agreement:

2.1Embraer shall sell and deliver and Buyer shall purchase and take delivery of [***] Aircraft;

2.2Embraer shall provide to Buyer the Services and the Technical Publications as described in Attachment “B” to this Agreement; and

2.3Buyer shall have the option to exercise and purchase up to [***] Purchase Right Aircraft, in accordance with Article 21.

3.PRICE

3.1The Aircraft Basic Price of each Aircraft is [***].

3.2The Services and Technical Publications are to be provided [***] to Buyer in accordance with Attachment “B”. Additional technical publications as well as other services shall be [***] to Buyer in accordance with [***].

3.3The Aircraft Basic Price, as may be amended pursuant to the provisions of this Agreement, shall be [***]. [***].

4.PAYMENT

4.1To secure the Aircraft delivery positions set forth in Article 5 and to ensure delivery of Aircraft in accordance with the delivery schedule set forth in Article 5, Buyer shall pay Embraer for each Aircraft the amounts set forth in Article 3 in accordance with the terms and conditions contained in this Article 4. The Parties acknowledge that each of the Aircraft and the corresponding delivery positions have been reserved for purchase by Buyer and such Aircraft have been removed from the market. The amounts specified in Article 3 shall be paid by Buyer [***].

The Aircraft Purchase Price for each Aircraft shall be paid by Buyer, as follows:

4.1.1[***]

4.1.2[***]

4.1.3[***]

4.1.4[***]

4.1.5[***]

4.2[***]

4.3[***]

4.4[***]

4.5Payment Date: unless otherwise agreed by the Parties in writing, payment of the amounts referred to in Articles 4.1.2, 4.1.3 and 4.1.4 shall be made by Buyer [***].

4.6[***]

5.DELIVERY

Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF condition, at [***], on the [***].

6.CERTIFICATION

6.1The Embraer 195-E2 aircraft shall be certified [***] by ANAC pursuant to the RBAC 25 certification requirements.

6.2The Aircraft shall be manufactured by Embraer in compliance with ANAC certification and the operational requirements of the Airworthiness Authority, except for the items that are under Buyer’s regulatory responsibility pursuant to the operational requirements of the Airworthiness Authority and are not otherwise required to be provided by Embraer under this Agreement. Buyer shall be solely responsible for determining which operational requirements of the Airworthiness Authority are to be incorporated into the Aircraft configuration and for informing Embraer thereof. All such requirements, to the extent not included in Attachment A at the time of execution of this Agreement, shall be treated in accordance with the terms and conditions of Article 11.5.

6.3The Aircraft shall be delivered to Buyer with a certificate of airworthiness or equivalent issued by ANAC. Embraer hereby warrants that the condition of the Aircraft at delivery and the documentation delivered with the Aircraft, including the above- mentioned certificate of airworthiness shall be sufficient for Buyer to obtain a certificate of airworthiness from the Airworthiness Authority. Subject to the above, it shall be Buyer’s responsibility to obtain such certificate of airworthiness and to register the Aircraft, at Buyer’s sole expense.

7.ACCEPTANCE AND TRANSFER OF OWNERSHIP

7.1Unless Buyer is notified otherwise, the Aircraft shall be delivered in accordance with the provisions and schedules specified in Article 5. [***]

7.2[***]

7.3[***]

7.4[***]

7.5[***]

7.6[***]

7.7[***]

7.8[***]

7.9[***]

8.STORAGE CHARGE

8.1A storage charge equal to [***] shall be charged [***]:

8.1.1[***]

8.1.2[***]

8.1.3[***]

8.2[***]

8.3[***]

8.4[***]

9.DELAYS IN DELIVERY

Except as provided in Articles 9.1 and 9.3, Embraer warrants that there shall be no delays in deliveries of Aircraft. The sole remedies for delays in delivery of any Aircraft are those provided in this Article 9 and Article 20.2.

9.1Excusable Delays:

9.1.1[***]

9.1.2[***]

9.1.3[***]

9.1.4[***]

9.1.5[***]

9.2Non-Excusable Delays:

9.2.1[***]

9.2.2[***]

9.2.3[***]

9.2.4[***]

9.3Delay Due to [***]

[***]

10.DELIVERY INSPECTION

10.1Buyer may elect to observe the manufacturing of the Aircraft in order to verify that the Aircraft is manufactured in accordance with the procedures specified in this Agreement and to all applicable quality standards. [***] before the Contractual Delivery Date of the first Aircraft, Embraer shall provide Buyer with a description of the relevant milestones of the manufacturing process which Buyer may observe. Upon receipt of such description Buyer shall [***] inform Embraer [***]. Embraer will then notify Buyer the approximate dates of such milestones and Buyer shall [***] inform the names of no more than [***] of its representatives that will act as observers (the “Observers”). The Observers shall be given access to the relevant technical data as reasonably necessary. Observers will, at all times, be supported by the quality assurance personnel of Embraer and shall address any of their observations, comments, doubts or requests to such personnel, provided however that Embraer shall not be deemed to have received any request that may affect the performance of this Agreement unless and until such request is made by Buyer in accordance with Article 23. Observers shall not interfere, disturb, delay or in any other way hinder the manufacture or assembly of the Aircraft, any other aircraft or any other activities carried out by Embraer.

10.2In order to perform the delivery inspection and acceptance of each Aircraft in accordance with Article 7, Buyer shall send up to [***] authorized representatives (the “Authorized Representatives”) to the facilities of Embraer. Buyer shall communicate to Embraer the names of its Authorized Representatives, by means of written notice, at least [***].

10.3Such Authorized Representatives, or other representatives indicated by Buyer, shall be authorized and duly empowered to sign the acceptance and transfer of title and risk documents and accept delivery of the Aircraft pursuant to Article 7.

10.4For the purposes subject hereof, Embraer shall provide [***] communication facilities (telephone, facsimile and high speed internet connection) for Buyer’s Observers and Authorized Representatives, as well as the necessary tools, measuring devices, test equipment and technical assistance as may be necessary to perform acceptance tests. Embraer shall also make available to Observers and Authorized Representatives [***].

10.5Buyer’s Observers and Authorized Representatives shall observe Embraer’s administrative rules and instructions while at Embraer’s facilities.

10.6Buyer’s Observers and Authorized Representatives shall be allowed exclusively in those areas related to the subject matter hereof. Buyer agrees to hold harmless Embraer from and against all and any kind of liabilities in respect to such representatives, for whom Buyer is solely and fully responsible under all circumstances and in any instance, except to the extent they arise from the gross negligence or the willful misconduct of Embraer, its officers, employees and agents.

11.CHANGES

11.1Each Aircraft will comply with the Specification and shall incorporate all modifications which are classified as AD’s mandatory by ANAC or the Airworthiness Authority as provided in Article 11.4, or those agreed upon by Buyer and Embraer in accordance with this Article.

11.2The Parties hereby agree that changes can be made by Embraer in the design of the Aircraft, the definition of which and its respective classification shall be in compliance to the Aircraft type specification, as follows:

11.2.1Minor Changes: defined as those modifications which shall not adversely affect the Aircraft in any of the following characteristics:

(i)[***].

11.2.2Major Changes: defined as those modifications which affect at least one of the topics mentioned in Article 11.2.1.

11.3Embraer shall have the right, but not the obligation, to incorporate Minor Changes in the Aircraft still in the production line [***].

11.4Embraer shall convey those Major Changes that are classified as AD’s by means of service bulletins approved by the Airworthiness Authority and/or ANAC, as appropriate. Service bulletins that implement such AD’s shall be referred to as Mandatory Service Bulletins. Embraer shall incorporate Mandatory Service Bulletins as follows:

11.4.1Compliance required before Actual Delivery Date: Embraer shall incorporate Mandatory Service Bulletins in undelivered Aircraft [***]. Embraer shall not be liable for any delays resulting from incorporation of Mandatory Service Bulletins when the Aircraft has already passed the specific production stage affected by the incorporation of said change but Embraer shall use its commercially reasonable efforts to incorporate such changes prior the Actual Delivery Date and to minimize any delays in delivery.

11.4.2Compliance required after Contractual Delivery Date: During a time period of [***], Embraer shall provide parts kits for Mandatory Service Bulletins that are issued either (i) [***]. [***]. Additionally Embraer shall, at Embraer’s option, either [***].

11.5Except for the Major Changes referred to in Article 11.4, any other Major Changes as defined in Article 11.2.2 and/or Major Changes such as [***], shall be considered as optional and Embraer shall submit to Buyer a Proposal of Major Change (“PMC”) describing the impacts of such change. Should Buyer not approve such PMC in writing, the change shall not be incorporated in the Aircraft.

11.6Any Major Change to the Aircraft, made in accordance with the foregoing paragraphs, which affect the provisions of Attachment “A” hereto and amend the Specification accordingly, shall be incorporated in said Attachment by means of an amendment to this Agreement [***].

11.7Except as set forth herein, the Aircraft shall, on the Scheduled Inspection Date, comply with the Specification as from time to time amended pursuant to Article 11.6. Determination of such compliance shall be made by Buyer pursuant to Article 7.

12.WARRANTY AND GUARANTEES

12.1Warranty: the materials and workmanship relative to the Aircraft subject of this Agreement will be warranted exclusively in accordance with the terms and conditions specified in Attachment “C”.

12.2Guarantees: Embraer hereby guarantees to Buyer [***], (iv) the performance, of and with respect to the Aircraft in exclusively accordance with the terms and conditions specified in Attachments “F”, “G”, “H” and “I”.

13.PRODUCT SUPPORT PACKAGE

Embraer shall supply to Buyer the Product Support Package described in Article 2 of Attachment “B” hereto, which includes Embraer’s spare parts policy, the Technical Publications and the Services.

14.ASSIGNMENT

14.1Buyer may totally or partially assign any of its rights hereunder in connection with the Aircraft (“Assignment Rights”) [***], to any of Azul S.A.’s wholly owned subsidiaries (“Permitted Assignees”). [***].

14.2As used in this Article, “wholly owned subsidiary” at any particular time is any company that Buyer or its parent company holds one hundred (100%) ownership and has the power to control, directly or indirectly, whether by ownership of the share capital, by contract, or by the power to appoint or remove the members of the governing body of that company or otherwise.

14.3Should Buyer intend to assign any of Buyer’s rights under the Purchase Agreement as provided for herein, [***]. [***]

14.4Except as provided for in relation to the Permitted Assignees above, any of Buyer’s rights and obligations under this Purchase Agreement shall not be assigned [***].

14.5[***]

14.6Notwithstanding the above, this Purchase Agreement, as well as the warranty and guarantees with respect to any Aircraft, shall not be assigned to any of Embraer’s competitors, any person or entity which the Parties may be legally restricted to enter in to an agreement, to a debarred person or entity or in case such assignment would infringe US export control regulations or any other applicable law.

14.7Buyer will represent to the benefit of Embraer at the time of the assignment that such assignment contemplated at the time and permitted under this Article 14 shall not cause any adverse change to the interests, rights or obligations of Embraer under this Agreement.

15.RESTRICTIONS AND PATENT INDEMNITY

15.1Claims against Buyer. [***]

15.1.1[***]

15.2Limitations and Conditions. [***].

[***]

15.3Continuing Use. [***]

16.MARKETING PROMOTIONAL RIGHTS

Embraer shall have the right to show for marketing purposes, [***], the image of Buyer’s Aircraft, painted with Buyer’s colors and emblems, affixed in photographs, drawings, films, slides, audiovisual works, models or any other medium of expression (pictorial, graphic, digital, electronic and sculptural works), through all mass communications media including but not limited to billboards, magazines, newspaper, television, movie, theaters, as well as in posters, catalogues, models and all other kinds of promotional material. In the event such Aircraft is sold to or operated by or for another company or person, Embraer shall be entitled to disclose such fact, as well as to continue to show the image of the Aircraft, [***], for marketing purposes, either with the original or the new colors and emblems, unless otherwise notified, provided that such notification shall be subject to the reasonable satisfaction and agreement of Embraer. If accepted, said prohibition, however, shall in no way apply to the promotional materials or pictorial, graphic, digital, electronic or sculptural works already existing or to any contract for the display of such materials or works already binding Embraer at the time of receipt of the notification. The provisions of this Article shall be included in all future sales or lease agreements concerning the Aircraft.

17.TAXES

[***]

18.APPLICABLE LAW

This Agreement shall in all respects be governed by the laws of the State of New York, including all matters of construction, validity and performance, without giving effect to

principles of conflicts of laws other than sections 5-1401 and 5-1402 of the New York General Obligations law.

19.JURISDICTION

Each Party hereto hereby irrevocably agrees, accepts and submits to, for itself and in respect of any of its property, generally and unconditionally, the exclusive jurisdiction of the courts of the State of New York in the City and County of New York and of the United States for the Southern District of New York, in connection with any legal action, suit or proceeding with respect to any matter relating to or arising out of or in connection with this Agreement or any other operative agreement and fully waives any objection to the venue of such courts; provided that the Bankruptcy Court shall have exclusive jurisdiction for the pendency of the Chapter 11 Cases. Furthermore to the fullest extent permitted by applicable law, each Party hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit action or proceeding any claim that it is not personally subject to the jurisdiction of the above named courts, that the suit, action or proceeding is brought in an inconvenient forum, or that the venue of the suit, action or proceeding is improper.

EACH PARTY HERETO HEREBY EXPRESSLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

20.TERMINATION

20.1Should either Party fail to comply partially or completely with its obligations hereunder, the other Party shall be entitled to give notice of such failure and to require that such failure be remedied within the period specified in that notice, which period shall not be less than [***]. Should such failure not be remedied within the period so specified, then the Party who gave notice of such failure shall be entitled to terminate this Agreement. Should termination occur in accordance with the foregoing, the defaulting Party shall pay to the non-defaulting Party [***]. The foregoing provision shall not apply in any circumstance where a specific right of termination is made available hereunder or will be made available hereunder upon the expiration of a specific period of time and such specific right shall be exclusive in the given circumstance. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN ANY CIRCUMSTANCE HEREUNDER FOR ANY [***]

20.2Buyer and Embraer shall have the right to terminate this Agreement in respect to the relevant Aircraft, upon the occurrence of any Excusable Delay of [***], unless otherwise agreed in writing by the Parties, and Buyer shall have the right to terminate this Agreement in respect to the relevant Aircraft upon: [***]. Upon receipt of such notice of termination by Buyer or Embraer, as the case may be, Embraer shall:

(i)in case of Excusable Delay: [***].

(ii)in case of Non-Excusable Delay: [***].

20.3If Buyer breaches this Agreement and terminates this Agreement before the Actual Delivery Date of an Aircraft (except when such termination is for reasons outlined in Article 7.6 and for delays in the delivery of an Aircraft, whether such delays are Excusable Delays or Non-Excusable Delays, as permitted pursuant to Articles 9.1 and 9.2) or, if Embraer terminates this Agreement in relation to an Aircraft, pursuant to Articles 4.3, 7.7 or 9.1.5 hereof, Buyer shall [***].

20.4[***]

20.5[***]

20.6In the event this Agreement is terminated and Embraer is required to [***] as set forth in Articles 7.6, 9.3, 20.2, 20.3, 20.4 or 20.5, Embraer will [***].

21.PURCHASE RIGHT AIRCRAFT

21.1Embraer shall grant Buyer the right to exercise and purchase up to [***] additional Embraer E195-E2 aircraft (the “Purchase Right Aircraft”) configured as per Attachment “A” (as applicable), as may be amended from time to time, and available to Buyer [***].

21.2Subject to no material default on the part of the Buyer having occurred and continuing on the date of exercise, the right to purchase each of the Purchase Right Aircraft shall be initiated by means of a written notice from Buyer to Embraer stipulating a desired delivery month and year as well as the Aircraft type to be purchased (the “Buyer’s Notice”), and such right is subject to [***].

21.3In case Embraer has not received the Buyer’s Notice for all Purchase Right Aircraft on or before [***], Buyer shall be deemed to have relinquished its right to acquire any unexercised Purchase Right Aircraft. The contractual delivery date for any Purchase Right Aircraft (“Purchase Right Aircraft’s Contractual Delivery Date”) shall be no later than [***].

21.4Following receipt by Embraer of the Buyer’s Notice, Embraer shall [***] inform Buyer if the desired Purchase Right Aircraft’s Contractual Delivery Date requested by Buyer is acceptable; otherwise, [***] (the “Confirmation Notice).

21.5Upon Buyer and Embraer agreeing to the new Purchase Right Aircraft’s Contractual Delivery Date and in order to secure the Purchase Right Aircraft delivery positions, Buyer shall within [***].

21.6If the purchase rights are exercised by Buyer as specified above and the relevant delivery dates are agreed, and [***], an amendment to this Agreement shall be executed by and between the Parties within [***] following the Confirmation Notice, setting forth the specific terms and conditions such as, [***], and others if the case may be, applicable exclusively to the Purchase Right Aircraft. Upon execution of the Amendment, the exercise of the Purchase Right shall be irrevocably firm and binding and the exercised Purchase Right Aircraft shall become an Aircraft for the purposes of this Agreement, as the context may require, unless set forth otherwise to the contrary in the Amendment.

21.7If the Parties for any reason fail to execute the amendment referred to above, then the purchase right with respect to such aircraft shall be deemed relinquished, no indemnity being due by either Party to the other, except that Embraer shall be entitled to retain the Purchase Right Initial Deposits (if any).

22.INDEMNITY

22.1[***].

23.NOTICES

All notices permitted or required hereunder shall be in writing in the English language and sent, by registered mail or e-mail, to the attention of the Vice President, Contracts - Commercial Aviation as to Embraer and of the President of the Company as to Buyer, to the addresses indicated below or to such other address as either Party may, by written notice, designate to the other.

23.1EMBRAER:

EMBRAER S.A.

Attn: Vice President, Contracts - Commercial Aviation

Av. Brigadeiro Faria Lima, 2170

CEP 12227-901 Sao Jose dos Campos - SP

Brazil

Telephone: (+55 12) 3927-1410

E-mail: commercial.contracts@embraer.com.br

23.2BUYER:

AZUL FINANCE 2 LLC

Attn: President of the Company

Avenida Marcos Penteado de Ulhoa Rodrigues, 939

Edif. Castello Branco Office Park - Torre Jatoba - 9° andar -

CEP 06460-040 - Alphaville Industrial - Barueri - SP

Brazil

E-mail: fleettransactions@voeazul.com.br

24.CONFIDENTIALITY

24.1Neither Party has the right to disclose the terms of this Agreement except as required by law. Each of Buyer and Embraer agrees not to disclose any portion of this Agreement or its Attachments, amendments or any other supplement, to any third party without the previous written consent of the other Party. Without limiting the foregoing, in the event either Party is legally required to disclose the terms of this Agreement, that Party shall notify the other Party (where permitted by law) reasonably in advance of such disclosure and exert its best efforts to request and obtain confidential treatment of the articles, terms and conditions of this Agreement relevantly designated by the other Party as confidential. In the event this Agreement is terminated, whether in whole or in part, this Article 24 shall survive such termination. During the pendency of the Chapter 11 Cases, the Buyer shall be entitled to disclose the terms of this Agreement to the Bankruptcy Court, the Office of the United States Trustee, and on a professional eyes-only basis to counsel and advisors to the Official Committee of Unsecured Creditors and to counsel and advisors to the lenders under the debtor-in-possession financing on a “professional eyes only basis”. Buyer agrees that any documents containing any terms

of this Agreement must be filed with, or provided to, the Bankruptcy Court under seal and/or redacted, as agreed between the Parties.

25.COMPLIANCE WITH LAWS

25.1Each Party hereby represents to the other Parties that in connection with the negotiation, execution and performance under this Agreement it: (i) has acted in good faith and with business integrity towards the other Party and any third parties, (ii) complies with anti-corruption and anti-money laundering laws applicable to such Party to the extent that they apply to such Party’s obligations and activities stipulated in this Agreement, and (iii) in all matters relating hereto, it has acted, and will continue to act in strict compliance with the applicable ethical and business integrity standards. The foregoing representations are made on a continuing basis and shall hold true until termination or expiration of this Agreement.

25.2Each Party represents to the other Party that:

(a)such Party has not and will not offer, promise or give to any employee, officer, agent or representative of the other Party any amount of money, personal services, credit or other thing of value, save where not in violation of any of the following: (i) Brazilian laws which apply or may apply to this Agreement or to such Party generally, or (ii) reasonably accepted standards of conduct and practices; and

(b)such Party has not and will not offer, promise or give to, or request or demand from, the other Party any payment or thing of value which can potentially impact a business decision of the other Party in the context of this Agreement or the subject matter hereof.

26.SEVERABILITY

If any provision or part of a provision of this Agreement or any of the Attachments shall be, or be found by any authority or court of competent jurisdiction to be, illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

27.NON-WAIVER

Except as otherwise specifically provided to the contrary in this Agreement, any Party’s refrain from exercising any claim or remedy provided for herein shall not be deemed a waiver of such claim or remedy, and shall not relieve the other Party from the performance of such obligation at any subsequent time or from the performance of any of its other obligations hereunder.

28.INTEGRATED AGREEMENT

All Attachments referred to in this Agreement and/or attached hereto are, by such reference or attachment, incorporated in this Agreement.

29.NEGOTIATED AGREEMENT

Buyer and Embraer agree that this Agreement, including all of its Attachments, has been the subject of discussion and negotiation and is fully understood by the Parties, and that the rights, obligations and other mutual agreements of the Parties contained in this Agreement are the result of such complete discussion and negotiation between the Parties.

30.COUNTERPARTS

This Agreement may be executed by the Parties hereto in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument. This Agreement may be signed by pdf format exchanged between the parties by electronic mail with originals to follow by an internationally recognized courier. The Parties hereto acknowledge and agree that this Agreement may also be executed electronically through trusted digital signatures systems, as the case may be, and that such digital signatures will be as legal and binding as manually executed, wet ink original signatures of the respective Parties.

31.ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes all previous and connected negotiations, representations and agreements between the Parties. This Agreement may not be altered, amended or supplemented except by a written instrument executed by the Parties.

32.REPRESENTATIONS AND WARRANTIES

32.1Each Party represents and warrants to the other that:

(A) It is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary corporate power and authority to conduct the business in which it is currently engaged and to enter into and perform its obligations under this Agreement;

(B) It has taken, or caused to be taken, all necessary corporate action to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and

(C) The execution and delivery by it of this Agreement, its performance of its obligations hereunder and its consummation of the transactions contemplated hereby, do not and will not violate or conflict with any provision of its constitutional documents, violate or conflict with any law, rule, or regulation applicable to or binding on it or violate or constitute any breach or default (other than a breach or default that would not result in a material adverse change to it or adversely affect its ability to perform any of its obligations hereunder) under any agreement, instrument or document to which it is a party or by which it or any of its properties is or may be bound or affected.

INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers and to be effective as of the day and year first above written.

EMBRAER S.A.<br><br><br><br>By: /s/ Arjan Meijer<br><br>Name: Arjan Meijer<br><br>Title: VP Commercial Aviation<br><br>By: /s/ Marcelo Pereira Santiago<br><br>Name: Marcelo Pereira Santiago<br><br>Title: VP Contracts & Asset Mgmt	Azul Finance 2 LLC<br><br><br><br>By: /s/ John Peter Rodgerson<br><br>Name: John Peter Rodgerson<br><br>Title: Director
ATTACHMENT “A” TO AMENDED AND RESTATED COM0384-14<br><br>PW1923G E195-E2 AIRCRAFT CONFIGURATION
---

[***]

ATTACHMENT B TO THE AMENDED AND RESTATED COM0384-14<br><br>FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

[***]

EXHIBIT 1 - LIST OF TECHNICAL PUBLICATIONS

[***]

EXHIBIT 2 - SPECIAL INSURANCE CLAUSES

[***]

ATTACHMENT “C” TO THE AMENDED AND RESTATED COM0384-14<br><br>E195-E2 WARRANTY - MATERIAL AND WORKMANSHIP

[***]

EXHIBIT 1 TO ATTACHMENT “C”<br><br>TERMS AND CONDITONS FOR [***]

[***]

ATTACHMENT D TO THE AMENDED AND RESTATED COM0384-14<br><br>ESCALATION FORMULA

[***]

ATTACHMENT “E” TO THE AMENDED AND RESTATED COM0384-14<br>AIRCRAFT DELIVERY SCHEDULE

[***]

ATTACHMENT “F” TO AMENDED AND RESTATED COM0384-14<br><br>[***] GUARANTEE

[***]

ATTACHMENT “G” TO AMENDED AND RESTATED COM0384-14<br><br>[***] GUARANTEE

[***]

ATTACHMENT “H” TO AMENDED AND RESTATED COM0384-14<br><br>[***] GUARANTEE

[***]

ATTACHMENT “I” TO THE AMENDED AND RESTATED COM0384-14<br><br>[***] GUARANTEE

[***]

Document

Exhibit 4.18

AMENDMENT No.5

TO THE

A330 NEO PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

AND

AZUL FINANCE LLC

AMENDMENT No.5 TO THE A330 NEO PURCHASE AGREEMENT

This amendment No.5 (hereinafter referred to as the “Amendment No.5”) is entered into on January 24, 2025, between:

and

The Buyer and the Seller being together the “Parties” and each a “Party”.

WHEREAS

A.The Buyer and the Seller entered into an A330 NEO Purchase Agreement dated October 28, 2022 (the “Purchase Agreement”) for the sale by the Seller and the purchase by the Buyer of three (3) A330 NEO Aircraft (together with its Exhibits, Appendices and Letter Agreements, and as amended and supplemented from time to time, the “Agreement”);

B.The Buyer and the Seller entered into an amendment No.1 to the Agreement (the “Amendment N°1”) [***].

C.The Buyer and the Seller entered into an amendment No.2 to the Agreement (the “Amendment N°2”) [***].

D.The Buyer and the Seller entered into an amendment No.3 to the Agreement (the “Amendment N°3”) [***].

E.The Buyer and the Seller entered into an amendment No.4 to the Agreement (the “Amendment N°4”) to [***].

F.Subject to the terms and conditions of this Amendment No.5, the Buyer and the Seller now wish to enter into an agreement in relation to [***].

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1.DEFINITIONS

1.1Capitalized terms used herein (including the recitals) and not otherwise expressly defined in this Amendment No.5 shall have the meanings assigned thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment No.5.

1.2In this Amendment No.5, the following words and expression shall, except where the context otherwise requires, have the following respective meanings:

“Second Amended and Restated Letter Agreement No.1” means the letter agreement entered into between the Seller and the Buyer dated 10 October 2023.

“Amended and Restated Letter Agreement No.2” means the letter agreement entered into between the Seller and the Buyer dated 16 July 2024.

“Second Amended and Restated Letter Agreement No.3” means the letter agreement entered into between the Seller and the Buyer dated 20 June 2023.

“Amended and Restated Letter Agreement No.4” means the letter agreement entered into between the Seller and the Buyer dated 20 June 2023.

“Second Amended and Restated Letter Agreement No.5” means the letter agreement entered into between the Seller and the Buyer dated 20 June 2023.

2.PURCHASE INCENTIVES

2.1The Parties hereby agree to delete the Second Amended and Restated Letter Agreement No.1 in its entirety and replace it by the Third Amended and Restated Letter Agreement No.1 attached to this Amendment No.5.

3.PRICE REVISION PROTECTION

3.1The Parties hereby agree to delete the Amended and Restated Letter Agreement No.2 in its entirety and replace it by the Second Amended and Restated Letter Agreement No.2 attached to this Amendment No.5.

4.PREDELIVERY PAYMENTS

4.1The Parties hereby agree to delete the Second Amended and Restated Letter Agreement No.3 in its entirety and replace it by the Third Amended and Restated Letter Agreement No.3 attached to this Amendment No.5.

4.2[***]

5.A330 SUPPORT PACKAGE

5.1The Parties hereby agree to delete the Amended and Restated Letter Agreement No.4 in its entirety and replace it by the Second Amended and Restated Letter Agreement No.4 attached to this Amendment No.5.

6.FLEXIBILITY AND OPTION RIGHT

6.1The Parties hereby agree to delete the Second Amended and Restated Letter Agreement No.5 in its entirety and replace it by the Third Amended and Restated Letter Agreement No.5 attached to this Amendment No.5.

7.MISCELLANEOUS PROVISIONS

7.1EFFECT OF THE AMENDMENT

The Agreement will be deemed amended to the extent provided herein and all its provisions, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment N°5 supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment No.5 provided that this Amendment No.5 does not modify the Agreement in respect of any “Aircraft” that are subject to a predelivery payment financing facility.

Both Parties agree that this Amendment No.5 will constitute an integral, non-severable part of the Agreement and shall be governed by its provisions, except that if the Agreement have specific provisions that are inconsistent, the specific provisions contained in this Amendment No.5 shall govern.

In the event of any inconsistency between the terms and conditions of the Agreement, its Exhibits and letter agreements and this Amendment No.5, this Amendment No.5 shall prevail to the extent of such inconsistency, whereas the part not concerned by such inconsistency shall remain in full force and effect.

7.2CONFIDENTIALITY

The provisions of clause 14 of the Purchase Agreement shall apply to this Amendment No.5 as if set out in full herein mutatis mutandis.

7.3LAW AND JURISDICTION

Clauses 15.1 and 15.2 of the Purchase Agreement shall apply to this Amendment No.5 as if set out in full herein mutatis mutandis.

7.4CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

The Parties do not intend that any term of this Amendment No.5 shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to this Amendment No.5.

7.5SEVERABILITY

In the event that any provision of this Amendment No.5 should for any reason be held ineffective, the remainder of this Amendment No.5 shall remain in full force and effect. To the extent permitted by applicable law, each Party hereto waives any provision of law, which renders any provision of this Amendment No.5 prohibited or unenforceable in any respect.

7.6COUNTERPARTS

This Amendment No.5 may be executed by the Parties in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. Delivery of an executed counterpart of this Amendment No.5 or any other document by email will be deemed as effective as delivery of an originally executed version. Any Party delivering an executed version of this Amendment No.5 or other related document by email shall also deliver an originally executed counterpart but the failure to do so will not affect the validity or effectiveness of this Amendment No.5 or such document. The Parties hereto acknowledge and agree that this Amendment No.5 may be executed electronically by the Parties hereto through digital signatures certified by the Brazilian IT Authority (ICP-Brasil) and that such digital signatures shall be as legal and binding as manually executed, wet ink original signatures of the respective Parties.

7.7ASSIGNMENT

Notwithstanding any other provision of this Amendment No.5, this Amendment No.5 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this paragraph will be void and of no force or effect.

Clauses 13 (Notices) and 16.5 (Waiver) of the Purchase Agreement shall be incorporated by reference into this Amendment No.5 as if the same were set out in full herein mutatis mutandis.

IN WITNESS WHEREOF, this Amendment No.5 was entered into the day and year first above written.

Agreed and accepted<br><br><br><br><br><br>For and on behalf of<br>AZUL FINANCE LLC<br><br><br><br>/s/ Raphael Linares Felippe<br><br>Name: Raphael Linares Felippe<br><br>Title:	Agreed and accepted<br><br><br><br><br><br>For and on behalf of<br>AIRBUS S.A.S.<br><br><br><br>/s/ Paul Meijers<br><br>Name: Paul Meijers<br><br>Title: EVP, Commercial Transactions

In the presence of the following two (2) witnesses:

Witness:<br><br><br><br>/s/ Ana Beatriz Rosati<br><br>Name: Ana Beatriz Rosati<br><br>ID: [***]	Witness:<br><br><br><br>/s/ Luana Batpista Fernandes<br><br>Name: Luana Batpista Fernandes<br><br>ID: [***]

Azul Linhas Aereas Brasileiras S.A.

/s/ Raphael Linares Felippe

Name: Raphael Linares Felippe

Title:

Document

Exhibit 4.19

AMENDMENT No.6

to the

A330 NEO PURCHASE AGREEMENT

between

AIRBUS S.A.S.

as “Seller”

and

AZUL FINANCE LLC

As “Buyer”

AMENDMENT No.6 TO THE A330 NEO PURCHASE AGREEMENT

This amendment No.6 (hereinafter referred to as the “Amendment No.6”) is entered into on 19 December 2025, between:

and

The Buyer and the Seller being together the “Parties” and each a “Party”.

WHEREAS

A. The Buyer and the Seller entered into an A330 NEO Purchase Agreement dated October 28, 2022 for the sale by the Seller and the purchase by the Buyer of three (3) A330 NEO Aircraft (together with its Exhibits, Appendices and Letter Agreements, and as amended and supplemented from time to time, the “Agreement”);

B. The Buyer and the Seller entered into an amendment No.1 to the Agreement (the “Amendment N°1”) [***].

C. The Buyer and the Seller entered into an amendment No.2 to the Agreement (the “Amendment N°2”) [***].

D. The Buyer and the Seller entered into an amendment No.3 to the Agreement (the “Amendment N°3”) [***].

E. The Buyer and the Seller entered into an amendment No.4 to the Agreement (the “Amendment N°4”) to [***].

F. The Buyer and the Seller entered into an amendment No.5 (the “Amendment No.5”) in order to [***].

G. The Buyer and the Seller now wish to enter into this Amendment No.6 in order to [***].

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1.DEFINITIONS

1.1Capitalized terms used herein (including the recitals) and not otherwise expressly defined in this Amendment No.6 shall have the meanings assigned thereto in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment No.6.

A320 Agreement has the meaning defined in Clause 1.1 of the Agreement.

Jade Bacana LLC means a limited liability company formed under the laws of the State of Delaware, USA.

Novated Purchase Agreement has the definition set out in the Step-In Agreement.

Novation Agreement means the purchase agreement novation and amendment deed relating to [***] entered into by the Seller, the Buyer and Jade Bacana LLC on 20 December 2023.

Renovation Agreement means the purchase agreement re-novation deed relating to [***] aircraft entered into by the Seller, the Buyer and Jade Bacana LLC on 20 December 2023.

Step-In Agreement means the step-in agreement entered into by the Buyer, Jade Bacana LLC, Runway Eight Lender LLC and the Seller on 20 December 2023.

2.RESCHEDULING

2.1The Parties hereby agree to modify the Scheduled Delivery Period of [***] (the “Amdt 6 Rescheduled Aircraft”) from their original Scheduled Delivery Period (the “Original Scheduled Delivery Period”) to their revised Scheduled Delivery Period (the “Revised Scheduled Delivery Period”), as set out below (the “Amdt 6 Rescheduling”).

Rank	Original Scheduled Delivery Period	Revised Scheduled <br>Delivery Period
[***]	[***]	[***]

2.2Upon execution of this Amendment No.6, the Buyer shall promptly inform the Propulsion Systems Manufacturer and the BFE suppliers about the Amdt 6 Rescheduling.

[***]

2.3In consideration of the Seller entering into this Amendment No.6, including the Amdt 6 Rescheduling, the Buyer hereby [***]. For the avoidance of doubt, nothing in this Amendment No.6 shall constitute or be deemed to constitute a waiver or release by the Buyer of any rights, remedies, actions or claims it may have in respect of (i) any future or continuing delay occurring after the date hereof, (ii) any failure by the Seller to comply with its obligations as rescheduled pursuant to this Amendment No. 6, or (iii) any other matter not expressly covered by this waiver. Nothing herein or any related negotiations shall be represented, construed or used by the Buyer as an admission of any liability or wrongdoing whatsoever by the Seller.

3.ADDITIONAL A330

3.1The Buyer agrees to purchase and take delivery of [***] A330-900 aircraft from the Seller (the “Additional A330” or “Additional A330 Aircraft”) under the terms and conditions of this Amendment No.6 (and incorporating the relevant provisions of the Agreement).

3.2With effect from the date hereof, unless expressly stipulated otherwise herein or elsewhere, each Additional A330 shall be deemed to be an “Aircraft” within the meaning of the Agreement, unless stated otherwise, all terms and conditions applicable to the Aircraft under the Agreement shall apply to the Additional A330 and all references to “Aircraft” or “A330-900 Aircraft” in the Agreement shall be deemed to include the “Additional A330”.

4.DELIVERY SCHEDULE

4.1The Parties agree that the Exhibit C to the Agreement is hereby deleted in its entirety and replaced by the Exhibit C attached to this Amendment No.6 to incorporate the changes set out in Clause 2 and 3 above.

5.PURCHASE INCENTIVES

5.1The Parties hereby agree to delete the Third Amended and Restated Letter Agreement No.1 in its entirety and replace it by the Fourth Amended and Restated Letter Agreement No.1 attached to this Amendment No.6.

6.PRICE REVISION PROTECTION

6.1The Parties hereby agree to delete the Second Amended and Restated Letter Agreement No.2 in its entirety and replace it by the Third Amended and Restated Letter Agreement No.2 attached to this Amendment No.6.

7.PREDELIVERY PAYMENTS

7.1The Parties hereby agree to delete the Third Amended and Restated Letter Agreement No.3 in its entirety and replace it by the Fourth Amended and Restated Letter Agreement No.3 attached to this Amendment No.6.

7.2[***]

7.3[***]

7.4[***]

7.5[***]

7.6[***]

8.HEAD OF VERSION

8.1[***]

8.2[***]

9.BFE

[***]

9.1[***]

[***]

10.SUPPORT

10.1The Parties hereby agree that the second sentence of Clause 1 of Appendix 3 to the Agreement shall be deleted in its entirety and replaced by the following sentence:

QUOTE

The Customer Support is provided either (i) on a per Aircraft basis, or (ii) on a per fleet basis and represents the total allowances granted for the entire fleet of seven (7) firm Aircraft purchased under this Agreement.

UNQUOTE

10.2The Parties hereby agree that Clause 3.1 of Appendix 3 to the Agreement shall be deleted in its entirety and replaced by the following quoted text:

QUOTE

3.1 SELLER REPRESENTATIVES

The Seller shall provide [***] to the Buyer the services of customer support representatives (each a “Seller Representative”):

[***] continuous person-months.

The Seller will have [***] to start the above Seller Representative [***] of such Seller Representatives.

Except as otherwise agreed between the Parties, the number of such Seller Representatives shall not exceed [***] at any one time.

The above allocation includes the [***] of the Seller Representatives.

Each Seller Representative shall be acting in an advisory capacity only and shall at no time be deemed to be an employee or agent of the Buyer, either directly or indirectly.

UNQUOTE

10.3The Parties hereby agree that Schedule 2 of Appendix 3 to the Agreement shall be deleted in its entirety and replaced by the following quoted text:

QUOTE

SCHEDULE 2

TRAINING ALLOWANCES

[***]

UNQUOTE

10.4The Parties hereby agree that the Customer Support shall be adjusted upon the renovation of [***] to the Agreement.

11.MISCELLANEOUS PROVISIONS

11.1Effect of the Amendment

The Agreement will be deemed amended to the extent provided herein and all its provisions, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment No.6 supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment No.6 provided that this Amendment No.6 does not modify the Agreement in respect of any “Aircraft” that are subject to a predelivery payment financing facility, until such time as such aircraft become Aircraft under the Agreement in accordance with this Amendment No.6.

Both Parties agree that this Amendment No.6 will constitute an integral, non-severable part of the Agreement and shall be governed by its provisions, except that if the Agreement and this Amendment No.6 have specific provisions that are inconsistent, the specific provisions contained in this Amendment No.6 shall govern.

In the event of any inconsistency between the terms and conditions of the Agreement, its Exhibits and letter agreements and this Amendment No.6, this Amendment No.6 shall prevail to the extent of such inconsistency, whereas the part not concerned by such inconsistency shall remain in full force and effect.

11.2Conditions Precedent: Amendment/Assumption Effective Date

This Amendment No.6, and the terms hereof and the obligations of the Parties hereunder shall be effective upon the first date that each of the following conditions are satisfied (in accordance with the specified timeframes set forth below) (such date, the “Amendment/Assumption Effective Date”):

11.2.1[***]

11.2.2[***]

11.2.3[***]

11.2.4[***]

11.2.5[***]

[***]

11.3Bankruptcy Terms and Conditions:

(a)[***]

(b)[***]

(c)[***]

11.4Representations

Each Party hereby represents and warrants to each other Party that as of the Amendment/Assumption Effective Date:

(a)the entering into of this Amendment No.6 and compliance with all of the provisions hereof applicable to it: (A) are within its corporate powers; (B) have been duly authorized by proper corporate action on its part; and (C) will not violate any provisions of any law or any order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under its charter documents or any indenture or other agreement or instrument to which it is a party or by which it may be bound;

(b)this Amendment No.6 constitutes its legal, valid and binding obligation, contract and agreement enforceable against it in accordance with its terms and that it has the right and power to perform the terms hereof and the transactions contemplated hereby; and

(c)by executing this Amendment No.6, the undersigned signor for such Party has full authority to bind such Party to the terms of this Amendment No.6.

11.5CONFIDENTIALITY

The provisions of clause 14 of the Agreement shall apply to this Amendment No.6 as if set out in full herein mutatis mutandis.

11.6LAW AND JURISDICTION

Clauses 15.1 and 15.2 of the Purchase Agreement shall apply to this Amendment No.6 as if set out in full herein mutatis mutandis, provided that, during the pendency of the Buyer’s Chapter 11 Cases and prior to the confirmation of a plan of reorganization in such cases, such disputes shall be subject to the exclusive jurisdiction of the United States Bankruptcy Court for the Southern District of New York.

11.7CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

The Parties do not intend that any term of this Amendment No.6 shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to this Amendment No.6.

11.8SEVERABILITY

In the event that any provision of this Amendment No.6 should for any reason be held ineffective, the remainder of this Amendment No.6 shall remain in full force and effect. To the extent permitted by applicable law, each Party hereto waives any provision of law, which renders any provision of this Amendment No.6 prohibited or unenforceable in any respect.

11.9COUNTERPARTS

This Amendment No.6 may be executed by the Parties in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. Delivery of an executed counterpart of this Amendment No.6 or any other document by email will be deemed as effective as delivery of an originally executed version. Any Party delivering an executed version of this Amendment No.6 or other related document by email shall also deliver an originally executed counterpart but the failure to do so will not affect the validity or effectiveness of this Amendment No.6 or such document. The Parties hereto acknowledge and agree that this Amendment No.6 may be executed electronically by the Parties hereto through digital signatures certified by the Brazilian IT Authority (ICP-Brasil) and that such digital signatures shall be as legal and binding as manually executed, wet ink original signatures of the respective Parties.

11.10ASSIGNMENT

Notwithstanding any other provision of this Amendment No.6, this Amendment No.6 and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this paragraph will be void and of no force or effect.

Clauses 13 (Notices) and 16.5 (Waiver) of the Agreement shall be incorporated by reference into this Amendment No.6 as if the same were set out in full herein mutatis mutandis.

IN WITNESS WHEREOF this Amendment No.6 was entered into the day and year first above written.

Agreed and accepted<br><br><br><br>For and on behalf of<br>AZUL FINANCE LLC<br><br><br><br>/s/ Raphael Linares Felippe<br><br>Name: Raphael Linares Felippe<br><br>Title: Director	Agreed and accepted<br><br><br><br>For and on behalf of<br>AIRBUS S.A.S.<br><br><br><br>/s/ Paul Meijers<br><br>Name: Paul Meijers<br><br>Title: EVP, Commercial Transactions

In the presence of the following two (2) witnesses:

Witness:<br><br><br><br>/s/ Mario Luca Convertino<br><br>Name: Mario Luca Convertino<br><br>ID: [***]	Witness:<br><br><br><br>/s/ Andre Prebianchi<br><br>Name: Andre Prebianchi<br><br>ID: [***]

AZUL LINHAS AEREAS BRASILEIRAS S.A. (“Azul Linhas”) hereby consents to the amendments to the Agreement contained herein and acknowledges that the Guarantee and Indemnity dated October 28, 2022 (as amended and supplemented from time to time) (the “Guarantee and Indemnity”) from Awl Linhas in favour of the Seller remains in full force and effect notwithstanding such amendments and that the terms and conditions of the Guarantee and Indemnity shall be deemed to apply in respect of this Amendment No.6.

Azul Linhas Aereas Brasileiras S.A.

/s/ Raphael Linares Felippe

Name: Raphael Linares Felippe

Title: Attorney-in-fact

EXHIBIT C

DELIVERY SCHEDULE

Aircraft <br>rank	Aircraft type	Scheduled <br>Delivery Period	Aircraft Batch
[***]	[***]	[***]	[***]

[***]

In respect of each Scheduled Delivery Period, the Seller shall notify to the Buyer:

1) [***]

2) [***]

The Parties agree that this Delivery Schedule may be amended and replaced from time to time by notice of the Seller to the Buyer [***].

Following notification of the applicable delivery month by the Seller as set out above, the Scheduled Delivery Period may be referred to as the “Scheduled Delivery Month” in any notices or documents provided by the Seller to the Buyer in connection with this Agreement.

Document

This document is an English language translation of the original Portuguese language document.

AGREEMENT FOR THE SUPPLY OF PETROLEUM-DERIVED AVIATION PRODUCTS

I – SUPPLIER:

Corporate name: RAÍZEN S.A.

Headquarters: Avenida Almirante Barroso, No. 81, 36th floor, Room 32B109, Centro, Rio de Janeiro, RJ,

ZIP Code 20031-004

CNPJ/MF No.: 33.453.598/0001-23

II – BUYER:

Corporate Name: AZUL LINHAS AÉREAS BRASILEIRAS S.A.

Head Office: Avenida Dr. Marcos Penteado de Ulhôa Rodrigues, 939, 9th Floor, Condominium Castelo Branco Office Park, Jatobá Tower, Tamboré, Barueri – SP, ZIP Code 06460-040

CNPJ/MF No. 09.296.295/0001-60; and

Corporate Name: AZUL CONECTA LTDA.

Head Office: Avenida Emilio Antonon, 901, Bairro Chácara Aeroporto, Jundiaí-SP, ZIP Code 13212-010 CNPJ under No. 04.263.318/0001-16

Being SUPPLIER and BUYER jointly referred to as the “Parties”, and individually, a “Party”.

III – TERM OF EFFECTIVENESS: [***], considering the start of the effectiveness as of [***] and ending on [***].

Considering that:

a) the SUPPLIER is a company qualified and authorized by the National Agency of Petroleum, Natural Gas and Biofuels – ANP to market petroleum-derived products throughout the Brazilian territory;

b) the BUYER wishes to purchase products supplied by the SUPPLIER, due to their quality and safety;

The Parties, due to mutual interests and in observance of the principle of good faith, decide to enter into this AGREEMENT FOR THE SUPPLY OF PETROLEUM-DERIVED PRODUCTS FOR AVIATION (the “Agreement”), under the following clauses and conditions:

CLAUSE ONE – OBJECT

1.1The SUPPLIER undertakes to supply, successively and periodically, to the BUYER, and the latter to acquire from the SUPPLIER, throughout the entire term of this Agreement, the volumes of the product Aviation Kerosene - JET A (“Product”) necessary to supply its aircraft in operation at the Locations, as indicated in Annex I and Annex II, which, duly initialed by the Parties, are part of this instrument.

1.1.1The BUYER agrees that it is its contractual obligation (i) to acquire the entirety of the Global Minimum Volume, stipulated in Annex I, by the end of the term of this Agreement, in the period between [***] and [***], as well as (ii)[***].

1.1.2If the BUYER does not acquire the entirety of the Global Minimum Volume by the end of the term of this Agreement, the Agreement may be extended for a period equivalent to [***] of the term mentioned in item 2.1, by express agreement between the Parties and aiming at the full performance of the Agreement.

1.1.3If the BUYER does not acquire, by the end of the contractual term, considering any extension, the entirety of the Global Minimum Volume, [***], as well as the [***].

1.2Either Party may, at any time and without any burden, cease operations in any of the Locations listed in Annex I, provided that it notifies the other Party at least [***] days. In such event, the Parties shall remain obligated to perform this Agreement with respect to operations in the other Locations, while also safeguarding the obligations already assumed by either Party in the Location(s) where the definitive interruption of operations occurs.

1.2.1If the definitive interruption of operations at a given Location occurs by decision of the BUYER, the obligation to purchase the Global Minimum Volume, set forth in Annex I, shall be maintained. The definition of the Locations that will absorb the Total Estimated Volume of the Location eventually excluded must be previously agreed between the Parties, especially considering the value of the [***] and the service capacity of the SUPPLIER.

1.2.2In turn, if the definitive interruption of operations at a given Location occurs by decision of the SUPPLIER, the Total Estimated Volume for the Location in question will be automatically excluded from this Agreement, proportionally to what has actually been consumed (pro rata).

1.3In the event of a proven temporary impossibility on the part of the SUPPLIER, to supply its Product in any of the Locations listed in Annex I, for as long as such situation persists, the BUYER may purchase Product from another distributor, so as to maintain the normality of its operations or their regularity, without breach or violation of the duties assumed in this Agreement. The following shall be considered reasons for temporary impossibility: (i) sectoral or general strikes, (ii) stoppages of any nature arising from fortuitous event or force majeure, (iii) natural disasters, or (iv) acts of an administrative, tax, or judicial nature that prevent the SUPPLIER from supplying the Product within the schedule and conditions established between the Parties, without any reimbursement by the SUPPLIER.

1.3.1Specifically in situations caused by the exclusive fault of the SUPPLIER and that are not included in the hypotheses mentioned in item 1.3, the BUYER may purchase Product from another distributor, so as to maintain the normality of its operations or their regularity, without breach or violation of the duties assumed in this Agreement, in which cases the SUPPLIER undertakes to bear [***], limited to [***], for a maximum and non-extendable period of [***]. After this period, if there is no reestablishment by the SUPPLIER of the operation at the Location in question, the Parties agree that the BUYER may be released from the obligation to purchase the Total Estimated Volume of such Location, proportionally to what has actually been consumed (pro rata), upon agreement between the Parties and being free to seek another supplier at this Location.

1.3.1.1An eventual strike by employees of the SUPPLIER previously scheduled and known by the SUPPLIER, which may impair the execution of the object of this Agreement, shall not be considered a fortuitous event.

1.3.2The Parties establish that, if the SUPPLIER notifies the BUYER about the aforementioned temporary impossibility of supply, provided that such temporary impossibility did not arise from any fact or act of exclusive responsibility of the SUPPLIER (for example, but not limited to, product contamination outside the logistics chain under the responsibility of the SUPPLIER), with a minimum advance of [***] in relation to the scheduled time for the supplies in question, so as to enable the BUYER to duly replan its activities, the SUPPLIER shall be exempt from the reimbursements/penalties provided for in this Clause. If the operation of the SUPPLIER is not reestablished within [***] at the Location in question, the Parties agree that the BUYER may be exempt from purchasing the Total Estimated Volume for such Location, proportionally to what was actually consumed (pro rata), by agreement between the Parties and being free to seek another supplier at this Location.

1.4Considering that the supplies carried out by the BUYER are regulated by the National Civil Aviation Agency and the BUYER must use its best efforts to strictly follow its departure schedules, the SUPPLIER must use its best efforts to observe and strictly comply with the fueling schedules of the BUYER’s flights. In this regard, the SUPPLIER must take responsibility for delays in departure times due to fueling failures, undertaking to reimburse the BUYER for the amount of direct expenses/damages in the manner set forth in item 1.4.1 below, if the reason for these delays is proven to be attributable to the direct and exclusive actions of the SUPPLIER, with express

exceptions for acts of God or force majeure, for which the SUPPLIER shall not be held liable. Likewise, the SUPPLIER shall not be held liable if the BUYER fails to inform, with reasonable minimum advance notice for the reorganization of supplies by the SUPPLIER, any type of change or delay in the flights usually scheduled.

1.4.1The SUPPLIER shall reimburse the BUYER for the direct damages it may suffer that arise from flight delays longer than [***] or flight cancellations, under the terms of ANAC Resolution 400, subject to a limit of [***] per occurrence. The BUYER hereby acknowledges that there is no liability on the part of the SUPPLIER for any indirect damages and lost profits that may be experienced by the BUYER as a result of the said delays.

1.4.1.1After [***] of effectiveness of this Agreement, the amounts corresponding to the fine in subitem 1.4.1 shall undergo [***] monetary adjustment, calculated in accordance with [***]. At any time, by express agreement between the Parties, the amount of the above fine may be changed.

1.4.2Any occurrence of an alleged delay in supplies must necessarily be communicated by the BUYER to the SUPPLIER within a non-extendable period of [***], consecutive days, counted from the date of the event, by email sent to the commercial contact(s) of the SUPPLIER that serves the BUYER, under penalty of the SUPPLIER being released from the reimbursement provided for in subitem 1.4.1 above.

1.5Considering that it is essential for the proper planning of Product stock at each Location by the SUPPLIER, the BUYER will make its best efforts to inform the forecast of the air network at each Location, [***] days in advance for regular flights and [***] days for charters. The SUPPLIER shall be exempt from paying the reimbursements or penalties provided for in items 1.3 (and subitems) and 1.4 (and subitems) above, if the BUYER does not send the consumption forecast within the advance period provided for in this clause or if the difference in the [***] volume consumed is above [***] of the average volume consumed in the [***] at each Location.

1.6The Parties agree that in the situations in which the provision of subitem 1.3.1. above applies, that is, when the momentary impossibility of supply leads to the purchase of Product by the BUYER from third parties, with the respective reimbursements provided therein, there will be no charge for flight delay as established in item 1.4 (and subitems).

1.7For the purposes of paying the reimbursements and/or penalties provided for in items 1.3 (and subitems) and 1.4 (and subitems), the BUYER authorizes the automatic deduction by the SUPPLIER from the invoices issued and due, within up to [***] days after proof of the triggering event of such occurrences.

CLAUSE TWO – TERM OF VALIDITY

2.1 The term of validity is that indicated in item III of the preamble of this instrument, and may only be extended through the execution of the corresponding amendment between the Parties.

CLAUSE THREE – SUPPLY

3.1 The Product will be delivered by SUPPLIER or by its representatives, to the BUYER, in accordance with the orders and in the quantities requested by the latter.

3.2 The Product must meet the current technical specifications established by the competent authorities, observing the quality of service and promptness of service characteristic of the SUPPLIER. The SUPPLIER must respond to quality audits conducted by the BUYER, or by a company designated by it, limited to the scope of this Agreement and to the Locations where the supply provided for in this Agreement is carried out, within a period of up to [***] business days, as well as comply with the items of the IATA Operational Safety Audit (IOSA) checklist, which will be based on Annex III of this Agreement, and may be amended at any time provided that such amendments result from changes in the rules and resolutions applicable to this Agreement.

3.3 The quantity of Product supplied by the SUPPLIER to the BUYER will be measured at the time of refueling, by means of appropriate equipment, for billing purposes.

3.4 The SUPPLIER, responding to the request of the representative(s) of the BUYER, will carry out the refueling of the indicated aircraft, with the said aircraft refueling operation to be accompanied by the BUYER

through its representative(s), observing the minimum safety distance regularly required. Once refueling is completed, the SUPPLIER will issue an internal document called “Refueling Note”, in which the volume supplied and other information and identifications related to the operation will be stated, which document, signed by the representative of the BUYER, will characterize the receipt of delivery of the Product for all legal intents and purposes.

3.5 The supply now contracted will be subject to the legislation in force and subject to changes that may be introduced or imposed by the governmental bodies responsible for the national supply of petroleum derivatives.

CLAUSE FOUR – PRICE AND PAYMENT

4.1 Payments for the Product purchased by the BUYER must be made on their respective due dates, in the amounts set forth in the billing document issued by the SUPPLIER, by means of a deposit into a bank account to be informed to the BUYER.

4.2 It is hereby agreed that all invoices issued by the SUPPLIER for the supply of the Product will be subject to [***] billing through which all amounts owed by the BUYER, in that period, by virtue of the purchase of Product from the SUPPLIER, in accordance with the volumes requested by the BUYER, with a term of [***] days for the effective payment.

4.3 The prices of the Product will be those practiced by SUPPLIER on the day of the respective supply, which will be informed to the PURCHASER [***], in accordance with the provisions of this Agreement. In this sense, the formula for determining the final prices in the manner indicated below is a reference based on the total cost of supplying the Product in effect on the date on which the Parties stipulated the commercial conditions applicable to this Agreement, and may be changed (prices increased, reduced, added or subtracted) as a result of variations inherent to the aviation fuel market, such as changes in the prices of fuel products determined by the sources supplying aviation fuels, in taxes, in logistics costs and/or in any factors composing prices.

Pricing Formula:

[***]

4.3.1 [***].

4.3.2 [***].

4.3.3 [***].

4.3.4 [***].

4.3.5 [***].

4.4 Regardless of the right of the SUPPLIER to consider this Agreement terminated, pursuant to subitem 15.1.1, in the event of delay or non-payment of any debt by the BUYER, from the original due date of the invoice, interest of [***], in addition to a late payment fine of [***].

4.5 The Parties agree that, should the BUYER choose to, eventually, make the early payment of the amounts owed to the SUPPLIER, it may make the deposit of such amounts into a bank account to be indicated by the SUPPLIER, at any time, provided that it communicates such fact at least [***] in advance and there is acceptance by the SUPPLIER. In this case, the SUPPLIER will grant a credit note to the BUYER, the amount of which will be obtained by means of [***].

4.6 SUPPLIER may make available the electronic sending of invoices and the “txt” file, on the first business day following the closing of the period to the BUYER, providing greater agility in the billing and payment procedure. The Parties may also adopt another billing method that they deem convenient for both, with the incidence, pro rata, of financial charges on any payment term requested by the BUYER and granted by the SUPPLIER.

4.6.1 In cases where the SUPPLIER does not send the aforementioned electronic means, the Parties may agree on a new payment term.

4.7 The BUYER undertakes not to make deposits into any checking account of the SUPPLIER without an issued invoice.

4.8 Any price or payment term conditions provided by the SUPPLIER to the BUYER different from those established in this Agreement shall be understood as mere liberality and may, therefore, at any time, be suspended or discontinued, at the sole discretion of the SUPPLIER.

4.9 In the event of the occurrence of the cases indicated below, the SUPPLIER may suspend or [***], including those established in this Agreement, and must, however, subsequently notify the BUYER, [***]:

(i) in case of default in the payment of the Product supplied by SUPPLIER to BUYER [***] business days; or

(ii) [***]

CLAUSE FIVE – TAX MATTERS

5.1 All taxes (duties, fees, fiscal or parafiscal contributions and any emoluments) arising directly or indirectly from this Agreement or its performance shall be the exclusive responsibility of the party obliged to pay them, as defined by tax legislation, without the right to any reimbursement by the other Party, whatever the title, except as provided in this Agreement and in the Tax Agreements contained in Annex V.

5.2 BUYER communicates and presents the obtaining of the Special ICMS Regime, duly approved by the State Finance Department and within the term of validity, the BUYER must observe the conditions set forth in the “Term of Responsibility” executed by the BUYER before the SUPPLIER and in the Clauses below.

5.3 Whenever the BUYER communicates and presents the obtaining of the Special ICMS Regime, duly approved by the State Finance Department, the SUPPLIER will make every effort so that the parameterization of its system is carried out within [***] business days, counted from the formal communication by the BUYER, according to the start of its effectiveness and under the terms of the special regime and/or legislation, recommending the temporary interruption of billing to prevent issuances with outdated parameters. If the benefit has been obtained and the billing is not contemplating the benefit, the SUPPLIER must follow the procedures provided for in the current tax legislation to reimburse the BUYER for the amount overtaxed.

5.3.1 Whenever necessary, the SUPPLIER must present the list of Invoices within [***] business days from the communication by the BUYER of the alleged discrepancy.

5.3.2 After the systemic parameterization established by this Clause, the SUPPLIER must inform the BUYER of the price changes before the invoicing of the Invoices. In the event of disagreement by the BUYER regarding the calculation presented with respect to the BUYER’s special regime BUYER must make a formal inquiry to the tax authorities in order to clarify the methodology and, above all, the start of the effectiveness of the new calculation. If a discrepancy is found, the SUPPLIER must follow the procedures provided for in the tax legislation. In the case of an issue that does not concern the BUYER’s special regime, the formal inquiry to the tax authorities must be made directly by the SUPPLIER.

5.3.3 The BUYER is responsible as the sole debtor in the event that the SUPPLIER suffers assessments in tax procedures and collections through judicial or administrative proceedings or procedures directly related to the said Special Regime and caused solely and exclusively by the BUYER, which result in a financial burden of any nature to the SUPPLIER. In this sense, the BUYER undertakes before the SUPPLIER, through this Agreement, to reimburse it for any financial losses resulting from information that may not correspond to reality, which includes fines, late payment interest, monetary adjustment, expenses with administrative and/or judicial defense, court costs and fees, extrajudicial notifications, as well as to secure the debt by any means permitted by Law. For this reimbursement to occur, the SUPPLIER must inform the legal department of the BUYER, through the e-mail [***], the receipt of any and all summons, notification or subpoena related to inspections, inquiries, assessments or tax executions within [***] business days of its receipt. Likewise, any defense, appeal or counter-arguments to appeals by the SUPPLIER related to the provisions of this Clause must be sent for approval by the BUYER at least [***] business days before the final deadline.

5.3.4 Commits to BUYER, also, to immediately inform the SUPPLIER about any possible revocation of the referred Special Regime, under penalty of bearing the pertinent sanctions provided for in this instrument and/or in law.

CLAUSE SIXTH – OBLIGATIONS OF THE SUPPLIER

6.1 The obligations of the SUPPLIER are:

a) Provide the Product necessary [***], respecting the Global Minimum Volume, by the BUYER, at the Locations defined in Annex I and Annex II, respecting the provision of item 1.5, at times compatible with the operation of its flights in Brazil and, abroad, in accordance with local regulations, as well as all other non-regular flights, charters, training, repositioning flights of the BUYER that require fuel supply, at the Locations listed in Annex I and Annex II, provided that they are previously informed by the BUYER to the SUPPLIER, with reasonable advance notice for the scheduling by the SUPPLIER.

b) Maintain quality of service and promptness of assistance according to the standards agreed for operations of this nature, making all possible efforts and resources available for the proper progress/execution of the object of this Agreement.

c) Safeguard and protect the confidential information to which it has access, as well as the assets and property delivered by the PURCHASER for the performance of the object of this Agreement.

d) Provide personnel and material qualified for the performance of the object of this Agreement.

e) Strictly follow the refueling of the aircraft of the PURCHASER on the days and at the times of its flights.

f) Communicate with reasonable advance notice any changes necessary for the refueling of the aircraft required by the PURCHASER.

g) Maintain the quality of the Product supplied within the technical specifications, free of water or other contaminants, and keep available the reports of the periodic tests necessary to prove such quality. The PURCHASER may request the SUPPLIER, at any time, the results of the quality evaluations carried out on the fuel used in refueling the aircraft of the PURCHASER. The SUPPLIER must send the documentation requested to the PURCHASER within [***] hours after the request, except in the case of a critical situation that compromises flight safety, in which case the deadline for submitting the documentation will be [***] hours.

h) Comply with and ensure compliance, by itself, its employees and agents, with all legal determinations and regulations related to its activities as a distributor of petroleum derivatives.

i) Keep the BUYER informed about the reasons for any delays occurring in refueling operations, defining the necessary improvements for monitoring and optimizing operational performance, bearing the sanctions provided for in subitem 1.4.1 above, if applicable.

j) Standardize the exchange of information about airports using the IATA code in delay reports, price tables and other reports as agreed between the Parties.

k) Maintain all legally required insurance in force for the execution of this Agreement.

l) Be responsible for any damage caused by its employees or equipment to the BUYER's aircraft, if the exclusive fault of the SUPPLIER.

CLAUSE SEVEN – OBLIGATIONS OF THE BUYER

7.1 The obligations of the BUYER:

a) Purchase from the SUPPLIER, during the term of the agreement, the entirety of the Global Minimum Volume, [***], as stipulated in Annex I and Annex II.

b) Make the payments of the amounts corresponding to the supplies made by the SUPPLIER, according to what is stipulated in this Agreement.

c) Comply with and cause compliance with all Laws and Regulations and standards in force, related to the performance of its activities, being responsible for the payment of any amounts disbursed by the SUPPLIER or for any loss that it may suffer as a result, directly or indirectly, of the non-fulfillment of this obligation.

d) Maintain and preserve in perfect condition, operation, cleanliness and presentation all materials, elements and items that make up the brand of the SUPPLIER, while the supply lasts, including preserving the environment.

e) Safeguard and protect the confidential information to which it has access, as well as the assets and any goods delivered by the SUPPLIER for the execution of the object of this Agreement.

f) Comply with and ensure compliance by itself, its employees and agents, with all legal determinations and regulations related to its activities.

g) Communicate with reasonable advance notice any changes necessary for the refueling of the aircraft.

EIGHTH CLAUSE – EXTRAORDINARY REFUELING PROCEDURES

8.1 If the BUYER requests that the SUPPLIER carry out the refueling through a procedure different from that regularly used for refueling the BUYER’s aircraft, the SUPPLIER may recover from the BUYER any and all additional costs that it may incur to meet such requests, provided that it is previously agreed between the Parties, it being certain that the service will be subject to operational feasibility and full compliance with the regulations in force. For the purposes of this Clause, refueling by gauge is not considered a procedure different from that regularly used.

NINTH CLAUSE – FUEL PANEL OPERATIONS

9.1 The BUYER and its agents shall be responsible for operating all the valves, switches and fuel quantity indicators on their aircraft, but if the SUPPLIER is requested to do so, in whole or in part, and has the technical and operational conditions to meet such request, the BUYER hereby undertakes to keep the SUPPLIER free and harmless from any claim, judicial or administrative demands, losses and damages and any type of indemnity that may be claimed as a result of problems caused by the incorrect operation of such equipment, except in the event that the SUPPLIER or its agents acted with proven willful misconduct or fault.

9.1.1 The SUPPLIER may only assign employees to carry out fuel panel operations who have been duly trained and qualified by the BUYER for such activity.

TENTH CLAUSE – FUELING IN THE PRESENCE OF PASSENGERS

10.1 In Locations where airport authorities allow refueling or defueling of aircraft with passengers on board, or during the boarding/disembarking of passengers, the SUPPLIER will carry out such refueling, it being hereby acknowledged by the PURCHASER that:

a) the PURCHASER and its representatives or agents are aware of and comply with the provisions contained in the internal regulations of the airport authorities related to operations in the Locations where it is permitted;

b) the PURCHASER will provide its representatives or agents with all necessary instructions regarding passenger safety during refueling or defueling operations and that such instructions will be strictly observed;

c) that passengers boarding or disembarking from the aircraft will be guided safely along a route away from the location of the operations, under the supervision of a duly qualified and competent representative of the PURCHASER .

ELEVENTH CLAUSE – DEFUELING PROCEDURE

11.1 In any of the Locations listed in Annex I, once it is demonstrated that the defueling service and the storage of the resulting fuel volumes can be carried out in accordance with the operational, control, and quality procedures required by the BUYER and by the airport authorities, such service may be provided by the SUPPLIER to the BUYER without any disbursement by the BUYER, provided that limited to [***]. Any additional defueling will be requested by the BUYER and carried out through specific negotiation between the Parties.

11.2 The SUPPLIER may, at its sole discretion:

a) store at its own facilities the volume of fuel resulting from the defueling service;

b) segregate and store the fuel for refueling the same aircraft from which the product was removed or for fueling another aircraft operated by the BUYER;

c) dispose of the fuel resulting from the defueling and subsequently credit the BUYER with the value of the volume removed from its aircraft, deducting all costs, charges, taxes and/or fees incurred by the SUPPLIER to give the appropriate destination to the said fuel.

11.2.1 Once the de-stand operation has been carried out, the SUPPLIER shall send to the BUYER a document indicating the volume of fuel removed in the de-stand operation and, subsequently, upon return of the product will issue a document with the volume of fuel actually returned.

TWELFTH CLAUSE – SUPPLY IN CASE OF AIRCRAFT HIJACKING

12.1 The SUPPLIER shall not be obliged to refuel or perform de-stand services on any aircraft of the BUYER that is proven or presumably under the control of hijackers, even if the Location in which such aircraft is found is listed in Annexes I and II of this Agreement.

THIRTEENTH CLAUSE – SAFETY AND ENVIRONMENT

13.1 The BUYER and the SUPPLIER are responsible for complying with the laws and regulations pertinent to the protection of the environment and public health, including obtaining and maintaining valid all licenses, authorizations, and studies required for the full development of their activities, and must also adopt the appropriate measures and procedures in order to avert any risk of damage that may be caused by the activities they carry out.

13.2 The BUYER undertakes to comply and to ensure that all determinations and requirements of the SUPPLIER are complied with by its agents and representatives with regard to the safety rules and handling of the Product that is the subject of this Agreement, as well as in relation to the use, conservation, and maintenance of equipment owned by it.

13.3 The BUYER also undertakes to report immediately to the SUPPLIER any defect or specification error found in the Product supplied under this Agreement.

13.4 The BUYER also undertakes to notify the SUPPLIER, by registered letter and the competent government authorities, in accordance with the environmental legislation in force, of any environmental accident involving the Product supplied under this Agreement, immediately after its occurrence. From this communication, the BUYER and SUPPLIER, will jointly take all emergency measures necessary to mitigate the effects of said accident until its causes are clarified.

13.5 The BUYER and the SUPPLIER are responsible for adopting the necessary measures for environmental protection. The Party that causes any damage to the environment through proven action or omission by itself, its employees, agents, or contractors shall be solely responsible before public authorities and representatives and third parties, as well as for any indemnities arising from damages or losses caused, and shall reimburse the other party for all costs that it has borne due to the identified environmental damages.

13.6 Any damages that the innocent Party, third parties, or the environment may suffer as a result of any act or omission by its agents, employees, or subcontractors shall be borne exclusively by the infringing Party, subject to the provisions of this Agreement. In this sense, the infringing Party undertakes, on an irrevocable and irreversible basis, responsibility for any administrative or judicial act for which it has been the sole cause, that may be brought by third parties against the innocent Party, being fully liable for the payment of any judgments and may also be called to join the lawsuit in accordance with the provisions of the Brazilian Code of Civil Procedure.

FOURTEENTH CLAUSE – [***]

FIFTEENTH CLAUSE – TERMINATION, RESOLUTION AND PENALTY

15.1 This Agreement may be terminated by operation of law, at the discretion of the innocent Party, regardless of judicial or extrajudicial notice or demand, with the application to the breaching Party of the penalty provided for in item 15.3 and subitem 15.3.1, upon the occurrence of any of the following events:

15.1.1 Untimeliness by the BUYER in paying the invoice for the purchase of Product to the SUPPLIER, after the period of [***] business days from the maturity of said instrument has elapsed. [***]

15.1.2 The failure by the BUYER to fulfill its obligation to acquire the Global Minimum Volume and the [***], set forth in Annex I and Annex II.

15.1.3 Filing of protests or executions in amounts exceeding the share capital of any of the Parties.

15.1.4 Revocation of any license issued by an official body that is mandatory for the supply of the Product and that impacts the performance of the Agreement by the SUPPLIER.

15.1.5 Assignment or transfer of this instrument without the prior consent of any of the Parties.

15.1.6 In the event of non-compliance by either Party with any applicable anti-corruption laws.

15.2 In the event of noncompliance with any of the clauses or conditions established in this Agreement, the breaching Party shall be notified to remedy the irregularity within a maximum period of [***] days under penalty of being deemed in default, allowing the non-breaching party to terminate this Agreement, without exempting the breaching party from paying the penalty described in item 15.3 to be paid to the non-breaching party.

15.3 The Party that causes the contractual termination, under the terms of items 15.1 and 15.2, shall be subject to the payment of a termination penalty, limited to the amount of [***].

[***].

15.4 Regardless of other penalties applied, the breach of this Agreement by either Party shall subject the breaching Party to full reimbursement of direct damages that are ascertained and duly proven by the non-breaching Party. [***]

15.5 The term of this commercial relationship shall be suspended or shall end, as the case may be, without the application of penalties, in the following circumstances: a) governmental acts that prevent the supply of the Product; and b) filing or declaration of bankruptcy, judicial reorganization, or judicial or extrajudicial liquidation of either Party, except for the return provided for in items14.3 and 14.3.1.

15.6 This Agreement shall have its application suspended, without burden to either Party, as a result of events of force majeure, as well as due to a fortuitous event (such as war, third-party strikes, acts of government), provided they are duly proven, that prevent the SUPPLIER from proceeding with the delivery of the Product and/or the BUYER from temporarily receiving them, respectively, and provided that there is no substitute supplier at the location. If there is, it shall be incumbent upon the SUPPLIER to maintain the supply under the terms of this Agreement.

15.6.1 The Agreement may be lawfully terminated by the Parties if the event or its effects last longer than [***] days counted from the date of its beginning and impact the supply to all Locations listed in Annex I and Annex II, in which case the affected Party undertakes to promptly notify the other Party, in writing, of the reason and date of the suspension of the performance of the Agreement and the reasons that justified the event of force majeure or fortuitous event, providing evidence thereof. In this case, the Agreement may be terminated, [***].

15.6.2 If the event or its effects impact the supply at one or more Locations listed in Annex I and Annex II, without, however, affecting all Locations, this Agreement shall remain in force with respect to the Locations not impacted. In this case, if the event or its effects last more than [***] days counted from the date of its beginning, the Agreement may be terminated only with respect to the affected Location(s), and the refund provided for in items 14.3 and 14.3.1 shall be due, proportionally to the Total Estimated Volume per Location for the Location in question.

SIXTEENTH CLAUSE – LABOR LIABILITY

16.1 Respecting the nature of this Agreement, the professionals hired by the SUPPLIER for the supply of the Product now contracted shall be subject to the rules and orders of the SUPPLIER and shall have an employment relationship only with it, and no employment relationship shall be established between these professionals and the BUYER.

16.2 Any and all cost or expense, whether labor-related or not, involving the professionals hired by the SUPPLIER including, but not limited to, payment of salary, overtime, additional pay, charges related to the National Institute of Social Security or to the Severance Indemnity Fund for Length of Service, expenses and attorneys’ fees related to labor lawsuits and indemnities, shall be the sole and exclusive responsibility of the SUPPLIER. On the other hand, any and all cost or expense, whether labor-related or not, involving the professionals hired by the BUYER including, but not limited to, payment of salary, overtime, additional pay, charges related to the National Institute of Social Security or to the Severance Indemnity Fund for Length of Service, expenses and attorneys’ fees related to labor lawsuits and indemnities, shall be the sole and exclusive responsibility of the BUYER.

16.3 The SUPPLIER undertakes to hold the BUYER harmless from any and all labor liabilities that, under the terms of this Agreement, are not the responsibility of the BUYER, including the civil and labor liabilities mentioned in the Clause above, and undertakes to indemnify the BUYER, for any and all losses that may be borne, suffered or incurred by the BUYER as a result of the attribution of labor liabilities to the BUYER that, under the terms of this Agreement, are attributable to the SUPPLIER. On the other hand, the BUYER undertakes to hold the SUPPLIER harmless from any and all labor liabilities that, under the terms of this Agreement, are not the responsibility of the SUPPLIER, including the civil and labor liabilities mentioned in the clause above, and undertakes to indemnify the SUPPLIER, for any and all losses that may be borne, suffered or incurred by the SUPPLIER as a result of the attribution of labor liabilities to the SUPPLIER that, under the terms of this Agreement, are attributable to the BUYER.

16.4 The SUPPLIER and the BUYER are entirely responsible for their respective employees and agents that are part of their work teams, for all their acts and actions, including for any material damages they may cause to persons, property and the environment, as well as for any labor claims that may be filed.

16.5 The Parties declare their strict observance of the Federal Constitution, which in its article 7, item XXXIII, prohibits the work of minors under 18 (eighteen) years of age in night, dangerous or unhealthy activities and of minors under 16 (sixteen) years of age in any work, except as apprentices from 14 (fourteen) years of age, as well as declare that they are aware that proof of the use of child and adolescent labor in their activities, in disagreement with the legislation cited above, will entitle the other party to terminate this Agreement without the application of any penalty, except for the refund provided for in items 14.3 and 14.3.1.

16.6 The Parties undertake not to use labor under degrading working conditions in all activities related to the performance of this instrument, entitling the other Party to terminate this Agreement without the application of any penalty, except for the refund provided for in items 14.3 and 14.3.1.

SEVENTEENTH CLAUSE – CONFIDENTIALITY

17.1 The SUPPLIER shall maintain absolute confidentiality over the data, materials, information, documents, technical or commercial specifications owned by the PURCHASER and that it may, eventually, become aware of, directly or indirectly, by virtue of this Agreement, and such items may not be disclosed, published, or in any way made available, directly or indirectly, to any person, under penalty of being considered a serious breach and just cause for termination of the Agreement, and shall be directly liable for any losses and damages arising from non-compliance with this Clause, including, without limitation, loss of profits, loss of opportunity, and loss of production.

17.2 In addition to the provisions established above, the SUPPLIER undertakes, for itself and its representatives, not to make any reference to the name “Azul”, for the purposes of its own publicity, as well as not to disclose the terms of the Agreement without the prior and express authorization of the PURCHASER.

17.3 The PURCHASER shall maintain absolute confidentiality over the data, materials, information, documents, technical or commercial specifications owned by the SUPPLIER and that it may, eventually, become aware of, directly or indirectly, by virtue of this Agreement, and such items may not be disclosed, published, or in any way made available, directly or indirectly to any person, under penalty of being considered a serious breach and

just cause for termination of the Agreement, and shall be directly liable for any losses and damages arising from non-compliance with this Clause, including, without limitation, loss of profits, loss of opportunity, and loss of production.

17.4 In addition to the provisions established above, the PURCHASER undertakes, for itself and its representatives, not to make any reference to the name “Raízen”, “Shell” or “Cosan”, for the purposes of its own publicity, as well as not to disclose the terms of the Agreement without the prior and express authorization of the SUPPLIER.

17.5 Notwithstanding the provisions in the items above, the following situations shall constitute legitimate grounds for exception to the confidentiality obligation:

a) the information was demonstrably known prior to the contracting negotiations;

b) there was prior and express consent from the BUYER or the SUPPLIER regarding the release from the obligation of secrecy and confidentiality;

c) the information was demonstrably known from another source, in a legal and legitimate manner, independently of this Agreement;

d) court and/or governmental order for disclosure of the information.

17.6 Any disclosure about any aspect or information of this Agreement is restricted to prior authorization of the Parties, except for the mere information about its existence.

EIGHTEENTH CLAUSE – CONTRACTUAL NOVATION

18.1 This Agreement constitutes the entire agreement between the Parties with respect to the supply of aviation fuels by the SUPPLIER to the PURCHASER and replaces any and all prior agreements, contracts, or commitments entered into between the Parties regarding this subject matter, except for the [***].

18.2 By virtue of the provisions of item 18.1 above, the Parties, by mutual agreement, resolve to:

(i) terminate the Supply Agreement executed between SUPPLIER and the PURCHASER on [***] (“Azul Supply Agreement”), it being certain that the obligations set forth therein related to the locations served by the SUPPLIER, Raízen Participation and [***]shall be maintained and observed by the Parties in accordance with the provisions of Annex II of this Agreement;

(ii) terminate the Supply Contract entered into between SUPPLIER and the BUYER on [***] (“Azul Conecta Supply Contract”), it being certain that the obligations provided therein related to the locations served by the SUPPLIER, [***] will be maintained and observed by the Parties in accordance with the provisions of Annex II of this Agreement;

(iii) terminate the Loan Agreements entered into between the SUPPLIER and the BUYER (“Loans”), on [***], through a specific release instrument to be signed between the Parties; and

(iv) terminate the Commitment Terms entered into between the SUPPLIER and the BUYER, on [***] (“Commitment Terms”).

18.3 Considering the provisions set forth in this Clause, it is certain and agreed between the Parties that from the initial effective date of this Agreement all conditions related to the supply of Product by the SUPPLIER to the BUYER shall be governed by this Agreement, respecting the specific provisions set forth in Annex I and Annex II.

CLAUSE NINETEEN – GENERAL PROVISIONS

19.1 This Agreement binds the heirs or successors of the Parties in all its terms, clauses and conditions and may not be assigned or transferred by either of the Parties without the prior consent of the other Party.

19.2 Any gratuities not specified herein, granted by one party to the other, including regarding the receipt of payments, shall not be interpreted as novation, amendment or derogation of the conditions set forth in this Agreement, nor as a waiver of the rights or interests of either of the Parties.

19.3 All notices relating to this Agreement must be sent by one of the Parties to the other, in writing, and, unless specifically agreed otherwise, may be made by e-mail, delivered in person or sent to the Party to be notified at the address set out in the preamble of this Agreement.

19.4 If any event occurs that renders any obligation stipulated herein excessively burdensome for either of the Parties, they hereby agree that, by mutual agreement, they will proceed to review the terms of this Agreement in order to seek to adjust it to the new conditions existing in the market.

19.5 The SUPPLIER undertakes to complete the “Form for Identification of Related Parties”, which forms part of this instrument as Annex IV, declares and assumes full responsibility, under the penalties of the law, for the information provided.

19.6 The parties acknowledge that this Agreement may be signed electronically, which, in such case, shall occur through the use of an electronic signature, in accordance with the provisions of Provisional Measure No. 2.200-2/2001/01, in particular § 2 of Article 10, or through the use of a digital signature, and, in either case, it shall be fully valid and accepted by the parties.

TWENTIETH CLAUSE – ANTI-CORRUPTION

20.1 The Parties hereby declare and undertake to observe all laws, rules, regulations, agreements and conventions applicable to this instrument and their activities, in particular the legislation on antitrust and on combating money laundering and corruption, as well as to act with honesty, loyalty, integrity and good faith, avoiding conflicts of interest within the scope of this Instrument.

20.2 Additionally, the Parties declare that they have their own Codes of Conduct and Policies, with provisions aimed at conducting their business in an upright, ethical, and sustainable manner, and include, without limitation, the prohibition of any form of slave, forced or analogous labor, child labor, the preservation of the environment, compliance with occupational health and safety standards, as well as respect for consumers, employees, service providers and the communities established in the places where the parties carry out their activities.

20.3 The Parties warrant to comply, or cause compliance, by themselves, their affiliates or their owners, shareholders, employees or any subcontractors, with the rules applicable to them concerning acts of corruption and harmful acts against the Public Administration, pursuant to Law No. 12,846/13, and shall (i) maintain internal policies and procedures that ensure full compliance with such rules; (ii) give full knowledge of such rules to all their professionals who will interact with the other Party, prior to the start of their activities within the scope of this Agreement; (iii) refrain from committing acts of corruption and from acting in a manner harmful to the public administration, national or foreign, in the interest or for the benefit, exclusive or otherwise, of the Parties; (iv) if they become aware of any act or fact that violates said rules, immediately notify the other Party, which may take all measures it deems necessary.

TWENTY-FIRST CLAUSE – PROTECTION OF PERSONAL DATA

21.1 The Parties declare, by this instrument, that they comply with all Brazilian legislation on privacy and Protection of Personal Data, including the Federal Constitution, the Consumer Defense Code, the Civil Code, the General Law on the Protection of Personal Data (“LGPD” - Law No. 13.709/2018) and other sectoral or general rules.

21.2 The Parties will process the data of an identified or identifiable natural person (“Personal Data”) to which they may eventually have access by reason of this Agreement solely to perform their obligations described herein, respecting the limits and purposes set forth in this Agreement and in compliance with all laws regarding privacy and the protection of Personal Data. The Parties will not process Personal Data in a manner different from that set forth in this Agreement.

TWENTY-SECOND CLAUSE - CHOICE OF FORUM

22.1 The Parties choose the forum of the judicial district of [***] as the sole competent court to resolve all conflicts and divergences arising from this Agreement, with express waiver of any other, however privileged it may be.

And thus, being fair and agreed, they sign this instrument in 02 (two) counterparts of a single document, in the presence of 2 (two) witnesses, so that it may produce its proper and legal effects.

São Paulo, September 15, 2022.

RAÍZEN S/A

/s/ Jose Antonio Cardoso /s/ Frederico Barbosa Saliba

Name: Jose Antonio Cardoso Name: Frederico Barbosa Saliba

AZUL BRAZILIAN AIRLINES S/A

/s/ Joanna Camet Portella

Name: Joanna Camet Portella

AZUL CONECTA LTDA

/s/ Joanna Camet Portella

Name: Joanna Camet Portella

WITNESSES:

/s/ Bruno Porto Barbosa /s/ Marcia Regina da Silva

Name: Bruno Porto Barbosa Name: Marcia Regina da Silva

ID: [***] ID: [***]

ANNEX I - SUPPLY CONDITIONS FROM 12/16/2022

[***]

ANNEX II – CURRENT COMMERCIAL CONDITIONS OF [***] UNTIL [***]

[***]

ANNEX III – IOSA CHECKLIST

[***]

ANNEX IV - FORM FOR IDENTIFICATION OF RELATED PARTIES

[***]

ANNEX V - TAX AGREEMENTS

[***]

Document

Exhibit 4.22

WARRANT AGREEMENT

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 19, 2026, is by and among reorganized Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”), and the GUC Trust, as initial warrant holder (the “Initial Holder”).

WHEREAS, on May 28, 2025, the Company and its affiliated debtors (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) under the Case No. 25-11176 (SHL);

WHEREAS, on December 10, 2025, the Debtors filed the second amended Joint Chapter 11 Plan of Reorganization of Azul S.A. and its Debtor Affiliates [ECF No. 1031] (as amended or supplemented from time to time, the “Plan of Reorganization”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Plan of Reorganization;

WHEREAS, on December 19, 2025, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order (I) Confirming the Joint Chapter 11 Plan of Reorganization of Azul S.A. and its Debtor Affiliates and (II) Granting Related Relief [ECF No. 1090] (the “Confirmation Order”) confirming the Plan of Reorganization, and the Debtors emerged from their chapter 11 cases on the date first written above (the “Effective Date”);

WHEREAS, pursuant to the Plan of Reorganization and in reliance on the exemption from the registration requirements of the Securities Act and any applicable state securities or “blue sky” laws afforded by Section 1145(a) of the Bankruptcy Code, the Company will issue, pursuant to article 75 of Brazilian Corporations Law, on or as soon as reasonably practicable after the Effective Date, warrants (the “Warrants”) to subscribe for 1,231,164,424,677 common shares of the Company, no par value per share (“Common Shares”), representing an aggregate total of 2.2% of the total number of the Common Shares issuable pursuant to the Plan of Reorganization, calculated on a Fully Diluted basis (subject to dilution by the MIP Interests (as defined in the Plan of Reorganization) and assuming the Other Specified Warrants (as defined herein) and the preemptive rights associated therewith are not exercised), to the GUC Trust for the benefit of the GUC Trust Beneficiaries, as shown in the capitalization table attached hereto as Exhibit B, provided, that following the Effective Date the amount of Common Shares for which the Warrants are exercisable shall be adjusted to equal an amount representing Warrants to purchase 5.5% of the total number of Common Shares to be issued pursuant to the Plan of Reorganization (subject to dilution from the MIP Interests) multiplied by the Trust Percentage (the “Agreed Exercise Amount”);

WHEREAS, the Company will issue or cause to the issued the Warrants as set forth in the Plan of Reorganization and this Agreement pursuant to a settlement with the Creditors’ Committee;

WHEREAS, the Initial Holder shall, in accordance with the GUC Trust Agreement and the terms and conditions set forth herein, administer and distribute the GUC Trust Assets, which includes the Warrants, for the benefit of the GUC Trust Beneficiaries;

WHEREAS, the Company desires to provide for the form and provisions of the Warrants to be granted to the Initial Holder, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company and the Initial Holder; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when issued, the valid, binding and legal obligation of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I. DEFINITIONS

Section 1.1.Definition of Terms. As used in this Agreement, the following capitalized terms shall have the following respective meanings:

(a)“Additional Common Shares” has the meaning set forth in Section 2.3 hereof.

(b)“Additional Investment Holders Warrants” means the warrants originally subscribed by the Additional Investment Holders pursuant to that certain Warrant Agreement, dated as of February 17, 2026 between the Company, the Additional Investment Holders (as defined therein) and United Airlines, Inc.

(c)“ADS” has the meaning set forth in Section 3.3 hereof.

(d)“Affiliate” has the meaning set forth in Rule 12b-2 of the Exchange Act.

(e)“Aggregate USD Exercise Price” means the Agreed Exercise Amount multiplied by the USD Exercise Price.

(f)“Agreed Exercise Amount” has the meaning set forth in the Recitals.

(g)“American Warrants” means the warrants originally subscribed by American Airlines, Inc. pursuant to that certain Amended and Restated Equity Investment Agreement and that certain Warrant Agreement, each dated as of February 17, 2026 between the Company and the American Airlines, Inc.

(h)“Applicable Stock Exchange” means the stock exchange with the highest volume of trading of Common Shares during the 45-calendar day period immediately preceding any date of determination. For the avoidance of doubt, (i) the Applicable Stock Exchange may include the Brazilian Stock Exchange and any U.S. national or regional securities exchange on which the Common Shares or the ADSs, as applicable, are listed and (ii) for any relevant determination measured over a span of multiple days, the Applicable Stock

Exchange shall be the stock exchange determined as of the first day of such measurement period.

(i)“Arbitral Tribunal” has the meaning set forth in Section 7.11 hereof.

(j)“Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. §§ 101-1532.

(k)“Black Scholes Value” means the value in USD of the unexercised portion of any Warrants remaining on the date of any Registered Holder’s request pursuant to Section 4.6, which value is calculated using the Black Scholes Option Pricing Model for a “call” option, as obtained from the “OV” function on Bloomberg, L.P. utilizing (i) an underlying price per share equal to the volume-weighted average price in USD (“VWAP”) of the Common Shares on the Applicable Stock Exchange for the ten (10) consecutive trading days commencing on (and including) the first full trading day immediately following the first public announcement of the applicable Change of Control, (ii) a strike price equal to the USD Exercise Price in effect on the date of the Registered Holder’s request pursuant to Section 4.6, (iii) a risk-free interest rate corresponding to the stated rate on the United States Treasury security with a maturity closest to the remaining term of the Warrants beginning on the date of the first public announcement of the applicable Change of Control and ending on the date that is four years from the Date of Issuance, (iv) a zero cost of borrow, (v) a remaining term for the Warrants equal to the length of time beginning on the date of the first public announcement of the applicable Change of Control and ending on the date that is four years from the Date of Issuance, and (vi) an expected volatility equal to fifty percent (50%). For the avoidance of doubt, the announcement, public disclosure or approval of any proposed Change of Control, without its consummation, shall not give rise to any right to receive the Black Scholes Value. Attached as Annex A is an illustrative example of the calculation of the Black Scholes Value based on the assumptions set forth therein.

(l)“Board of Directors” means the Board of Directors of the Company.

(m)“Board Ratification Meeting” has the meaning set forth in Section 3.5 hereof.

(n)“Bookkeeping Agent” means the financial institution engaged by the Company to provide securities registration services, which is currently Itaú Corretora de Valores S.A..

(o)“Brazil” means the Federative Republic of Brazil.

(p)“Brazilian Corporations Law” mean Brazilian Law No. 6,404, of December 15, 1976.

(a)“Brazilian Stock Exchange” means B3 S.A.

(b)“Business Day” means any day other than a Saturday, Sunday or any other day on which (i) the Primary Stock Exchange is closed for trading, or (ii) banking institutions in São Paulo, Brazil are authorized or obligated by Law to close.

(c)“Cashless Exercise” has the meaning set forth in Section 3.3(c) hereof.

(d)“Change of Control” means, in each case, with respect to the Company and in connection with a consolidation, merger, sale of substantially all assets or similar transaction: (a) any recapitalization, reclassification or change of the Common Shares (other

than changes resulting from a subdivision or combination) as a result of which all Common Shares would be converted into, or exchanged for, stock, other securities, other property or assets; (b) any share exchange, consolidation or merger of the Company pursuant to which all Common Shares will be converted into cash, other securities or other property; provided, however, that such a transaction in which the holders of all classes of the Company’s ordinary share capital immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction shall not be a Change of Control pursuant to clause (a) or this clause (b); or (c) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s Subsidiaries, in each case (under each of clauses (a) through (c)) if such event is publicly announced between the Date of Issuance and the third anniversary thereof and consummated on or prior to the second anniversary of the date of such public announcement; provided, that, notwithstanding the forgoing, a transaction which triggers an adjustment pursuant to Sections 4.1, 4.2, 4.3 or 4.4 shall not be a Change of Control. For the avoidance of doubt, in no event shall any merger, consolidation, share exchange or similar transaction between the Company and Azul Linhas Aéreas Brasileiras, or between the Company and any other of the Company’s Subsidiaries, constitute a Change of Control under this Agreement.

(e)“Common Shares” has the meaning set forth in the Recitals and shall include any successor security as a result of any recapitalization, reorganization, reclassification or similar transaction involving the Company. For the avoidance of doubt, for all purposes under this Agreement, references to “Common Shares” shall include any Common Shares in the form of ADSs.

(f)“Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Shares or ADSs, but excluding Options.

(g)“Current Sale Price” of the Common Shares on any date of determination means:

(i)if the Common Shares are listed on the Brazilian Stock Exchange or a U.S. national or regional securities exchange on such date, the average closing sale price per share of the Common Shares (or if no closing sale price is reported, the average of the closing bid and closing ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for such date of determination (or, if such date is not a trading day, the immediately preceding trading day), as reported by the Applicable Stock Exchange;

(ii)if the Common Shares are not listed on either the Brazilian Stock Exchange or a U.S. national or regional securities exchange, the average last quoted sale price for the Common Shares (or, if no sale price is reported, the average of the high bid and low asked price for such date) for such date of determination (or, if such date is not a trading day, the immediately preceding trading day), in the over-the-counter market as reported by OTC Markets Group Inc. or other similar organization; or

(iii)in all other cases, as determined in good faith by the Board of Directors.

The Current Sale Price shall be determined without reference to early hours, after hours or extended market trading. If the Common Shares are traded in Brazilian reais on the Applicable

Stock Exchange, or over-the-counter market, the Current Sale Price shall be converted into USD in accordance with the USD/BRL Exchange Rate.

(h)“CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários), the regulatory authority tasked with overseeing the Brazilian capital markets.

(i)“Date of Issuance” has the meaning set forth in Section 2.1(a) hereof.

(j)“Dispute” has the meaning set forth in Section 7.11 hereof.

(k)“Effective Date” has the meaning set forth in the Recitals.

(l)“Exercise Date” means any date, on or prior to the expiration of the Exercise Period, on which the Registered Holder exercises the right to purchase the Warrant Exercise Shares by (i) paying the Exercise Price or satisfying the Cashless Exercise and (ii) submitting the Exercise Form to the Bookkeeping Agent, in whole or in part, pursuant to and in accordance with the terms and conditions described herein.

(m)“Exercise Form” shall mean the exercise form substantially in the form attached hereto as Exhibit A.

(n)“Exercise Price” means the price in Brazilian reais, which is equal to the USD Exercise Price multiplied by the applicable USD/BRL Exchange Rate. The Exercise Price is subject to adjustment from time to time through any applicable adjustment to the USD Exercise Price as provided in Article IV hereof.

(o)“Exercise Period” has the meaning set forth in Section 3.2 hereof.

(p)“Final Class 6 Claims Reconciliation Date” shall mean the date upon which there are no Disputed Claims remaining in Class 6 of the Debtors’ Plan of Reorganization, which shall be no later than the date that is 60 calendar days following the Effective Date; provided, however, that the Final Class 6 Claims Reconciliation Date may be extended upon agreement by the Company and the Initial Holder.

(q)“Fully Diluted” means all Common Shares outstanding as of the applicable measurement date, (i) together with all Common Shares then issuable upon (a) the conversion of Convertible Securities at the then applicable conversion rate, and (b) the exercise of any Options, and (ii) giving effect to the ERO Shares, the Backstop Payment Securities, and any Additional Investment involving the issuance of New Equity Interests, and the exercise of any statutory preemptive rights in accordance with the Transaction Steps, the ERO Procedures, and Brazilian law, as such terms are defined in the Plan of Reorganization; provided, that, for purposes of clauses (i) and (ii), all conditions to the convertibility and/or exercisability of Convertible Securities and Options of the Company shall be deemed to have been satisfied, provided, further, that “Fully Diluted” shall not include or account for any dilutive effect arising from (i) the issuance of MIP Interests on account of the Management Incentive Plan (each as defined in the Plan of Reorganization); and (ii) any statutory preemptive rights relating or resulting from the issuance of the Warrants.

(r)“Governmental Authority” means any (i) government, (ii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing

authority or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.

(s)“GUC Trust” means the trust established for the benefit of the GUC Trust Beneficiaries on the Effective Date, in accordance with the Plan of Reorganization and pursuant to the GUC Trust Agreement, to receive, hold, and administer the GUC Trust Assets.

(t)“GUC Trustee” means, in its capacity as such, (i) initially U.S. Bank Trust National Association, as GUC Trustee under the GUC Trust Agreement, and (ii) any successor or replacements duly appointed under the terms of the GUC Trust Agreement.

(u)“GUC Trust Agreement” means that certain General Unsecured Claims Trust Agreement, dated as of February 19, 2026, by and between Azul S.A. and its affiliated debtors and debtors-in-possession and the GUC Trustee.

(v)“ICC Rules” has the meaning set forth in Section 7.11 hereof.

(w)“Initial Holder” has the meaning set forth in the Recitals.

(x)“Law” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the Brazil, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.

(y)“Options” means any warrants or other rights or options to subscribe for or purchase Common Shares or Convertible Securities.

(z)“Other Specified Warrants” means the Additional Investment Holders Warrants, the American Warrants and the United Warrants.

(aa)“Permitted Transferee” has the meaning set forth in Section 2.1(c) hereof.

(ab)“Person” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, or any other entity.

(ac)“Plan of Reorganization” has the meaning set forth in the Recitals.

(ad)“Primary Stock Exchange” means the Brazilian Stock Exchange or, if the Common Shares are not listed on the Brazilian Stock Exchange, the principal U.S. national or regional securities exchange or over-the-counter market on which the Common Shares are listed or traded.

(ae)“Pro Rata Repurchase Offer” means any offer to purchase Common Shares by the Company or any Affiliate thereof pursuant to (i) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder and/or to CVM Rule 215, as of October 29, 2024, as amended, if the Common Shares are listed on the Brazilian Stock Exchange at the time or (ii) any other offer available to substantially all holders of Common Shares (subject to satisfaction of any conditions to participation therein such as those relating to minimum holding percentages or accredited status) to purchase or exchange their Common Shares, in the case of both (i) or (ii), whether for cash, shares of capital stock of the Company, other securities of the Company, evidences of

indebtedness of the Company or any other Person, or any other property (including, without limitation, shares of capital stock, other securities or evidences of indebtedness of a Subsidiary), or any combination thereof, effected while the Warrants are outstanding, excluding, in all cases any tender offer made to holders of fewer than one hundred Common Shares in order to reduce the number of small shareholders of record (odd lot tender offers). The “effective date” of a Pro Rata Repurchase Offer shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase Offer as well as the auction date if the Common Shares are listed on the Brazilian Stock Exchange at the time, or the date of purchase with respect to any Pro Rata Repurchase Offer that is not a tender or exchange offer.

(af)“Registered Holder” has the meaning set forth in Section 2.1(c) hereof; provided, that, for the avoidance of doubt, the Initial Holder and any Permitted Transferee shall be Registered Holders for all purposes under this Agreement; provided, further, that in the event that there is more than one Registered Holder of the Warrants, the term “Registered Holder” shall mean any and all such Registered Holders.

(ag)“Requisite Holders” means the Registered Holders of Warrants exercisable for a majority of the Common Shares issuable upon exercise of all Warrants then outstanding.

(ah)“SEC” means the Securities and Exchange Commission or any other federal agency administering the Securities Act or the Exchange Act.

(ai)“Securities Act” means the Securities Act of 1933, as amended.

(aj)“Strategy Committee” means the statutory committee established pursuant to the Debtors’ amended bylaws as of the Effective Date.

(ak)“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company or other business entity (other than a corporation), a majority of the partnership, limited liability company or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company or other business entity gains or losses or shall be or control the general partner, the managing member or entity performing similar functions of such partnership, limited liability company or other business entity.

(al)“Transfer” means any transfer, sale, assignment or other disposition.

(am)“United Warrants” means the warrants originally subscribed by United Airlines, Inc. pursuant to that certain Warrant Agreement, dated as of February 17, 2026 between the Company, United Airlines, Inc. and the Additional Investment Holders (as defined there).

(an)“USD Exercise Price” means USD$0.0000694306713902942 per share (subject to adjustment from time to time as provided in Article IV).

(ao)“USD/BRL Exchange Rate” means the average between the official sale and purchase price of USD (expressed as the amount of Brazilian reais per one U.S. dollar) as published by the Brazilian Central Bank (PTAX- cotação de fechamento) as of the Business Day immediately prior to the date on which any BRL amount is converted into USD pursuant to this Agreement.

(ap)“Warrant Exercise Shares” means the number of Common Shares issuable upon the exercise of a Warrant, which is subject to adjustment as set forth in Section 2.3 and Article IV and the maximum number of Common Shares as set forth in Section 2.1(b) hereof.

(aq)“Warrant Register” has the meaning set forth in Section 2.1(c) hereof.

(ar)“Warrant Statements” has the meaning set forth in Section 2.1(c) hereof.

(as)“Warrants” has the meaning set forth in the Recitals.

Section 1.2.Rules of Construction.

(a)The singular form of any word used herein, including the terms defined in Section 1.1 hereof, shall include the plural, and vice versa. The use herein of a word of any gender shall include correlative words of all genders.

(b)Unless otherwise specified, references to Articles, Sections and other subdivisions of this Agreement are to the designated Articles, Sections and other subdivision of this Agreement as originally executed. The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Agreement as a whole.

(c)References to “R$” are to Brazilian reais in lawful currency of Brazil, and references to “USD” are to dollars in lawful currency of the United States of America.

(d)The Exhibits attached hereto are an integral part of this Agreement.

ARTICLE II.

WARRANTS

Section 2.1.Issuance of Warrants.

(a)On the terms and subject to the conditions of this Agreement and in accordance with the terms of the Plan of Reorganization, on or as soon as reasonably practicable after the Effective Date (such date, the “Date of Issuance”), the Company will issue the Warrants to the Initial Holder for the benefit of the GUC Trust Beneficiaries (as defined in the Plan of Reorganization).

(b)The maximum number of Common Shares issuable pursuant to exercise of the Warrants shall be a number of Common Shares equal to 2.2% of the total number of Common Shares to be issued by the Company pursuant to the Plan of Reorganization, calculated on a Fully Diluted basis, as such amount will be adjusted in accordance with this Agreement prior to the Exercise Date. For the avoidance of doubt, in no event shall the Exercise Date occur before such reduction has been implemented.

(c)Unless otherwise provided in this Agreement, the Warrants shall be issued by electronic entry registration on the books of the Company maintained by the

Bookkeeping Agent (the “Warrant Register”) and shall be reflected on statements issued by the Company (the “Warrant Statements”) from time to time to the person(s) in whose name such Warrants are registered on the books of the Company (the “Registered Holder” of such Warrants). The Company shall register the Warrants on the Warrant Register, and exercises, exchanges, cancellations and transfers of any outstanding Warrants in accordance with the procedures set forth in Section 5.1 of this Agreement. All Warrants shall be subject to the transfer restrictions set forth in Section 5.1, and, for so long as such restrictions apply, may be transferred only to a person or entity (i) that was a Backstop Commitment Party (as such terms are defined in the Plan of Reorganization) as of the Effective Date, (ii) that is a holder of a Trust Certificate (as such term is defined in the Plan of Reorganization) as of the date of such transfer, (iii) that, with respect to the foregoing clauses (i) and (ii), is an affiliate of any such person or entity, or (iv) with the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed (each, a “Permitted Transferee”). Nothing in this Section 2.1(c) shall be construed to permit any transfer of Warrants other than as permitted under Section 5.1.

(d)The total consideration to be paid by the Initial Holder for the subscription of the Warrants shall be USD$136,680,000, which will be paid by means of the capitalization of Allowed General Unsecured Claims contributed to the Initial Holder by the GUC Trust Beneficiaries (as such terms are defined in the Plan of Reorganization); provided, that such total consideration may be increased upon agreement by the Company and the Initial Holder.

(e)No certificate will be issued due to the Warrants.

Section 2.2.Registration and Countersignature; Evidence of Title. The title of the Warrants shall be evidenced by the deposit account statement issued by the Bookkeeping Agent or, if held in the central depository, by the statement issued in the name of the Registered Holder by the central depository.

Section 2.3.Adjustment of Warrant Exercise Shares.

(a)The Initial Holder acknowledges and agrees that the Company's current shareholders have the preemptive right to subscribe to the Warrants, pursuant to Article 57, paragraph 1, and Article 171, paragraphs 2 and 3 of the Brazilian Corporations Law. If any preemptive right is exercised by a shareholder, the Company shall retain such cash, keep the Agreed Exercise Amount and issue Warrants to such shareholders, provided, that the corresponding Warrant Exercise Shares delivered to the Initial Holder remain unchanged.

(b)On the Final Class 6 Claims Reconciliation Date, the number of Warrant Exercise Shares to be issued by the Company for each Warrant shall be adjusted to reflect the right of the Initial Holder to receive an aggregate number of Warrant Exercise Shares equal to the Agreed Exercise Amount; provided, that any such adjustment shall be made in consultation with the Initial Holder.

(c)In the event the Company shall at any time after the date hereof but prior to the expiration of the Exercise Period issue any Common Shares (the “Additional Common Shares”) upon exercise of the Other Specified Warrants (including, for the avoidance of doubt, exercise by any subsequent holder of such warrants) or any preemptive rights associated therewith, the Agreed Exercise Amount shall be increased by a number of Common Shares equal to the number of such Additional Common Shares multiplied by a fraction (i) the numerator of which is the product of 5.5% and the Trust Percentage and (ii) the denominator of which is (x) one minus (y) the product of 5.5% and the Trust Percentage. The number of Warrant Exercise Shares to be issued by the Company shall be adjusted to reflect the increased

Agreed Exercise Amount but the Aggregate USD Exercise Price will remain unchanged. For the avoidance of doubt, the USD Exercise Price per share shall be multiplied by a fraction (i) the numerator of which is the Agreed Exercise Amount in effect prior to the issuance of the Additional Common Shares and (ii) the denominator of which is the increased Agreed Exercise Amount after the issuance of the Additional Common Shares.

(d)

ARTICLE III.

TERMS AND EXERCISE OF WARRANTS

Section 3.1.Exercise Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of this Agreement, to subscribe one Common Share to be issued by the Company pursuant to the Plan of Reorganization (subject to adjustment from time to time as provided in Section 2.3 and Article IV hereof), at the Exercise Price. Subject to the Registered Holder’s ability to exercise the Warrants pursuant to the Cashless Exercise, the Exercise Price (rounded up to the nearest cent) shall be paid in cash by the Registered Holder by wire transfer.

Section 3.2.Exercise Period. Warrants may be exercised by the Registered Holder thereof, in whole or in part (but not as to a fractional Warrants), at any time and from time to time after the Final Class 6 Claims Reconciliation Date and after the Warrants are adjusted to the Agreed Exercise Amount and prior to 5:00 P.M., São Paulo time and until the date that is the fifth anniversary of the Date of Issuance (the “Exercise Period”). The Company shall publish a notice to Registered Holders in accordance with the Brazilian laws with respect to the commencement of the Exercise Period. To the extent that a Warrant is not exercised prior to the expiration of the Exercise Period, it shall be automatically cancelled with no action by any Person, and with no further rights thereunder, upon such expiration.

Section 3.3.Method of Exercise.

(a)The Warrants may be exercised during the Exercise Period, subject to the procedures of the Bookkeeping Agent, at the sole discretion of its Registered Holder, upon request for exercise and payment of the Exercise Price, and subject to the terms and conditions described in Section 3.3(b) below.

(b)Subject to the procedures of the Bookkeeping Agent, the Registered Holder of any Warrants may exercise, in whole or in part, such Registered Holder’s right to subscribe for the Warrant Exercise Shares issuable upon exercise of such Warrants by providing an Exercise Form substantially in the form of Exhibit A hereto, properly completed and duly executed by the Registered Holder thereof, to the Bookkeeping Agent.

(c)In lieu of paying the Exercise Price by wire transfer, any Registered Holder may elect to exercise the Warrants by authorizing the Company to withhold and not issue to such Registered Holder, in payment of the Exercise Price thereof, a number of such Warrant Exercise Shares equal to (x) the product of (i) the number of Warrant Exercise Shares for which the Warrants are being exercised, and (ii) the USD Exercise Price, divided by (y) the Current Sale Price on the Exercise Date (and such withheld shares shall no longer be issuable under such Warrants and the Registered Holder shall not have any rights or be entitled to any payment in respect to such withheld shares) (the “Cashless Exercise”). The Cashless Exercise shall be considered an adjustment to the number of Warrant Exercise Shares to be delivered to the Registered Holder. For all legal purposes, the Exercise Price of the Warrants subject to a

Cashless Exercise shall be R$1,000, divided by the number of Warrant Exercise Shares and in any event shall never be lower than R$ 0.01 (one cent of a Real).

(d) Unless otherwise elected by the Initial Holder, the Warrants will be issued directly to and deposited with Lumen Trust Ltda. (“Comissário”), who will hold such Warrants until directed otherwise by the Registered Holder in accordance with this Agreement. The Registered Holder may direct the Comissário to exercise the Warrants, receive the Shares in its name and upon written instruction from the Registered Holder deposit such Shares into the Company’s American Depositary Shares (“ADS”) program. Any fractional number of Common Shares that does not reach the necessary number of Common Shares to form one (1) ADS shall remain with the Comissário; provided, however, that the Comissário shall be responsible for, as soon as reasonably practicable and no later than thirty (30) days following the deposit of Common Shares into the Company’s ADS program pursuant to this Section 3.3(d), selling such remaining Common Shares on the Brazilian Stock Exchange, and transferring the full proceeds of such sale, in cash, to the Registered Holder upon receipt of payment instructions from the Registered Holder. The engagement costs related to such appointment of the Comissário, as per the engagement letter sent by the Comissário, shall be borne exclusively by the Company.

Section 3.4.Payment of the Exercise Price. The Exercise Price will be paid in Brazilian currency (Brazilian reais) in compliance with the rules and procedures of the Bookkeeping Agent.

Section 3.5.Issuance of Warrant Exercise Shares and Approval of Capital Increase. At the end of each calendar month during the Exercise Period, the Board of Directors, on dates to be previously disclosed by means of notice to the Registered Holder(s) of the Warrants, shall approve the increase in the Company's capital stock and the issuance of Warrant Exercise Shares resulting from the exercise of the Warrants (a “Board Ratification Meeting”). The Board Ratification Meeting shall not be carried out if no Warrant is exercised during the applicable calendar month.

Section 3.6.Board Ratification Date. For all legal purposes, the Warrants that are exercised during the Exercise Period shall only be considered converted into Warrant Exercise Shares on the date of the respective Board Ratification Meeting (a “Board Ratification Date”).

Section 3.7.Issuance and Credit of Warrant Exercise Shares. The Warrant Exercise Shares subscribed as a result of the exercise of the Warrants shall be issued and credited in the name of the Registered Holder within three (3) Business Days of the applicable Exercise Date.

Section 3.8.ADSs.

(a)For as long as the Company maintains ADSs, the Company shall use best efforts to maintain a sponsored ADS program and enter into a depositary agreement with the Comissário. The agreement entered with the Comissário shall allow the inclusion of any shares issued under the Warrants in the ADS facility, so that the holder of the Warrants is entitled to elect to receive ADSs in lieu of Common Shares.

(b)A Registered Holder shall have the right to elect to receive ADSs in lieu of Common Shares on the applicable Exercise Date. In that event, the Registered Holder shall inform the Company in writing of its decision on or prior to the Exercise Date. If Warrants are in the custody of the Comissário, the Registered Holder shall direct the Comissário to exercise the Warrants and the Comissário shall exercise the Warrants, receive the Common Shares in its

name, and upon written instruction from the Registered Holder, deposit such Common Shares into the Company’s ADS program. If the Warrants are at such time held directly by the Registered Holder, then such Registered Holder shall exercise the Warrants, receive Common Shares directly in its name and take the necessary actions to deposit such shares with the Company´s ADS program. The Company shall take all reasonable measures to cooperate with such deposit.

(c)Each ADS issued pursuant to the ADS program contemplated herein, if/as applicable, shall represent to the fullest extent permitted by applicable law and the terms of the deposit agreement, economically and substantively equivalent to the Warrant Exercise Shares issued upon exercise of the Warrants.

Section 3.9.Authorized Capital.

(a) During the Exercise Period, the Company shall at all times preserve its authorized capital in a manner that allows the issuance of a number of Common Shares equal to the aggregate Warrant Exercise Shares issuable upon the exercise of the outstanding Warrants. The Company shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all such Common Shares may be so issued without violating the Company’s governing documents, any agreements to which the Company is a party on the date hereof, or any requirements of any securities exchange upon which the Common Shares may be listed or any applicable Laws. The Company shall not take any action which would cause its authorized capital not to permit the issuance of such shares required to be issued upon exercise of the Warrant.

(b) The Company covenants that it will take such actions as may be necessary or appropriate in order that all Warrant Exercise Shares issued upon exercise of the Warrants will, upon issuance in accordance with the terms of this Agreement and assuming the corresponding Exercise Price has been duly paid, be fully paid and non-assessable and free from any and all (i) security interests created by or imposed upon the Company and (ii) taxes, liens and charges with respect to the issuance thereof. If at any time prior to the expiration of the Exercise Period the authorized capital of the Company is not sufficient to permit exercise in full of the Warrants, the Company will promptly take such corporate action as may be reasonably necessary (including seeking stockholder approval, if required) to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. Without limiting the generality of the foregoing, the Company will not establish a par value (valor nominal) for its of the Common Shares.

(c) The Company represents and warrants to the Registered Holder that the issuance of the Warrants and the issuance of Common Shares upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

Section 3.10.Fractional Shares. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to issue any fraction of a share of its capital stock in connection with the exercise of any Warrants, and in any case where a Registered Holder of Warrants would, except for the provisions of this Section 3.9, be entitled under the terms thereof to receive a fraction of a share upon the exercise of such Warrants, the

Company shall, upon the exercise of such Warrants, issue or cause to be issued only the largest whole number of Warrant Exercise Shares issuable upon such exercise (and such fraction of a share will be disregarded, and the Registered Holder shall not have any rights or be entitled to any payment with respect to such fraction of a share); provided, that the number of whole Warrant Exercise Shares which shall be issuable upon the contemporaneous exercise of any Warrants shall be computed on the basis of the aggregate number of Warrant Exercise Shares issuable upon exercise of all such Warrants.

Section 3.11.Bookkeeping Agent. The Company shall maintain an agreement with the Bookkeeping Agent for as long as Warrants remain outstanding, and shall not replace the Bookkeeping Agent without the Registered Holder’s approval or terminate such agreement in any manner which interferes with the timely exercise of such Warrants.

Section 3.12.Close of Books. The Company shall not take any action which would reasonably be expected to impede or interfere with the exercise of the Warrants, including closing any applicable corporate books.

Section 3.13.Payment of Taxes. In connection with the exercise of any Warrants, the Company shall pay all expenses in connection with, and all stamp or similar taxes and other charges of any Governmental Authority that may be imposed with respect to, the issuance or delivery of the Warrant Exercise Shares upon such exercise by the Registered Holder; provided, however, that the Company shall not be required to pay (i) any applicable withholding or income tax imposed by any Governmental Authority on the Registered Holder or any other Person or (ii) any stamp or similar taxes and other charges imposed by any Governmental Authority on the issuance or delivery of the Warrant Exercise Shares to any Person other than the Registered Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax or other charge, or has established to the satisfaction of the Company that such tax or other charge has been paid.

ARTICLE IV.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT EXERCISE SHARES

Section 4.1.Adjustment Principles. In order to prevent dilution of the rights granted under the Warrants, the Exercise Price shall be subject to adjustment from time to time through any applicable adjustment to the USD Exercise Price as provided in this Article IV, and the number of Common Shares issuable upon exercise of each Warrant shall be subject to adjustment from time to time as provided in this Article IV.

Section 4.2.In the event of any share split (desdobramento), reverse share split (grupamento), bonus issue, stock dividend or similar capitalization of the Company’s share capital affecting the common shares of the Company, the Warrants shall be automatically and equitably adjusted so as to preserve the economic conditions and advantages originally contemplated hereby. For such purpose, the Company may adjust, as applicable, (i) the number of Common Shares issuable upon exercise of the Warrants, and/or (ii) the Exercise Price of the Warrants (through any applicable adjustment to the USD Exercise Price) as provided in this Article IV, in each case in such manner as the Company reasonably determines to be necessary to maintain the economic rationale of the transaction and to avoid dilution or undue enrichment of the holders of the Warrants. Any such adjustment shall be made in good faith and in accordance with applicable law, and shall not result in an increase in the aggregate USD

Exercise Price payable upon full exercise of the Warrants immediately prior to such adjustment, except for rounding adjustments as may be required.

Section 4.3.Subdivision, Combination, or Issuance of Common Shares. Following the Date of Issuance, in the event that the amount of outstanding Common Shares are increased or decreased by combination (by reverse stock split or reclassification) or subdivision (by any stock split or reclassification) of the Common Shares, any distribution by the Company of additional Common Shares to all holders of Common Shares, then, on the effective date of such combination, subdivision, distribution, or issuance, the number of Warrant Exercise Shares issuable on exercise of the Warrants shall be increased or decreased, as applicable, in proportion to such increase or decrease, as applicable, in the outstanding Common Shares. Whenever the number of Warrant Exercise Shares subscribed upon the exercise of the Warrants is adjusted pursuant to this Section 4.2, the USD Exercise Price shall be adjusted (to the nearest cent (USD$0.000001)) by multiplying such USD Exercise Price immediately prior to such adjustment by a fraction (a) the numerator of which shall be the number of Warrant Exercise Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment and (b) the denominator of which shall be the number of Warrant Exercise Shares so purchasable immediately thereafter.

Section 4.4.Distributions. If the Company at any time after the issuance of the Warrants but prior to the expiration of the Exercise Period fixes a record date for the making of a distribution to all holders of Common Shares of securities whether as dividends, interest on shareholders’ equity, capital reduction or repurchase of shares, evidences of indebtedness, assets, cash, rights or warrants (excluding issuance of Additional Common Shares referred to in Section 4.2), then, in each such case, the USD Exercise Price in effect prior to such record date shall be adjusted thereafter to the price determined by the following formula:

EP1 = EP0 x (CP0 - FV)/CP0

where

EP1 = the USD Exercise Price in effect immediately following the application of the adjustments in this Section 4.3;

EP0 = the USD Exercise Price in effect immediately prior to the application of the adjustments in this Section 4.3;

CP0 = the Current Sale Price of the Common Shares on the last trading day preceding the first date on which the Common Shares trade regular way without the right to receive such distribution; and

FV = the amount of cash and/or the fair market value (in Brazilian reais) of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one Common Share, as reasonably determined in good faith by the Board of Directors, provided that any such amounts shall be

converted into USD based on the USD/BRL Exchange Rate.

Such adjustment shall be made successively whenever such record date is fixed (an “Adjustment Event”). In such Adjustment Event, the number of Warrant Exercise Shares issuable upon the exercise of each Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Warrant Exercise Shares issuable upon the exercise of each Warrant before such adjustment, and (2) the USD Exercise Price in effect immediately prior to the adjustment by (y) the new USD Exercise Price immediately following such adjustment.

In the event that such distribution is not so made, the USD Exercise Price and the number of Warrant Exercise Shares issuable upon exercise of the Warrants then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the USD Exercise Price that would then be in effect and the number of Warrant Exercise Shares that would then be issuable upon exercise of the Warrants if such record date had not been fixed.

Section 4.5.Pro Rata Repurchase Offer of Common Shares. If at any time after the issuance of the Warrants but prior to the expiration of the Exercise Period the Company consummates a Pro Rata Repurchase Offer of Common Shares, then the USD Exercise Price shall be reduced to the price determined by the following formula:

EP1 = EP0 x (OS0 x CP0 ) – AP (OS0 – SP) x CP0

where

EP1 = the USD Exercise Price in effect immediately following the application of the adjustments in this Section 4.4 (but in no event greater than EP0);

EP0 = the USD Exercise Price in effect immediately prior to the application of the adjustments in this Section 4.4;

OS0 = the number of Fully Diluted Common Shares outstanding immediately before consummation of such Pro Rata Repurchase Offer;

CP0 = the Current Sale Price of a Common Share on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer;

AP = the aggregate purchase price in Brazilian reais (including the fair market value, as reasonably determined in good

faith by the Board of Directors, of any non-cash consideration included therein) paid for the Common Shares in the Pro Rata Repurchase Offer, provided that any such amounts shall be converted into USD based on the USD/BRL Exchange Rate; and

SP = the number of Common Shares so repurchased in the Pro Rata Repurchase Offer.

In such event, the Warrant Exercise Shares issuable upon the exercise of each Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of each Warrant before such adjustment, and (2) the USD Exercise Price in effect immediately prior to the adjustment by (y) the new USD Exercise Price immediately following such adjustment. For the avoidance of doubt, no increase to the USD Exercise Price or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrants shall be made pursuant to this Section 4.4.

Section 4.6.Reorganization, Reclassification, Consolidation, Merger or Sale. In connection with any Change of Control, prior to the expiration of the Exercise Period, the Registered Holder shall have the right to acquire and receive, upon exercise of such Warrants, such cash, stock, securities or other assets or property as would have been issued or payable in such Change of Control (if the Registered Holder had exercised such Warrants immediately prior to such Change of Control) with respect to or in exchange, as applicable, for the number of Warrant Exercise Shares that would have been issued upon exercise of such Warrants, if such Warrants had been exercised immediately prior to the occurrence of such Change of Control. The Company shall not effect any Change of Control unless, prior to the consummation thereof, the surviving Person (if other than the Company) resulting from such Change of Control, shall assume, by written instrument substantially similar in form and substance to this Agreement in all material respects (including with respect to the provisions of Article V), the obligation to deliver to the Registered Holder such cash, stock, securities or other assets or property which, in accordance with the foregoing provision, the Registered Holder shall be entitled to receive upon exercise of the Warrants. The provisions of this Section 4.5 shall similarly apply to successive Changes of Control.

Section 4.7.Black Scholes Value. Notwithstanding anything contained in this Agreement, and provided that the Change of Control is other than one in which a successor entity (which may include the Company) that is a publicly traded corporation whose stock is quoted or listed for trading on a principal U.S. national securities exchange assumes the Warrants such that the Warrants shall be exercisable for the publicly traded common stock or equivalent securities of such successor entity, at the request of any Registered Holder delivered at any time commencing on the consummation of any Change of Control through the date that is thirty (30) days after the public disclosure of the consummation of such Change of Control by the Company pursuant to a Current Report on Form 6-K filed with the United States Securities and Exchange Commission, the Company or the surviving Person (as the case may be) shall purchase the Warrants from such Registered Holder on the later of (a) the date of such request, and (b) the date that is eleven (11) trading days immediately following consummation of the applicable Change of Control by paying to the Registered Holder a number of Common Shares for each Warrant equal to (i) the Black Scholes Value divided by (ii) the VWAP of the Common Shares on the Applicable Stock Exchange, for the ten (10) consecutive trading days commencing on (and including) the first full trading day immediately following the first public announcement of the applicable Change of Control. For the avoidance of doubt, no obligation

of the Company or any surviving Person to purchase any Warrants, and no right of any Registered Holder to receive the Black Scholes Value, shall arise solely as a result of the announcement or public disclosure of a proposed Change of Control that is not subsequently consummated and the amount of value owed to the Registered Holder upon any Change of Control shall not in any event be calculated by reference to, or as the greater of, the trading price of the Common Shares and the value of the consideration to be received by shareholders in such Change of Control. The Company shall not effect any Change of Control unless, prior to the consummation thereof, the surviving Person (if other than the Company) resulting from such Change of Control, shall assume, by written instrument substantially similar in form and substance to this Agreement in all material respects (including with respect to the provisions of Article V), the obligation to make such payment to the Registered Holder in accordance with the foregoing provision. The provisions of this Section 4.6 shall similarly apply to successive Changes of Control.

Section 4.8.Notice of Adjustments. Whenever the number and/or kind of Warrant Exercise Shares or the Exercise Price is adjusted (through an adjustment to the USD Exercise Price) as herein provided, the Company shall prepare a written statement setting forth the adjusted number and/or kind of shares issuable upon the exercise of the Warrants and the Exercise Price of such shares after such adjustment, the facts requiring such adjustment and the computation by which such adjustment was made, and shall disclose such information to the Registered Holder of the Warrants by means of a notice to the market (comunicado ao mercado) duly published by the Company in its investor relations website in accordance with applicable Brazilian laws and regulations. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

Section 4.9.Deferral or Exclusion of Certain Adjustments. No adjustment to the USD Exercise Price or the number of Warrant Exercise Shares shall be required hereunder unless such adjustment together with other adjustments carried forward as provided below, would result in an increase or decrease of at least one percent (1%) of the applicable USD Exercise Price or the number of Warrant Exercise Shares; provided that any adjustments which by reason of this Section 4.8 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. No adjustment need be made for a change in the par value of the Common Shares. All calculations under this Section shall be made to the nearest one one-thousandth (1/1,000) of one cent (USD$0.01) or to the nearest one one-thousandth (1/1,000) of a share, as the case may be.

ARTICLE V.

TRANSFER AND EXCHANGE OF WARRANTS

Section 5.1.Registration of Transfers and Exchanges.

(a)Transfer and Exchange of Warrants. The Warrants may be Transferred or exchanged starting from the Final Class 6 Claims Reconciliation Date, in accordance with applicable law. When the a Warrant presented to the Bookkeeping Agent with a written request to (i) register the Transfer of such Warrants, or (ii) exchange such Warrants for other authorized denominations, the Company shall register the Transfer or make the exchange; provided, that (a) the Bookkeeping Agent shall have received a written request of Transfer duly executed by the Registered Holder thereof or by his attorney, duly authorized in writing along with evidence of authority that may be required by the Company, and (b) if reasonably requested by the Company, the Company shall have received a written opinion of counsel reasonably acceptable to the Company that such Transfer is in compliance with the Securities Act, and in each case subject to the transfer restrictions set forth in Section 5.1(b).

(b)Restrictions on Transfer. No Warrants shall be sold, exchanged or otherwise Transferred (i) in violation of the Securities Act or state securities laws of Unites States or the Company’s articles of incorporation or (ii) to any person other than a Permitted Transferee. Any Transfer or purported Transfer of any Warrants in violation of this Section 5.1(b) shall be void ab initio and of no effect.

Section 5.2.Obligations with Respect to Transfers and Exchanges of the Warrants.

(a)All Warrants issued upon any registration of Transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement upon such registration of Transfer or exchange. No service charge shall be made to a Registered Holder for any registration, Transfer or exchange of any Warrants, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Registered Holder in connection with any such exchange or registration of Transfer.

(b)The Warrants will be admitted to trading in the Brazilian Stock Exchange in order to comply with the applicable regulation of securities markets. The Warrants are subject to private placement, without any public offering efforts or intermediation by financial institutions that are part of the distribution system, and therefore are not subject to Article 19 of Law 6,385/1976, CVM Resolution 160/2022, or CVM Resolution 161/2022

Section 5.3.Fractional Warrants. The Bookkeeping Agent shall not effect any registration of Transfer or exchange which would result in the issuance of a fraction of a Warrants.

ARTICLE VI.

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS

Section 6.1.No Rights or Liability as Stockholder. Nothing contained herein shall be construed as conferring upon the Registered Holder or his, her or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company. The vote or consent of any Registered Holder shall not be required with respect to any action or proceeding of the Company and no Registered Holder shall have any right not expressly conferred hereunder or under, or by applicable Law with respect to, the Warrants held by such Registered Holder. No Registered Holder, by reason of the ownership or possession of a Warrants, shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of Common Shares or prior to, or for which the relevant record date preceded, the date of the exercise of such Warrants. No provision thereof and no mere enumeration therein of the rights or privileges of the Registered Holder shall give rise to any liability of such Registered Holder for the Exercise Price hereunder or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

Section 6.2.Notice to Registered Holders. The Company shall give notice to the Registered Holder by regular mail, and prompt written notice thereof to the Initial Holder, if at any time prior to the expiration or exercise in full of the Warrants, any of the following events shall occur:

(a)the payment of any dividend payable in any securities upon Common Shares or the making of any distribution (other than a regular quarterly cash dividend) to all holders of Common Shares;

(b)the issuance to all holders of Common Shares of any additional Common Shares or of rights, options or warrants to subscribe for or purchase Common Shares or of any other subscription rights, options or warrants;

(c)a Pro Rata Repurchase Offer;

(d)a Change of Control;

(e)a dissolution, liquidation or winding up of the Company; or

(f)the occurrence of any other event that would result in an adjustment to the Exercise Price or the number of Warrant Exercise Shares issuable upon exercise of the Warrants under Article IV.

Such giving of notice shall be initiated at least ten (10) days prior to the date fixed as the record date or the date of closing of the Company’s stock transfer books for the determination of the stockholders entitled to such dividend, distribution or subscription rights, or of the stockholders entitled to vote on such Change of Control, dissolution, liquidation or winding up, the proposed effective date of a Pro Rata Repurchase Offer or any other event that would result in an adjustment to the Exercise Price or the number of Warrant Exercise Shares issuable upon exercise of the Warrants under Article IV. Such notice shall specify such record date or the date of closing the stock transfer books or proposed effective date, as the case may be. Failure to provide such notice shall not affect the validity of any action taken. For the avoidance of doubt, no such notice (or the failure to provide it to any Registered Holder) shall supersede or limit any adjustment called for by Article IV by reason of any event as to which notice is required by this Section 6.2.

Section 6.3.Cancellation of Warrants. If the Company shall purchase or otherwise acquire the Warrants, such Warrants shall be cancelled and retired by appropriate notation on the Warrant Register.

ARTICLE VII.

MISCELLANEOUS

Section 7.1.Binding Effects; Benefits. This Agreement shall inure to the benefit of and shall be binding upon the Company, the Initial Holder and their respective heirs, legal representatives, successors and assigns. Nothing in this Agreement, expressed or implied, is intended to or shall confer on any person other than the Company or its respective heirs, legal representatives, successors or assigns or the Initial Holder or and Permitted Transferee thereof, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 7.2.Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or regular mail (return receipt requested, postage prepaid), by private courier service, by personal delivery or by facsimile transmission. Such notice or communication shall be deemed given (i) if mailed, four (4) Business Days after the date of mailing, (ii) if sent by private courier service, two (2)

Business Days after being sent, (iii) if delivered personally, when so delivered, or (iv) if sent by facsimile transmission, on the Business Day after such facsimile is transmitted, in each case as follows:

if to the Initial Holder, to:

U.S. Bank Trust National Association

Attn: Dave Diaz

1025 Connecticut Ave. NW, Ste. 510

Washington, D.C. 20035

Email: dave.diaz@usbank.com

with a copy to:

Faegre Drinker Biddle & Reath LLP

Attn: Laura E. Appleby

1177 Avenue of the Americas, 43rd Fl.

New York, NY 10036

Email: laura.appleby@faegredrinker.com

if to the Company, to:

Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Barueri, São Paulo, SP, 06460-040, Brazil Fax: +55 11 4134-9890 Attn: Raphael Linares Felipe Edson Massuda Sugimoto Email: raphael.linares@voeazul.com.br edson.massuda@voeazul.com.br

with copies (which shall not constitute notice) to:

Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Attn: Timothy Graulich Jarret Erickson Richard J. Steinberg Andrew Frisoli Email: timothy.graulich@davispolk.com jarret.erickson@davispolk.com richard.steinberg@davispolk.com andrew.frisoli@davispolk.com

if to any Registered Holder other than the Initial Holder, at his, her, or its address as it appears in the Warrant Register and, if different, at the address appearing in the records of the transfer agent or registrar for the Common Shares.

Section 7.3.Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holder, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns.

Section 7.4.Examination of this Agreement. A copy of this Agreement, and of the entries in the Warrant Register relating to such Registered Holder’s Warrants, shall be available at all reasonable times at an office designated for such purpose by the Initial Holder, for examination by the Registered Holder of any Warrants.

Section 7.5.Counterparts. This Agreement may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 7.6.Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation hereof.

Section 7.7.Amendments.

Section 7.8.(a) Subject to Section 7.7(b) below, this Agreement may not be amended or modified except in writing signed by the Company and the Initial Holder; provided, that no amendment that is, or could reasonably be expected to be, adverse to any person that was a Backstop Commitment Party as of the Effective Date (in such capacity) or to any shareholder, including any amendment or modification that adversely affects any rights, protections or payment obligations of the Company under this Agreement, shall be effective without the prior written consent of the Strategy Committee;

Section 7.9.(b) The Company may from time to time supplement or amend this Agreement or the Warrants, with the prior written consent of Requisite Holders; provided, however, that the consent of each Registered Holder adversely affected thereby shall be required for any amendment that (i) reduces the term of the Warrants (or otherwise modifies any provisions pursuant to which the Warrants may be terminated or cancelled), (ii) increases the Exercise Price and/or decreases the number of Warrant Exercise Shares (or, as applicable, the amount of such other securities and/or assets) deliverable upon exercise of the Warrants, other than such increases and/or decreases that are made pursuant to Article V or (iii) modifies, in a manner adverse to the Registered Holder generally, the material anti-dilution provisions set forth in Article V.

Section 7.10.(c) Any amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section 7.7 shall be binding upon all

Registered Holder and upon each future Registered Holder and the Company. In the event of any amendment, modification or waiver, the Company shall give prompt notice thereof to all Registered Holder. Any failure of the Company to give such notice or any defect therein shall not, however, in any way impair or affect the validity of any such amendment.

Section 7.11.No Inconsistent Agreements; No Impairment. The Company shall not, on or after the date hereof, enter into any agreement with respect to its securities which conflicts with the rights granted to the Registered Holder in this Agreement. The Company represents and warrants to the Registered Holder that the rights granted hereunder do not in any way conflict with the rights granted to holders of the Company’s securities under any other agreements. The Company shall not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Warrants and in the taking of all such action as may be necessary in order to preserve the exercise rights of the Registered Holder against impairment.

Section 7.12.Integration/Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Company and the Initial Holder in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the Warrants. This Agreement supersedes all prior agreements and understandings between the parties with respect to the Warrants.

Section 7.13.Governing Law, Etc. This Agreement and each Warrant issued hereunder shall be deemed to be a contract made under the laws of Brazil and for all purposes shall be governed by and construed in accordance with the laws of Brazil.

Section 7.14.Arbitration. Any controversy, dispute, question, doubt, or conflict of any nature arising out of or related directly or indirectly to this Agreement (“Dispute”), involving the Company, the Initial Holder, any other Registered Holder, or any of their respective successors and assigns, will be resolved by arbitration or the courts of the State of New York located in New York County and of the U.S. federal courts located in the Southern District of New York, as set forth in this Section 7.11.

(a)Any Dispute involving issues of Brazilian law shall be resolved by arbitration that shall be managed by the International Chamber of Commerce (“Arbitral Tribunal”) and conducted in accordance with its procedural rules (“ICC Rules”). The Arbitral Tribunal shall decide based on the rules and principles of substantive law of the Federal Republic of Brazil, without regard to conflict of law principles. The Arbitral Tribunal shall consist of three (3) arbitrators, and each party (claimant on one side and respondents on the other) shall appoint an arbitrator. The third arbitrator, who shall chair the Arbitral Tribunal, will be jointly appointed by the other arbitrators appointed by the affected parties. If there is no agreement between the arbitrators with respect to the appointment of the chairman of the Arbitral Tribunal, within the time prescribed by the ICC Rules, the chairman of the Arbitral Tribunal shall be appointed according to the provisions of the ICC Rules. The seat of the Arbitral Tribunal shall be the City of New York, State of New York, and the arbitration shall be conducted in English. The arbitral award shall be written in English. The affected parties shall bear the costs of arbitration, including the arbitrators’ fees, based on the proportion to be determined by the Arbitral Tribunal or, in the absence of such determination, the losing party shall bear the costs of the arbitration, as well as reimburse the other affected parties of any and

all expenses relating to the arbitration, including, without limitation, the arbitrators’ fees and any other amounts, costs and expenses.

(b)Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.

Section 7.15.Termination. This Agreement will terminate on the earlier of (i) such date when all Warrants have been exercised with respect to all shares subject thereto, or (ii) the expiration of the Exercise Period.

Section 7.16.Waiver of Trial by Jury. Each party hereto, including each Registered Holder by its receipt of a Warrant, hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement and the transactions contemplated hereby.

Section 7.17.Remedies. The Company hereby agrees that, in the event that the Company violates any provisions of the Warrants (including the obligation to deliver Common Shares upon the exercise thereof), the remedies at law available to the Registered Holder of such Warrant may be inadequate. In such event, the Requisite Holders and, other than in the event the Company fails to deliver Warrant Exercise Shares upon a Registered Holder’s exercise of its Warrants (which shall not require the consent of the Requisite Holders), with the prior written consent of the Requisite Holders, the Registered Holder of such Warrants, shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this Agreement and the Warrants.

Section 7.18.Severability. In the event that any one or more of the provisions contained in this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby; provided, however, that if any such excluded provision shall adversely affect the rights, immunities, duties or obligations of the Initial Holder, the Initial Holder shall be entitled to immediately resign.

Section 7.19.Confidentiality. The Initial Holder and the Company agree that the Warrant Register and personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or carrying out of this Agreement, shall remain confidential and shall not be voluntarily disclosed to any other person, except agents of the Initial Holder and the Company and as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions), pursuant to the requirements of the CVM or the SEC, as applicable.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned parties hereto as of the date first above written.

Azul S.A.<br><br>as Issuer
By:	/s/ John Peter Rodgerson
	Name: John Peter Rodgerson
	Title: Chief Executive Officer
GUC Trust<br><br>as Qualifying Holder
---	---
By:	/s/ Dave Diaz
	Name: Dave Diaz
	Title: Vice President, U.S. Bank Trust<br><br>National Association

EXHIBIT A

EXERCISE FORM FOR REGISTERED HOLDER HOLDING DIRECT REGISTERED WARRANT (To be executed upon exercise of Warrant)

The undersigned Registered Holder, being the holder of the Warrant of reorganized Azul S.A., issued pursuant to that certain Warrant Agreement, dated as of February [19], 2026 (the “Warrant Agreement”),1 by and among reorganized Azul S.A. (the “Company”), and the GUC Trust, as the Initial Holder, hereby irrevocably elects to exercise the Warrant for the purchase of the number of common shares, no par value per share (“Common Shares”), indicated below:

herewith tenders payment for of Common Shares / ADSs (circle one) to the order of reorganized Azul S.A. in the amount of USD$ in accordance with the terms of the Warrant Agreement.

herewith tenders payment for ___ Warrants in exchange for Common Shares / ADSs (circle one) pursuant to the cashless exercise provisions of Section 3.3(c) of the Warrant Agreement to the order of reorganized Azul S.A. in the amount of R$_____.

The undersigned requests that the Warrant Exercise Shares, the net number of Common Shares issuable upon exercise of the Warrants pursuant to the cashless exercise provisions of Section 3.3(c) of the Warrant Agreement, be issued in the name of the undersigned Registered Holder or as otherwise indicated below:

Name
Address

If said number of exercised Warrants shall not be all the Warrants held by the undersigned, the undersigned requests that the balance of such Warrants shall be issued in the name of the undersigned Registered Holder or as otherwise indicated below:

Name
Address
Dated: ,	20__	[REGISTERED HOLDER]
		By:<br><br>Name:<br><br>Title:

1 Capitalized terms used but not defined shall have the meaning given to them in the Warrant Agreement.

ANNEX A

Azul Illustrative Capitalization Table

ANNEX B

Illustrative Black-Scholes Value Calculation

Document

Exhibit 4.23

WARRANT AGREEMENT

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 17, 2026, is by and among Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”), United Airlines, Inc. (“United”), and the undersigned Additional Investment Holders (each individually, an “Additional Investment Holder” and, collectively, the “Additional Investment Holders”).

WHEREAS, the Plan of Reorganization and the Restructuring Transactions (as defined in the Plan of Reorganization) contemplate the issuance of common shares, no par value, of the Company (the “Common Shares”), including through an equity rights offering (“ERO”) of certain Common Shares on the terms and conditions set forth in the Plan of Reorganization and other applicable documents and agreements;

WHEREAS, the Company and American have entered into that certain Amended and Restated Equity Investment Agreement and that certain Warrant Agreement, each dated as of February 17, 2026, pursuant to which, among other things, American has committed to make certain strategic investments in the Company in the form of warrants exercisable thereunder upon the satisfaction of certain conditions (the “American Warrants”);

WHEREAS, the Company and United have entered into that certain Amended and Restated Equity Investment Agreement, dated as of February 17, 2026, pursuant to which, among other things, United has committed to make certain strategic investments in the Company in connection with the Restructuring Transactions and the ERO;

WHEREAS, the Company and the Additional Investment Holders have entered into that certain Additional Equity Investment Agreement, dated as of February 17, 2026, pursuant to which, among other things, the Additional Investment Holders have committed to make certain investments in the Company in connection with the Restructuring Transactions and the ERO;

WHEREAS, pursuant to the terms hereof, among other things, (i) United has committed to subscribe hereunder for warrants (bônus de subscrição) (the “United Warrants”) and (ii) the Additional Investment Holders have committed to subscribe hereunder for warrants (bônus de subscrição) (the “Additional Investment Warrants,” and together with the United Warrants, the “Warrants”), in each case, in the form of Schedule 1 hereto and exercisable into the number of Common Shares set forth next to such Initial Holder’s name in Exhibit A, as such numbers may be adjusted from time to time pursuant to Article IV hereof;

WHEREAS, the Company will grant preemptive rights to its existing shareholders, pursuant to the Brazilian Law No. 6,404/76 (“Brazilian Corporations Law”), which, upon exercise, will entitle each shareholder the right to purchase a certain number of additional Warrants, based on their pro rata equity stake in the Company’s share capital;

WHEREAS, upon the expiration of the Exercise Period, the Warrants shall be terminated

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company and the Holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when issued, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1.Definition of Terms. Capitalized terms not defined herein shall have the respective meanings set forth in the Plan of Reorganization. As used in this Agreement, the following capitalized terms shall have the following respective meanings:

(a)“Additional Common Shares” has the meaning set forth in Section 4.1 hereof.

(b)“Additional Investment Warrants” has the meaning set forth in the Recitals.

(c)“Adjustment Event” has the meaning set forth in Section 4.2 hereof.

(d)“Affiliate” has the meaning set forth in Rule 12b-2 of the Exchange Act.

(e)“American Warrants” has the meaning set forth in the Recitals.

(f)“Antitrust Approvals” means any notification, authorization, approval, consent, filing, application, non-objection, expiration or termination of applicable waiting period (including any extension thereof), exemption, determination of lack of jurisdiction, waiver, variance, filing, permission, qualification, registration or notification required or, if agreed between the Company and the applicable Holder (in each case, acting reasonably) advisable, under any Antitrust Laws.

(g)“Antitrust Laws” means any Law governing agreements in restraint of trade, monopolization, merger or pre-merger notification, the lessening of competition through merger or acquisition or anti-competitive conduct, including the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act and Brazilian Law No. 12,529 of 2011, as amended.

(h)“Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. §§ 101-1532.

(i)“Board of Directors” means the Board of Directors of the Company.

(j)“Bookkeeping Agent” means the financial institution engaged by the Company to provide securities registration services, which is currently Itaú Corretora de Valores S.A.

(k)“Business Day” means any day other than a Saturday, Sunday or any other day on which (i) the Primary Stock Exchange is closed for trading or (ii) banking institutions in New York, New York, or São Paulo, São Paulo, are authorized or obligated by Law to close.

(l)Change of Control” means, in each case, with respect to the Company and in connection with a consolidation, merger, sale of substantially all assets or similar transaction: (i) any recapitalization, reclassification or change of the Common Shares (other than changes resulting from a subdivision or combination) as a result of which all Common Shares would be converted into, or exchanged for, stock, other securities, other property or assets; (ii) any share exchange, consolidation or merger of the Company pursuant to which all Common Shares will be converted into cash, other securities or other property; (iii) any transaction or series of related transactions (including any reorganization, merger, consolidation, share exchange or other transaction) as a result of which any Person or "group" (within the meaning of Article 116 of the Brazilian Corporations Law) becomes the beneficial owner (directly or indirectly) of more than 50% of the voting stock of the Company (or any successor thereto; provided, however, that such a transaction in which the holders of all classes of the Company’s ordinary share capital immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction shall not be a Change of Control pursuant to clause (i), clause (ii) or this clause (iii); or (iv) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s Subsidiaries; provided that, notwithstanding the forgoing, a transaction which triggers an adjustment pursuant to Sections 4.1, 4.2 or 4.3 hereof shall not be a Change of Control. For the avoidance of doubt, in no event shall any merger, consolidation, share exchange or similar transaction between the Company and Azul Linhas Aéreas Brasileiras, or between the Company and any other of the Company’s Subsidiaries, constitute a Change of Control under this Agreement. For the avoidance of doubt, the Holders shall be entitled to receive notice of a transaction that constitutes a Change of Control reasonably promptly following the public announcement of the consummation thereof, which notice shall describe in reasonable detail the material terms of such

Change of Control, including the consideration paid in connection therewith. Failure to provide such notice shall not affect the effectiveness or validity of any Change of Control.

(m)“Common Shares” has the meaning set forth in the Recitals, and shall include any successor security as a result of any recapitalization, reorganization, reclassification or similar transaction involving the Company.

(n)“Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Shares or ADSs, but excluding Options.

(o)“Creditors’ Entities” has the meaning set forth in the Plan of Reorganization.

(p)“Current Sale Price” of the Common Shares on any date of determination means:

(i)if the Common Shares are listed on the Brazilian Stock Exchange on such date, the average closing sale price per share of the Common Shares (or if no closing sale price is reported, the average of the closing bid and closing ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the trading day as of such date of determination, as reported by the Brazilian Stock Exchange.

(ii)if the Common Shares are not listed on the Brazilian Stock Exchange on such date, but on a U.S. national or regional securities exchange, the average closing sale price per Common Shares (or if no closing sale price is reported, the average of the high bid and low asked prices or, if more than one in either case, the average of the average high bid and low asked prices) for the trading day as of such date of determination, as reported in composite transactions for such securities exchange (or, if more than one, the principal securities exchange on which the Common Shares are traded);

(iii)if the Common Shares are not listed on either the Brazilian Stock Exchange or a U.S. national or regional securities exchange, the average last quoted sale price for the Common Shares (or, if no sale price is reported, the average of the high bid and low asked price for such date ) for such date of determination, in the over-the-counter market as reported by OTC Markets Group Inc. or other similar organization; or

(iv)in all other cases, as determined in good faith by the Board of Directors.

ARTICLE II.The Current Sale Price shall be determined without reference to early hours, after hours or extended market trading.

(a)“CVM” means the Brazilian Securities Commission.

(b)“Date of Issuance” has the meaning set forth in Section 2.1(a) hereof.

(c)“ERO” has the meaning set forth in the Recitals.

(d)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(e)“Exercise Date” means, as to any Holder, the date on which such Holder’s Warrants are exercised on or prior to the expiration of the Exercise Period pursuant to and in accordance with the terms and conditions described herein.

(f)“Exercise Notice” has the meaning set forth in Section 3.4(a) hereof.

(g)“Exercise Period” has the meaning set forth in Section 3.2 hereof.

(h)“Exercise Price” means USD$0.000020938828792967700 per Warrant converted into Brazilian Reais based on the PTAX as of the Business Day immediately prior to the Exercise Date; provided that, for the avoidance of doubt, as of the date hereof and prior to giving effect to any transfers of Warrants made to Permitted Transferees in accordance with the terms hereof, (i) the aggregate Exercise Price in United States dollars payable by United hereunder upon exercise of its Warrants is USD$15,000,000 and (ii) the aggregate Exercise Price in United States dollars collectively payable by the Additional Investment Holders hereunder upon exercise of their Warrants is USD$10,000,000.

(i)“Fully Diluted” means all Common Shares outstanding as of the applicable measurement date together with all Common Shares then issuable upon (i) the conversion of Convertible Securities at the then applicable conversion rate, and (ii) the exercise of any Options; provided that, for purposes of clauses (i) and (ii), (A) all conditions to the convertibility and/or exercisability of Convertible Securities and Options of the Company, shall be deemed to have been satisfied, and (B) all authorized but unissued Common Shares reserved for issuance under any equity compensation plan, employee stock purchase plan or similar plan, or reserved for issuance upon the exercise, conversion or exchange of any outstanding Options, Convertible Securities, warrants, or other rights, whether or not such shares have been granted or allocated to any specific recipient, shall be included in such calculation. For the avoidance of doubt, "Fully Diluted" shall include all Common Shares issuable upon the exercise of Options and the conversion of Convertible Securities that are outstanding or have been authorized for issuance, regardless of whether such Options or Convertible Securities have vested, are currently exercisable, or are subject to any conditions precedent to exercise or conversion.

(j)“Governmental Authority” means any (i) government, (ii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.

(k)“Holders” means, collectively, the Initial Holders and any Permitted Transferees thereof.

(l)“Initial Holders” means, collectively, United and the Additional Investment Holders.

(m)“Law” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.

(n)“Options” means any warrants or other rights or options to subscribe for or purchase Common Shares or Convertible Securities, whether or not currently exercisable, vested, or subject to any conditions to exercise, including without limitation (i) options granted pursuant to any stock option, equity incentive, or similar plan of the Company, (ii) warrants, including the GUC Warrants, (iii) phantom equity, stock appreciation rights, restricted stock units or other equity-linked awards that are payable or settleable in Common Shares, and (iv) any other

contract, commitment, understanding or arrangement pursuant to which the Company is or may become obligated to issue or sell Common Shares or Convertible Securities.

(o)“Permitted Transferee” has the meaning set forth in Section 2.1(d) hereof.

(p)“Person” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, or any other entity (as such term is defined in the Bankruptcy Code).

(q)“Plan Effective Date” means the occurrence of the “Effective Date” under the Plan of Reorganization.

(r)“Plan of Reorganization” has the meaning set forth in the Recitals.

(s)“Primary Stock Exchange” means the principal securities exchange or over-the-counter market on which the Common Shares are listed or traded.

(t)“Pro Rata Repurchase Offer” means any offer to purchase Common Shares by the Company or any Affiliate thereof pursuant to (i) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (ii) any other offer available to substantially all holders of Common Shares (subject to satisfaction of any conditions to participation therein such as those relating to minimum holding percentages or accredited status) to purchase or exchange their Common Shares, in the case of both (i) or (ii), whether for cash, shares of capital stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person, or any other property (including, without limitation, shares of capital stock, other securities or evidences of indebtedness of a Subsidiary), or any combination thereof, effected while the Warrants are outstanding; excluding, in all cases any tender offer made to holders of fewer than one hundred Common Shares in order to reduce the number of small shareholders of record (odd lot tender offers). The “effective date” of a Pro Rata Repurchase Offer shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase Offer or the date of purchase with respect to any Pro Rata Repurchase Offer that is not a tender or exchange offer.

(u)“Requisite Holders” means the Holders of Warrants exercisable for a majority of the Common Shares issuable upon exercise of all Warrants then outstanding, including in all cases (i) United (for so long as United holds Warrants hereunder) and (ii) the Additional Investment Holders holding at least 66.6% of the Warrants then held by all Additional Investment Holders hereunder (for so long as any Additional Investment Holder or its Affiliates holds Warrants hereunder).

(v)“SEC” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act.

(w)“Securities Act” means the Securities Act of 1933, as amended.

(x)“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company or other business entity (other than a corporation), a majority of the partnership, limited liability company or other

similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company or other business entity gains or losses or shall be or control the general partner, the managing member or entity performing similar functions of such partnership, limited liability company or other business entity.

(y)“Transfer” means any transfer, sale, assignment or other disposition.

(z)“United Warrants” has the meaning set forth in the Recitals.

(aa)“Warrant Exercise Shares” means the number of Common Shares issuable upon the exercise of Warrants, which is subject to adjustment as set forth in Article IV.

(ab)“Warrants” has the meaning set forth in the Recitals.

Section 2.1.Rules of Construction.

(c)References to “$” are to dollars in lawful currency of the United States of America.

(d)The Exhibits attached hereto are an integral part of this Agreement.

(e)Any reference herein to the rights or obligations of the Holders hereunder, including such references to the rights or obligations of the Additional Investment Holders, shall mean such rights or obligations severally, and not jointly and severally.

ARTICLE III.

WARRANTS

Section 3.1.Issuance of Warrants; Purchase Price.

(a)On the terms and subject to the conditions of this Agreement, as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, pursuant to the CVM’s applicable regulations, on the date that is two (2) Business Days following the date on which the statutory preemptive rights period as set forth in Section 2.3 herein concludes; provided that such date shall occur not more than fifty (50) days following the Plan Effective Date (such date, the “Date of Issuance”), the Company will issue the applicable Warrants to the respective Initial Holders for a total purchase price of R$ 1.00 payable to the Company by each Initial Holder; provided that, if the Company fails to cause the Warrants to be validly issued to a Initial Holder within two (2) Business Days after the Date of Issuance, then, without limiting any other rights and remedies of such Initial Holder (including specific performance), such Initial Holder’s Warrants shall be deemed issued as of the Date of Issuance

for all purposes of this Agreement (including for purposes of Article IV), and the Company shall be obligated to deliver written confirmation of such issuance and update its share records (including by instructing the Brazilian Stock Exchange, as applicable) accordingly on the same day; and provided, further, that if the Warrants have not been issued within two (2) Business Days after the Date of Issuance, the affected Initial Holder shall be entitled to injunctive relief and specific performance to compel issuance, and the Company shall reimburse the such Initial Holder for its reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in connection with enforcing this Section 2.1(a). The parties acknowledge the “Date of Issuance” defined in this Section 2.1(a) is the “Date of Issuance” referenced elsewhere in this Agreement.

(b)As to each Initial Holder, the number of Common Shares issuable pursuant to exercise of such Initial Holder’s Warrants shall be the number set forth next to such Initial Holder’s name in Exhibit A, as such amount may be adjusted from time to time pursuant to Article IV hereof; provided that, for the avoidance of doubt, (i) such number shall be automatically and correspondingly adjusted pursuant to Article IV of this Agreement, and (ii) any fractional share resulting from an adjustment shall be rounded up to the nearest whole share.

(c)The Company will be required to issue additional Warrants to its existing shareholders in the event of the exercise of preemptive rights, pursuant to the Brazilian Corporations Law and Section 2.3 of this Agreement provided, however, that such additional issuance shall not affect the issuance of the required number of Warrants to the Initial Holders and the number of Common Shares issuable thereunder, as set forth in Exhibit A.

(d)Unless otherwise provided in this Agreement, the Warrants shall be issued by electronic entry registration on the books of the Company or the Bookkeeping Agent, as applicable, and consistent with the methods specified in Section 3.4(b), and, if held in the central depository, reflected in the central depository records. The Company shall cause its share records to be updated contemporaneously with such issuance and to reflect any permitted Transfer within two (2) Business Days after receipt of duly completed Transfer instructions in accordance with this Agreement. All Warrants held by the Holders shall be subject to the transfer restrictions set forth in Section 5.1, and may not be transferred, except to (i) an Affiliate of the transferring Holder or (ii) to another Holder or its Affiliates (each, a “Permitted Transferee”). Nothing in this Section 2.1(d) shall be construed to permit any transfer of Warrants other than as permitted under Section 5.1. No certificate will be issued in connection with the issuance of the Warrants. For the avoidance of doubt, references herein to the “Issuance Date” are to the “Date of Issuance” defined in Section 2.1(a).

Section 3.2.Registration and Countersignature; Evidence of Title. The title of the Warrants shall be evidenced by the deposit account statement issued by the Bookkeeping Agent or, if held in the central depository, by the statement issued in the name of the applicable Holder by the central depository.

Section 3.3.Preemptive Rights.

(a)To the maximum extent permitted by Article 77, sole paragraph, and Article 171, paragraph 3, of the Brazilian Corporations Law, the Company shall expedite the delivery of the Warrants to the Initial Holders and initiate the statutory preemptive rights relating to the issuance of the Warrants in no more than ten (10) Business Days from the date hereof, provided, in all cases, that the Company shareholders’ right to exercise their statutory preemptive rights shall be limited to a single thirty (30)-day period, with no additional periods being granted or right to receive leftovers (sobras). Following the conclusion of this preemptive rights period, the Company shall, consistent with the terms of this Agreement, issue to each Initial Holder the Warrants exercisable into the number of Common Shares set forth next to such Initial Holder’s

name in Exhibit A, as such numbers may be adjusted from time to time pursuant to Article IV hereof.

(b)The Company shall have received waivers from the Creditors’ Entities of their preemptive rights for the subscription of the Warrants.

(c)The Company shall indemnify and hold harmless the Holders from and against any reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in connection with enforcing this Section 2.3.

ARTICLE IV.

TERMS AND EXERCISE OF WARRANTS

Section 4.1.Exercise Price. Each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, the right to purchase from the Company one Common Share (subject to adjustment from time to time as provided in Article IV hereof), at the price equal to the Exercise Price. A Holder may elect to receive American Depositary Shares (“ADS”) in lieu of Common Shares upon any exercise of Warrants hereunder and such ADSs shall if applicable, be listed in accordance with the Registration and Listing Terms.

Section 4.2.Exercise Period. Warrants may be exercised by the applicable Holder (or by the applicable Holder directing the Comissário to exercise such Warrants) at any time from and after the Date of Issuance through the date that is one (1) year after the Date of Issuance (such period, the “Exercise Period”); provided, that notwithstanding anything to the contrary herein, no Holder shall exercise any Warrants it holds until Antitrust Approval applicable to such Holder’s exercise of such Warrants, if any, has been received. To the extent that a Warrant is not exercised prior to the expiration of the Exercise Period, it shall be automatically terminated with no action by any Person, and with no further rights thereunder. For the avoidance of doubt, the applicable Holders shall cease to hold the unexercised Warrants, with no action by the Holders and no further rights thereunder, as of the expiration of the Exercise Period

Section 4.3.Method of Exercise.

(a)Exercise of Warrants.

(i)In connection with the exercise of any Warrants, the Holder(s) shall deliver to the Company an exercise notice (“Exercise Notice”). The Holder(s) shall (i) surrender such Warrants for the number of Warrant Exercise Shares being exercised (which will in any case be the total amount of Warrants held by such Holder, subject to adjustment as contemplated by this Agreement), and (ii) pay the aggregate Exercise Price in United States dollars for such Warrant Exercise Shares, which such payment shall be made by wire transfer to an account specified in writing by the Company to such Holder, in immediately available funds in an amount equal to the Exercise Price in United States dollars multiplied by the number of Warrants exercised. For the avoidance of doubt, the aggregate Exercise Price in United States dollars corresponding to all Warrants issued hereunder is USD$25 million.

(ii)Upon exercise of any Warrants, the Bookkeeping Agent will as promptly as practicable, within a reasonable time period to enable the Company to meet its obligations under Section 3.4(a), deliver written notice to the Company to confirm the number of Common Shares issuable in connection with such exercise. The Company shall calculate and transmit to the Bookkeeping Agent in a written notice, and the

Bookkeeping Agent shall have no duty, responsibility or obligation to calculate, the number of Common Shares issuable in connection with any exercise.

(b)It is the understanding of the parties that the Warrants will be issued directly to and deposited with Lumen Trust Ltda. (“Comissário”), who will hold such Warrants until such time as may be directed by the applicable Holder. Upon direction from the applicable Holder, Comissário shall exercise the applicable Warrants, receive the corresponding Common Shares in its name and upon written instruction from such Holder, deposit such Common Shares into the Company’s ADS program. Any fractional number of Common Shares that does not reach the necessary number of Common Shares to form one (1) ADS shall remain with the Comissário; provided, however, that the Comissário shall be responsible for, as soon as reasonably practicable and no later than thirty (30) days following the deposit of such Common Shares into the Company’s ADS program pursuant to this Section 3.3(b), selling such Common Shares on the Primary Stock Exchange, and transferring the full proceeds of such sale, in cash, to the applicable Holder upon receipt of payment instructions from such Holder.

Section 4.4.Issuance of Common Shares.

(a)Upon the effectiveness of the exercise of Warrants pursuant to Section 3.3(a), the Company shall, subject to Section 3.5, promptly at its expense, and in no event later than ten (10) Business Days after the end of the period for the delivery of such Warrants and payment of the Exercise Price pursuant to Section 3.4(a)(i), cause to be issued as directed by the applicable Holder of such Warrants the total number of whole Common Shares for which such Warrants are being exercised (as the same may be hereafter adjusted pursuant to Article IV) registered as directed by such Holder.

(b)The applicable Warrant Exercise Shares shall be deemed to have been issued at the time at which all of the conditions to such exercise have been fulfilled, and the applicable Holder, or other person to whom such Holder shall direct the issuance thereof, shall be deemed for all purposes to have become the holder of such Warrant Exercise Shares at such time.

Section 4.5.Reservation of Shares.

(a)During the Exercise Period, as applicable, the Company shall at all times reserve and keep available out of its authorized but unissued Common Shares solely for the purpose of issuance upon the exercise of the Warrants, a number of Common Shares equal to the aggregate Warrant Exercise Shares issuable upon the exercise of all outstanding Warrants. The Company shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all such Common Shares may be so issued without violating the Company’s governing documents, any agreements to which the Company is a party on the date hereof, any requirements of any securities exchange upon which ADSs may be listed or any applicable Laws. The Company shall not take any action which would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Warrants with due regard to adjustments resulting from adjustments included in Article IV hereto.

may, in the opinion of its counsel, be reasonably necessary (including seeking stockholder approval, if required) to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Exercise Shares to issue Warrant Exercise Shares upon the exercise of Warrants.

(c)The Company represents and warrants to the Holders that the issuance of the Warrants and the issuance of Common Shares upon exercise thereof in accordance with the terms hereof will not constitute a breach of, or a default under, any other material agreements to which the Company is a party on the date hereof.

Section 4.6.Fractional Shares. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to issue any fraction of a share of its capital stock in connection with the exercise of any Warrants, and in any case where a Holder of Warrants would, except for the provisions of this Section 3.6, be entitled under the terms thereof to receive a fraction of a share upon the exercise of such Warrants, the Company shall, upon the exercise of such Warrants, issue or cause to be issued only the largest whole number of Warrant Exercise Shares issuable upon such exercise (and such fraction of a share will be disregarded, and no Holder shall have any rights or be entitled to any payment with respect to such fraction of a share); provided that the number of whole Warrant Exercise Shares which shall be issuable upon the contemporaneous exercise of any Warrants shall be computed on the basis of the aggregate number of Warrant Exercise Shares issuable upon exercise of all such Warrants.

Section 4.7.Payment of Taxes. In connection with the issuance and exercise of any Warrants and the exchange or conversion of the Warrant Exercise Shares into the Company’s ADS program, the Company shall pay all expenses in connection with, and all transfer, registration, documentary, value added, stamp or similar taxes and other charges of any Governmental Authority that may be imposed with respect to, the issuance of the Warrants or the issuance or delivery of Warrant Exercise Shares upon such exercise by the Holders or the Comissário on behalf of the Holders and in connection with any exchange or conversion of the Warrant Exercise Shares into the Company’s ADS program by the Comissário on behalf of the Holders; provided, however, that the Company shall not be required to pay (i) any applicable withholding or income tax imposed by any Governmental Authority on the Holders or any other Person or (ii) any transfer, registration, documentary, value added, stamp or similar taxes and other charges imposed by any Governmental Authority on the issuance or delivery of the Warrant Exercise Shares to any Person other than the Holders or the Comissário on behalf of the Holders, and no such issuance or delivery shall be made to any Person other than the Holders or the Comissário on behalf of the Holders unless and until the Person requesting such issuance has paid to the Company the amount of any such tax or other charge, or has established to the satisfaction of the Company that such tax or other charge has been paid. The Company shall not be required to pay any Brazilian income tax, including any withholding income tax, imposed on any capital gain or deemed gain (“capital gains taxes”) incurred by the Holders or the Comissário on behalf of the Holders in connection with any exchange or conversion of the Warrant Exercise Shares into the Company’s ADS program by the Comissário on behalf of the Holders. The Holders shall promptly provide the Company with all reasonably requested documentation and tax forms that, in the Company’s discretion, may reasonably assist the Company in any calculations, payments, reimbursements, claims, refunds, credits, or other determinations under this Section 3.7; provided that Holders shall not be required to furnish copies of its tax returns or related workpapers, or other documents that a Holder reasonably determines to be confidential.

ARTICLE V.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT EXERCISE SHARES

In order to prevent dilution of the rights granted under the Warrants, the Exercise Price shall be subject to adjustment from time to time as provided in this Article IV, and the number of Common Shares issuable upon exercise of each Warrant shall be subject to adjustment from time to time as provided in this Article IV.

Section 5.1.Subdivision or Combination of Common Shares. In the event that the amount of outstanding Common Shares are increased or decreased by combination (by reverse stock split or reclassification) or subdivision (by any stock split or reclassification) of the Common Shares or any distribution by the Company of additional Common Shares to all holders of Common Shares (“Additional Common Shares”), then, on the effective date of such combination, subdivision or distribution, the number of Warrant Exercise Shares issuable on exercise of the Warrants shall be increased or decreased, as applicable, in proportion to such increase or decrease, as applicable, in the outstanding Common Shares. Whenever the number of Warrant Exercise Shares purchasable upon the exercise of the Warrants is adjusted pursuant to this Section 4.1, the Exercise Price in United States dollars per Common Share shall be adjusted (to the nearest cent ($0.000001)) by multiplying such Exercise Price in United States dollars immediately prior to such adjustment by a fraction (a) the numerator of which shall be the number of Common Shares outstanding immediately prior to such combination, subdivision or distribution and (b) the denominator of which shall be the number of Common Shares outstanding immediately thereafter accordingly, but without changing the aggregate Exercise Price in United States dollars of USD$25 million.

Section 5.2.Distributions. If the Company at any time after the issuance of the Warrants but prior to the expiration of the Exercise Period fixes a record date for the making of a distribution to all holders of Common Shares of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding issuance of Additional Common Shares referred to in Section 4.1), then, in each such case, the Exercise Price in United States dollars in effect prior to such record date shall be adjusted thereafter to the price determined by the following formula:

EP1 = EP0 x (CP0 - FV)/CP0

where

EP1 = the Exercise Price in United States dollars in effect immediately following the application of the adjustments in this Section 4.2;

EP0 = the Exercise Price in United States dollars in effect immediately prior to the application of the adjustments in this Section 4.2;

CP0 = the Current Sale Price of the Common Shares on the last trading day preceding the first date on which the Common Shares trade regular way without the right to receive such distribution; and

FV = the amount, in USD$, of cash and/or the fair market value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one Common Share, as reasonably determined in good faith by the Board of Directors.

ARTICLE VI.Such adjustment shall be made successively whenever such a record date is fixed (an “Adjustment Event”). In such Adjustment Event, the number of Warrant Exercise Shares issuable upon the exercise of each Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Warrant Exercise Shares issuable upon the exercise of each Warrant before such adjustment, and (2) the Exercise Price in United States dollars in effect immediately prior to the adjustment by (y) the new Exercise Price in United States dollars immediately following such adjustment.

In the event that such distribution is not so made, the Exercise Price in United States dollars and the number of Warrant Exercise Shares issuable upon exercise of the Warrants then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price in United States dollars that would then be in effect and the number of Warrant Exercise Shares that would then be issuable upon exercise of the Warrants if such record date had not been fixed.

Section 6.1.Pro Rata Repurchase Offer of Common Shares. If at any time after the issuance of the Warrants but prior to the expiration of the Exercise Period the Company consummates a Pro Rata Repurchase Offer of Common Shares, then the Exercise Price in United States dollars shall be reduced to the price determined by the following formula:

EP1 = EP0 x (OS0 x CP0 ) – AP (OS0 – SP) x CP0

where

EP1 = the Exercise Price in United States dollars in effect immediately following the application of the adjustments in this Section 4.3 (but in no event greater than EP0);

EP0 = the Exercise Price in United States dollars in effect immediately prior to the application of the adjustments in this Section 4.3;

OS0 = the number of Fully Diluted Common Shares outstanding immediately before consummation of such Pro Rata Repurchase Offer;

CP0 = the Current Sale Price of a Common Share on the trading day immediately preceding the first public announcement

by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer;

AP = the aggregate purchase price in USD$ (including the fair market value, as reasonably determined in good faith by the Board of Directors, of any non-cash consideration included therein) paid for the Common Shares in the Pro Rata Repurchase Offer; and

SP = the number of Common Shares so repurchased in the Pro Rata Repurchase Offer.

ARTICLE VII.In such event, the Warrant Exercise Shares issuable upon the exercise of each Warrant shall be increased to the number obtained by dividing (x) the product of (1) the Warrant Exercise Shares issuable upon the exercise of each Warrant before such adjustment, and (2) the Exercise Price in United States dollars in effect immediately prior to the adjustment by (y) the new Exercise Price in United States dollars immediately following such adjustment. For the avoidance of doubt, no increase to the Exercise Price in United States dollars or decrease in the Warrant Exercise Shares issuable upon exercise of the Warrants shall be made pursuant to this Section 4.3.

Section 7.1.Reorganization, Reclassification, Consolidation, Merger or Sale.

(a)In connection with any Change of Control prior to the expiration of the Exercise Period, the Holder(s) shall have the right to acquire and receive, upon exercise of such Warrants, such cash, stock, securities or other assets or property as would have been issued or payable in such Change of Control (if such Holder had exercised such Warrant immediately prior to such Change of Control) with respect to or in exchange, as applicable, for the number of Warrant Exercise Shares that would have been issued upon exercise of such Warrants, if such Warrants had been exercised immediately prior to the occurrence of such Change of Control. The Company shall not effect any Change of Control unless, prior to the consummation thereof, the surviving Person (if other than the Company) resulting from such Change of Control, shall assume, by written instrument substantially similar in form and substance to this Agreement in all material respects (including with respect to the provisions of Article IV), the obligation to deliver to the Holders such cash, stock, securities or other assets or property which, in accordance with the foregoing provision, the Holders shall be entitled to receive upon exercise of the Warrants.

(b)The Company shall, to the extent and as soon as reasonably practicable, provide the Holders with notice of a transaction that constitutes a Change of Control prior to the consummation thereof and shall provide reasonable detail of the material terms of such Change of Control to the extent then known to the Company.

Section 7.2.Notice of Adjustments. Whenever the number and/or kind of Warrant Exercise Shares or the Exercise Price is adjusted as herein provided, the Company shall prepare and deliver, or cause to be prepared and delivered, forthwith to the Holders a written statement setting forth the adjusted number and/or kind of shares issuable upon the exercise of Warrants and the Exercise Price of such shares after such adjustment, the facts requiring such adjustment and the computation by which adjustment was made. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

ARTICLE VIII.

TRANSFER AND EXCHANGE OF WARRANTS

Section 8.1.Registration of Transfers and Exchanges.

(a)No Warrants or Warrant Exercise Shares shall be sold, exchanged or otherwise Transferred (i) in violation of the Securities Act or state securities Laws or the Company’s articles of incorporation or (ii) to any Person other than a Permitted Transferee. Any Transfer or purported Transfer of any Warrants in violation of this Section 5.1(a) shall be void ab initio and of no effect. The Warrants may be transferred only privately, directly through the Bookkeeping Agent, in accordance with applicable Law and this Agreement.

(b)The Warrants are subject to private placement, without any public offering efforts or intermediation by financial institutions that are part of the distribution system, and therefore are not subject to Article 19 of Law 6,385/1976, CVM Resolution 160/2022, or CVM Resolution 161/2022.

Section 8.2.American Warrants. The only equity securities in the Company being offered, issued and/or sold to American in connection with, substantially concurrently with, or prior to completion of, the ERO or otherwise in connection with the Plan of Reorganization are the American Warrants pursuant to that certain Amended and Restated Equity Investment Agreement and that certain Warrant Agreement, each dated of as February 17, 2026. For the avoidance of doubt, such agreements may not be amended in order to increase the number of equity securities of the Company issuable thereunder without the prior written consent of the Holders.

ARTICLE IX.

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS

Section 9.1.No Rights or Liability as Stockholder. Nothing contained herein shall be construed as conferring upon any Holder or his, her or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company. The vote or consent of any Holder shall not be required with respect to any action or proceeding of the Company and no Holder shall have any right not expressly conferred hereunder or under, or by applicable Law with respect to, the Warrants held by such Holder. No Holder, by reason of the ownership or possession of a Warrant, shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of Common Shares prior to, or for which the relevant record date preceded, the date of the exercise of such Warrant. No provision thereof and no mere enumeration therein of the rights or privileges of the Holders shall give rise to any liability of such Holder for the Exercise Price hereunder or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. For the avoidance of doubt, no Holder shall receive any additional governance rights in respect of any investment made hereunder.

Section 9.2.Notice to Holders. The Company shall give notice to Holders by regular mail, if at any time prior to the expiration or exercise in full of the Warrants, any of the following events shall occur:

(a)the payment of any dividend payable in any securities upon Common Shares or the making of any distribution (other than a regular quarterly cash dividend) to all holders of Common Shares;

(c)a Pro Rata Repurchase Offer;

(d)a Change of Control;

(e)a dissolution, liquidation or winding up of the Company; or

(f)any the occurrence of any other event that would result in an adjustment to the Exercise Price or the number of Warrant Exercise Shares issuable upon exercise of the Warrants under Article IV.

Such giving of notice shall be initiated at least ten (10) days prior to the date fixed as the record date or the date of closing of the Company’s stock transfer books for the determination of the stockholders entitled to such dividend, distribution or subscription rights, or of the stockholders entitled to vote on such Change of Control, dissolution, liquidation or winding up or the proposed effective date of a Pro Rata Repurchase Offer or any other event that would result in an adjustment to the Exercise Price or the number of Warrant Exercise Shares issuable upon exercise of the Warrants under Article IV. Such notice shall specify such record date or the date of closing the stock transfer books or proposed effective date, as the case may be. Failure to provide such notice shall not affect the validity of any action taken. For the avoidance of doubt, no such notice (or the failure to provide it to the Holders) shall supersede or limit any adjustment called for by Article IV by reason of any event as to which notice is required by this Section.

ARTICLE X.

MISCELLANEOUS PROVISIONS

Section 10.1.Binding Effects; Benefits. This Agreement shall inure to the benefit of and shall be binding upon the Company, and the Holders and their respective heirs, legal representatives, successors and assigns. Nothing in this Agreement, expressed or implied, is intended to or shall confer on any person other than the Company, and the Holders, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 10.2.Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given if delivered personally, sent via electronic facsimile (with confirmation) or electronic mail (upon transmission), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as may be specified by like notice):

if to the Company, to:

with copies (which shall not constitute notice) to:

Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Attn: Timothy Graulich Jarret Erickson Richard J. Steinberg Benjamin Weissler Email: timothy.graulich@davispolk.com jarret.erickson@davispolk.com richard.steinberg@davispolk.com benjamin.weissler@davispolk.com

if to United, to:

United Airlines, Inc.

233 South Wacker Drive

Chicago, Illinois 60606

Attn: Corporate Secretary

Email: CSOffice@united.com

with copies (which shall not constitute notice) to:

Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, New York 10004

Attn: Kathryn A. Coleman

Javad Husain

Jeffrey S. Margolin

Email: katie.coleman@hugheshubbard.com

javad.husain@hugheshubbard.com

jeff.margolin@hugheshubbard.com

if to the Additional Investment Parties, to:

Cleary Gottlieb Steen & Hamilton

One Liberty Plaza

New York, NY 10006

Attn: Richard J. Cooper Thomas S. Kessler Carina S. Wallance

Email: rcooper@cgsh.com

tkessler@cgsh.com

cwallance@cgsh.com

and

Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados

Alameda Joaquim Eugênio de Lima, 447

Bela Vista, São Paulo – SP, 01403-001

Attn: Marina Anselmo Schneider

Marcelo Sampaio Góes Ricupero

Email: marina.anselmo@mattosfilho.com.br

mricupero@mattosfilho.com.br

If to any other Holders, at their addresses as they appear in the on the books of the Company or the Bookkeeping Agent, as applicable, and, if different, at the addresses appearing in the records of the transfer agent or registrar for the Common Shares.

Section 10.3.Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holders, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns and the Holders.

Section 10.4.Examination of this Agreement. A copy of this Agreement, and of the entries in the books of the Company or the Bookkeeping Agent, as applicable, relating to such Holder’s Warrants, shall be available at all reasonable times at an office designated for such purpose by the Company, for examination by the Holder of any Warrant.

Section 10.5.Counterparts. This Agreement may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 10.6.Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation hereof.

Section 10.7.Amendments.

(a)Subject to Section 7.7(b) below, this Agreement may not be amended or modified except in writing signed by the Company and the applicable Holder(s).

(b)The Company may from time to time supplement or amend this Agreement or the Warrants, as follows:

(i)in order to cure any ambiguity, manifest error or other mistake in this Agreement or the Warrants, or to correct or supplement any provision contained herein or in the Warrants that may be defective or inconsistent with any other provision herein or in the Warrants, or to make any other provisions in regard to matters or questions arising hereunder that the Company may deem necessary or desirable and that shall not adversely affect, or materially alter or change the interests of, the Holders, or

(ii)with the prior written consent of the Requisite Holders; provided, however, that the consent of each Holder adversely affected thereby shall be required for any amendment that (i) reduces the term of the Warrants (or otherwise modifies any provisions pursuant to which the Warrants may be terminated or cancelled), (ii) increases the Exercise Price and/or decreases the number of Warrant Exercise Shares (or, as applicable, the amount of such other securities and/or assets) deliverable upon exercise of the Warrants, other than such increases and/or decreases that are made pursuant to Article IV or (iii) modifies, in a manner adverse to the Holders generally, the material anti-dilution provisions set forth in Article IV or otherwise materially and adversely modifies the rights of the Holders hereunder.

(c)Any amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section 7.7 shall be binding upon all Holders and upon each future Holder and the Company. In the event of any amendment, modification or waiver, the Company shall give prompt notice thereof to all Holders. Any failure of the Company to give such notice or any defect therein shall not, however, in any way impair or affect the validity of any such amendment.

Section 10.8.No Inconsistent Agreements; No Impairment. The Company shall not, on or after the date hereof, enter into any agreement which conflicts with the rights granted to the Holders in this Agreement. The Company represents and warrants to the Holders that the rights granted hereunder do not in any way conflict with the rights granted to any other persons under any other agreements. The Company shall not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder, but will at all times in good faith assist in the carrying out of all the provisions of the Warrants and in the taking of all such action as may be necessary in order to preserve the exercise rights of the Holders against impairment.

Section 10.9.Integration/Entire Agreement. This Agreement are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Company and the Holders. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the Warrants. This Agreement supersedes all prior agreements and understandings between the parties with respect to the Warrants.

Section 10.10.Governing Law, Etc. Except with respect to matters required to be governed by the laws of Brazil, this Agreement shall be governed by and construed in accordance with the laws of the State of New York . Each party hereto consents and submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and of the U.S. federal courts located in the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Agreement or the transactions contemplated hereby. In connection with any such action or proceeding in any such court, each party hereto hereby waives personal

service of any summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 7.2 hereof. Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.

Section 10.11.Termination. This Agreement will terminate on the earlier of (i) such date when all Warrants have been exercised with respect to all shares subject thereto and all such shares delivered to the Holders according to the terms herein or (ii) the expiration of the Exercise Period.

Section 10.12.Waiver of Trial by Jury. Each party hereto, including each Holder by its receipt of a Warrant, hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement and the transactions contemplated hereby.

Section 10.13.Remedies. The Company hereby agrees that, in the event that it violates any provisions of the Warrants (including, in the case of the Company, the obligation to deliver Common Shares upon the exercise thereof), the remedies at law available to the Holders of such Warrants may be inadequate. In such event, the Requisite Holders and, other than in the event the Company fails to deliver Warrant Exercise Shares upon a Holder’s exercise of its Warrants (which shall not require the consent of the Requisite Holders), with the prior written consent of the Requisite Holders, the Holders of such Warrants, shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this Agreement and the Warrants.

Section 10.14.Costs of Enforcement. The Company shall reimburse the Holders for their reasonable and documented costs and expenses (including reasonable attorneys’ fees and expenses) incurred in enforcing any rights or remedies under this Agreement, whether in court, arbitration, or otherwise, including in connection with any appeal or judgment enforcement.

Section 10.15.Severability. In the event that any one or more of the provisions contained in this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

Section 10.16.

[Signature Page Follows]

ARTICLE XI.IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned parties hereto as of the date first above written.

AZUL S.A.

By:	/s/ John Peter Rodgerson
	Name: John Peter Rodgerson
	Title: Chief Executive Officer

UNITED AIRLINES, INC.

By:	/s/ Michael Leskinen
	Name: Michael Leskinen
	Title: Executive Vice President and Chief Financial Officer

[***]

SCHEDULE 1

Form of Warrants

EXHIBIT A

Schedule of Holders, Warrants and Common Shares

Document

Exhibit 4.24

WARRANT AGREEMENT

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 17, 2026, is by and among Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”), American Airlines, Inc. (the “Holder”).

WHEREAS, the Company, the Holder and other parties have entered into that certain Equity Investment Agreement, dated as of November 7, 2025 (the “Original Equity Investment Agreement”), pursuant to which, among other things, the Holder has committed to make certain strategic investments in the Company in connection with the Restructuring Transactions;

WHEREAS, pursuant to the Plan of Reorganization, the Company, the Holder and other parties have entered into that certain Amended and Restated Equity Investment Agreement, dated as of February 17, 2026 (the “Equity Investment Agreement”), pursuant to which, among other things, the Holder has committed to subscribe for warrants (bônus de subscrição), in the form of Schedule 1 hereto (the “Warrants”), exercisable into a number of Common Shares, equal to 7.87% of the Common Shares outstanding as of the Plan Effective Date (which shall be as set forth in Exhibit A) (the “Shares” and such percentage, the “Agreed Percentage”) with an

aggregate exercise price of USD$100,000,000, to be exercised in whole in or part by the Holder in accordance with the terms herein;

WHEREAS, without limiting the Holder’s right to receive Common Shares corresponding to the Agreed Percentage, the Company will grant preemptive rights to its existing shareholders, pursuant to the Brazilian Law No. 6,404/76 (“Brazilian Corporations Law”), which, upon exercise, will entitle each shareholder the right to purchase a certain number of additional Warrants, based on their pro rata equity stake in the Company’s share capital;

WHEREAS, United Airlines, Inc. (“United”), the Additional Investment Parties, and the Requisite Backstop Commitment Parties (as defined in the A&R Backstop Commitment Agreement) have consented to the issuance of Warrants pursuant hereto in accordance with the Plan of Reorganization, the Other SIP Subscription Agreements, as amended, the Additional Equity Investment Agreement, and the A&R Backstop Commitment Agreement, as applicable, and in that context have waived to their preemptive rights in connection with the issuance of the Warrants;

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1.Definition of Terms. Capitalized terms not defined herein shall have the respective meanings set forth in the Equity Investment Agreement. As used in this Agreement, the following capitalized terms shall have the following respective meanings:

(a)“A&R Backstop Commitment Agreement” has the meaning set forth in the Equity Investment Agreement.

(b)“Additional Common Shares” has the meaning set forth in Section 4.1 hereof.

(c)“Additional Investment Parties” means, collectively, the Subscribers as defined in the Additional Equity Investment Agreement.

(d)“Additional Equity Investment Agreement” has the meaning set forth in the Equity Investment Agreement.

(e)“Adjustment Event” has the meaning set forth in Section 4.2 hereof.

(f)“Affiliate” has the meaning set forth in Rule 12b-2 of the Exchange Act.

(g)“Agreed Percentage” has the meaning set forth in the Recitals.

(h)“Antitrust Authority” has the meaning set forth in the Equity Investment Agreement.

(i)“Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. §§ 101-1532.

(j)“Board of Directors” means the Board of Directors of the Company.

(k)“Bookkeeping Agent” means the financial institution engaged by the Company to provide securities registration services, which is currently Itaú Corretora de Valores S.A.

(l)“Business Day” means any day other than a Saturday, Sunday or any other day on which (i) the Primary Stock Exchange is closed for trading or (ii) banking institutions in New York, New York, or São Paulo, São Paulo, are authorized or obligated by Law to close.

(m)“CADE” means Brazil’s Administrative Council for Economic Defense.

(n)“CADE Approval” shall be deemed obtained upon the first to occur of the following: (a) the issuance of the certificate of final judgment by CADE (certidão de trânsito em julgado) regarding the decision of the General Superintendence approving the transaction, without any condition, restriction or requirement, provided that no third-party appeal or request for avocation by a member of the Administrative Tribunal of CADE has been filed during such fifteen (15) days, in accordance with article 132 of CADE’s Internal Rules (as approved by CADE Resolution No. 32, of February 2, 2021), or (b) publication of the final decision by the Administrative Tribunal of the CADE approving the transaction or applying remedies, subject to the limitations provided herein and in Section 6.4(e) of the Equity Investment Agreement.

(o)“Change of Control” means, in each case, with respect to the Company and in connection with a consolidation, merger, sale of substantially all assets or similar transaction: (i) any recapitalization, reclassification or change of the Common Shares (other than changes resulting from a subdivision or combination) as a result of which all Common Shares would be converted into, or exchanged for, stock, other securities, other property or assets; (ii) any share exchange, consolidation or merger of the Company pursuant to which all Common Shares will be converted into cash, other securities or other property; (iii) any transaction or series of related transactions (including any reorganization, merger, consolidation, share exchange or other transaction) as a result of which any Person or “group” (within the meaning of Article 116 of the Brazilian Corporations Law) becomes the beneficial owner (directly or indirectly) of more than 50% of the voting stock of the Company (or any successor thereto; provided, however, that such a transaction in which the holders of all classes of the Company’s ordinary share capital immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction shall not be a Change of Control pursuant to clause (i), clause (ii) or this clause (iii); or (iv) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s Subsidiaries; provided that, notwithstanding the forgoing, a transaction which triggers an adjustment pursuant to Sections 4.1, 4.2 or 4.3 hereof shall not be a Change of Control. For the avoidance of doubt, in no event shall any merger, consolidation, share exchange or similar transaction between the Company and Azul Linhas Aéreas Brasileiras, or between the

Company and any other of the Company’s Subsidiaries, constitute a Change of Control under this Agreement. For the avoidance of doubt, the Holder shall be entitled to receive notice of a transaction that constitutes a Change of Control reasonably promptly following the public announcement of the consummation thereof, which notice shall describe in reasonable detail the material terms of such Change of Control, including the consideration paid in connection therewith. Failure to provide such notice shall not affect the effectiveness or validity of any Change of Control.

(p)“Common Shares” has the meaning set forth in the Recitals, and shall include any successor security as a result of any recapitalization, reorganization, reclassification or similar transaction involving the Company.

(q)“Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Shares or ADSs, but excluding Options.

(r)“Creditors’ Entities” has the meaning set forth in the Plan of Reorganization.

(s)“Current Sale Price” of the Common Shares on any date of determination means:

(iv)in all other cases, as determined in good faith by the Board of Directors.

ARTICLE II.The Current Sale Price shall be determined without reference to early hours, after hours or extended market trading.

(a)“CVM” means the Brazilian Securities Commission.

(b)“Date of Issuance” has the meaning set forth in Section 2.1(a) hereof.

(c)“Election Meetings” has the meaning set forth in Section 3.3(b) hereof.

(d)“Equity Investment Agreement” has the meaning set forth in Recitals.

(e)“ERO” has the meaning set forth in the Recitals.

(f)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(g)“Exercise Date” means the date on which the Warrants are exercised pursuant to and in accordance with the terms and conditions described herein.

(h)“Exercise Notice” has the meaning set forth in Section 3.4(a) hereof.

(i)“Exercise Period” has the meaning set forth in Section 3.2 hereof.

(j)“Exercise Price” means USD$0.000020938828792967700 per Warrant converted into Brazilian Reais based on the PTAX as of the Business Day immediately prior to the Exercise Date; provided that, for the avoidance of doubt, the aggregate Exercise Price in United States dollars payable by the Holder hereunder upon exercise of all the Warrants is USD$100 million, which shall be proportionally reduced in case of a Partial Exercise (as defined below), disregarding, in any case, any and all references to its conversion to Brazilian Reais which the Company hereby waives and shall not apply to the Warrants exercised pursuant to this Agreement as set forth in Section 3.2(a)(i).

(k)“Fully Diluted” means all Common Shares outstanding as of the applicable measurement date together with all Common Shares then issuable upon (i) the conversion of Convertible Securities at the then applicable conversion rate, and (ii) the exercise of any Options; provided that, for purposes of clauses (i) and (ii), (A) all conditions to the convertibility and/or exercisability of Convertible Securities and Options of the Company, shall be deemed to have been satisfied, and (B) all authorized but unissued Common Shares reserved for issuance under any equity compensation plan, employee stock purchase plan or similar plan, or reserved for issuance upon the exercise, conversion or exchange of any outstanding Options, Convertible Securities, warrants, or other rights, whether or not such shares have been granted or allocated to any specific recipient, shall be included in such calculation. For the avoidance of doubt, “Fully Diluted” shall include all Common Shares issuable upon the exercise of Options and the conversion of Convertible Securities that are outstanding or have been authorized for issuance, regardless of whether such Options or Convertible Securities have vested, are currently exercisable, or are subject to any conditions precedent to exercise or conversion.

(l)“Governance Term Sheet” has the meaning set forth in the Plan of Reorganization.

(m)“Governmental Authority” means any (i) government, (ii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal), or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.

(n)“Holder” has the meaning set forth in the Recitals.

(o)“Law” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.

(p)“Legal Limit” means the maximum percentage of Common Shares (on a Fully Diluted basis) that the Holder may acquire without triggering any requirement for regulatory approval, filing, or notification under applicable Law (including any ownership, control, or change-of-control thresholds under Brazilian law, antitrust law, or aviation law), which, as of the date hereof, shall not exceed four point ninety-nine (4.99%) of the Common Shares outstanding as of the Exercise Date.

(q)“Options” means any warrants or other rights or options to subscribe for or purchase Common Shares or Convertible Securities, whether or not currently exercisable, vested, or subject to any conditions to exercise, including without limitation (i) options granted pursuant to any stock option, equity incentive, or similar plan of the Company, (ii) warrants, including the GUC Warrants, (iii) phantom equity, stock appreciation rights, restricted stock units or other equity-linked awards that are payable or settleable in Common Shares, and (iv) any other contract, commitment, understanding or arrangement pursuant to which the Company is or may become obligated to issue or sell Common Shares or Convertible Securities.

(r)“Other SIP Subscription Agreements” has the meaning set forth in the Equity Investment Agreement.

(s)“Outside Date” means the date that is three hundred thirty (330) days after all formal filings necessary to begin the CADE Approval review period for the Holder have been made (or are required to be made hereunder), plus fifteen (15) Business Days.

(t)“Partial Exercise Trigger Date” has the meaning set forth in Section 3.2A(a) hereof.

(u)“Permitted Transferee” has the meaning set forth in Section 2.1(d) hereof.

(v)“Person” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, or any other entity (as such term is defined in the Bankruptcy Code).

(w)“Plan Effective Date” means the occurrence of the “Effective Date” under the Plan of Reorganization.

(x)“Plan of Reorganization” has the meaning set forth in the Recitals.

(y)“Primary Stock Exchange” means the principal securities exchange or over-the-counter market on which the Common Shares are listed or traded.

(z)“Pro Rata Repurchase Offer” means any offer to purchase Common Shares by the Company or any Affiliate thereof pursuant to (i) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (ii) any other offer available to substantially all holders of Common Shares (subject to satisfaction of any conditions to participation therein such as those relating to minimum holding percentages or accredited status) to purchase or exchange their Common Shares, in the case of both (i) or (ii), whether for cash, shares of capital stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person, or any other property (including, without limitation, shares of capital stock, other securities or evidences of indebtedness of a Subsidiary), or any combination thereof, effected while the Warrants are outstanding; excluding, in all cases any tender offer made to holders of fewer than one hundred Common Shares in order to reduce the number of small shareholders of record (odd lot tender offers). The “effective date” of a Pro Rata Repurchase Offer shall mean the date of acceptance

of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase Offer or the date of purchase with respect to any Pro Rata Repurchase Offer that is not a tender or exchange offer.

(aa)“Requisite Holders” means the Holders of Warrants exercisable for a majority of the Common Shares issuable upon exercise of all Warrants then outstanding, including in all cases the Holder, for so long as the Holder holds Warrants hereunder.

(ab)“SEC” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act.

(ac)“Securities Act” means the Securities Act of 1933, as amended.

(ad)“Strategy Committee” means the statutory committee established pursuant to the Company’s amended bylaws.

(ae)“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company or other business entity (other than a corporation), a majority of the partnership, limited liability company or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company or other business entity gains or losses or shall be or control the general partner, the managing member or entity performing similar functions of such partnership, limited liability company or other business entity.

(af)“Transfer” means any transfer, sale, assignment or other disposition.

(ag)“United” has the meaning set forth in the Recitals.

(ah)“Warrant Exercise Shares” means the number of Common Shares issuable upon the exercise of a Warrant, which is subject to adjustment as set forth in Article IV.

(ai)“Warrants” has the meaning set forth in the Recitals.

Section 2.1.Rules of Construction.

(c)References to “$” are to dollars in lawful currency of the United States of America.

(d)The Exhibits attached hereto are an integral part of this Agreement.

ARTICLE III.

WARRANTS

Section 3.1.Issuance of Warrants; Purchase Price.

(a)On the terms and subject to the conditions of this Agreement and in accordance with the terms of the Plan of Reorganization and the Equity Investment Agreement, as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, pursuant to the CVM’s applicable regulations, on the date that is two (2) Business Days following the date on which the statutory preemptive rights period as set forth in Section 2.3 herein concludes; provided that such date shall occur not more than fifty (50) days following the Plan Effective Date (such date, the “Date of Issuance”), the Company will issue 4,775,816,307,051 Warrants to the Holder for a total purchase price of R$ 1.00 payable to the Company; provided that, if the Company fails to cause the Warrants to be validly issued to the Holder within two (2) Business Days after the Date of Issuance, then, without limiting any other rights and remedies of the Holder (including specific performance), the Warrants shall be deemed issued as of the Date of Issuance for all purposes of this Agreement (including for purposes of Article IV), and the Company shall be obligated to deliver written confirmation of such issuance and update its share records (including by instructing the Brazilian Stock Exchange, as applicable) accordingly on the same day; and provided, further, that if the Warrants have not been issued within two (2) Business Days after the Date of Issuance, the Holder shall be entitled to injunctive relief and specific performance to compel issuance, and the Company shall reimburse the Holder for its reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in connection with enforcing this Section 2.1(a). The parties acknowledge the “Date of Issuance” defined in this Section 2.1(a) is the “Date of Issuance” referenced elsewhere in this Agreement.

(b)The number of Common Shares issuable pursuant to exercise of all the Warrants by the Holder shall be 4,775,816,307,051 shares, as such amount may be adjusted from time to time pursuant to Article IV hereof; provided that, for the avoidance of doubt, (i) such number shall be automatically and correspondingly adjusted pursuant to Article IV of this Agreement, and (ii) any fractional share resulting from an adjustment shall be rounded up to the nearest whole share.

(c)The Company will be required to issue additional Warrants to its existing shareholders in the event of the exercise of preemptive rights, pursuant to the Brazilian Corporations Law and Section 2.3 of this Agreement; provided, however, that such additional issuance shall not affect the issuance of 4,775,816,307,051 Warrants to the Holder and the number of Common Shares issuable thereunder.

(d)Unless otherwise provided in this Agreement, the Warrants shall be issued by electronic entry registration on the books of the Company or the Bookkeeping Agent, as applicable, and consistent with the methods specified in Section 3.4(b), and, if held in the central depository, reflected in the central depository records. The Company shall cause its share records to be updated contemporaneously with such issuance and to reflect any permitted Transfer within two (2) Business Days after receipt of duly completed Transfer instructions in accordance with this Agreement. All Warrants held by the Holder shall be subject to the transfer restrictions set forth in Section 5.1, and may not be transferred, except to an Affiliate of the Holder or as instructed by the Company pursuant to Section 3.3 hereof, and shall otherwise remain with Lumen Trust Ltda. (“Comissário”) until the Warrants are cancelled as provided herein (each, a “Permitted Transferee”). Nothing in this Section 2.1(d) shall be construed to

permit any transfer of Warrants other than as permitted under Section 5.1. No certificate will be issued in connection with the issuance of the Warrants. For the avoidance of doubt, references herein to the “Issuance Date” are to the “Date of Issuance” defined in Section 2.1(a).

Section 3.3.Preemptive Rights.

(a)To the maximum extent permitted by Article 77, sole paragraph, and Article 171, paragraph 3, of the Brazilian Corporations Law, the Company shall expedite the delivery of the Warrants to the Holder and initiate the statutory preemptive rights relating to the issuance of the Warrants in no more than ten (10) Business Days from the date hereof, provided, in all cases, that the Company shareholders’ right to exercise their statutory preemptive rights shall be limited to a single thirty (30)-day period, with no additional periods being granted or right to receive leftovers (sobras). Following the conclusion of this preemptive rights period, the Company shall, consistent with the terms of this Agreement and the Equity Investment Agreement, issue to the Holder 4,775,816,307,051 Warrants exercisable for 4,775,816,307,051 Common Shares.

(b)The Company shall have received waivers from the Creditors’ Entities of their preemptive rights for the subscription of the Warrants.

(c)The Company shall indemnify and hold harmless the Holder from and against any reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in connection with enforcing this Section 2.3.

ARTICLE IV.

TERMS AND EXERCISE OF WARRANTS

Section 4.1.Exercise Price. Each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, the right to purchase from the Company one Common Share (subject to adjustment from time to time as provided in Article IV hereof), at the price equal to the Exercise Price. The Holder may elect to receive American Depositary Shares (“ADS”) in lieu of Common Shares upon any exercise of Warrants hereunder and such ADSs shall if applicable, be listed in accordance with the Registration and Listing Terms.

Section 4.2.Exercise Period. Warrants shall be exercised by the Holder in whole upon satisfaction of the Mandatory Exercise Conditions pursuant to Section 3.3(a), or to the extent permitted under Section 3.2A or otherwise under applicable Law, in part (in which case the Mandatory Exercise Conditions shall not be required to be met) (x) after the Date of Issuance and (y) prior to the earlier to occur of: (i) the Outside Date, (ii) any Law or Order shall have been enacted, adopted or issued by any Governmental Authority that prohibits the issuance of the Shares to the Holder or CADE has denied approval to the Holder, (iii) the Holder fails to exercise the Warrant within fifteen (15) Business Days of receipt of CADE Approval, (iv) termination of the Equity Investment Agreement in accordance with its terms, or (v) the final withdrawal or termination of filings before CADE is made in accordance with Sections 3.3(d) and 3.3(e) hereof (the period from the Date of Issuance to the date upon which the event in the foregoing clauses (i)-(v) has occurred, the “Exercise Period”). For the avoidance of doubt, the Holder’s obligation to exercise the Warrants shall be subject to the complete satisfaction (or waiver by the Holder) of the Mandatory Exercise Conditions set forth herein, but the Holder may

opt, at its sole discretion, to carry-out a Partial Exercise even if the Mandatory Exercise Conditions are not met. To the extent that a Warrant is not exercised during the Exercise Period, it shall be automatically terminated with no action by any Person, and with no further rights thereunder, upon such expiration; provided that, (a) the Warrants shall not terminate automatically and the Company, through a resolution of its Strategic Committee, shall be entitled to, at its sole cost, either determine its cancellation or to instruct the transfer of such Warrant (by the Comissário or by the Holder, as the case may be) in the event that the Holder (1) fails to exercise the Warrant within fifteen (15) Business Days of receipt of CADE Approval in satisfaction of Section 3.3(a)(i), (2) finally withdraws or terminates filings before CADE prior to November 1, 2026 (assuming CADE Approval has not been received by such date in satisfaction of Section 3.3(a)(i), or (3) is in material default of its obligations under the Equity Investment Agreement or this Agreement and, in each case, the Exercise Period shall be extended to effectuate any transfer and subsequent exercise, as applicable, and (b) the Warrants shall be partially exercisable in accordance with Section 3.2A herein and the Exercise Period shall be extended solely to permit such Partial Exercise. For the avoidance of doubt, the Holder shall cease to hold the Warrant, with no action by the Holder and no further rights thereunder, as of the Outside Date if not exercised on or prior to such date.

Section 4.3.Section 3.2A Partial Exercise.

(a)Notwithstanding anything to the contrary in this Agreement, if (i) any Law or Order shall have been enacted, adopted or issued by any Governmental Authority that prohibits the exercise of the Warrants in full by Holder, (ii) CADE shall have denied its approval to the Holder, (iii) the CADE Approval shall not have been obtained in satisfaction of Section 3.3(a)(i) by the date that is fifteen (15) Business Days prior to the Outside Date, or (iv) Holder shall have withdrawn or terminates the filings before CADE in accordance with Section 3.3(e) (each of (i) through (iv), the “Partial Exercise Trigger Date”), the Holder shall have the right, exercisable in its sole discretion, to exercise during the Exercise Period, as extended pursuant to Section 3.2 above, a portion of the Warrants representing such number of Common Shares as shall not exceed the Legal Limit within 30 Business Days of such Partial Exercise Trigger Date (such exercise, a “Partial Exercise”).

(b)In the event of a Partial Exercise pursuant to this Section 3.2A:

(i)The Holder shall deliver an Exercise Notice specifying the number of Warrants to be exercised, which number shall correspond to a number of Common Shares not exceeding the Legal Limit;

(ii)The Exercise Price for such partially exercised Warrants shall be calculated on a pro rata basis (i.e., the aggregate Exercise Price of USD$100,000,000 multiplied by a fraction, the numerator of which is the number of Warrants being exercised and the denominator of which is the total number of Warrants originally issued);

(iii)Upon a Partial Exercise, the Warrants not so exercised shall terminate automatically, with no further action required by any party and with no further rights thereunder; and

(iv)For the avoidance of doubt, the anti-dilution adjustments set forth in Article IV shall apply to any Partial Exercise, and the Holder's rights under Article IV shall be calculated with respect to the Warrants actually exercised.

(c)The right to Partial Exercise under this Section 3.2A shall survive any withdrawal or termination of CADE filings by the Holder in accordance with Section 3.3(e).

Section 4.4.Mandatory Exercise and Other Covenants.

(a)Notwithstanding the Partial Exercise right, the Holder shall have the obligation to exercise all of the Warrants (or direct the Comissário to exercise all of the Warrants) and pay the full Exercise Price in an aggregate amount equal to USD$100 million in respect thereof promptly (and in any event within two business days) after the satisfaction of the following conditions (the “Mandatory Exercise Conditions”):

(i)CADE Approval shall have been obtained on terms satisfactory to the Holder.

(ii)No Law or Order shall have been enacted, adopted or issued by any Governmental Authority that prohibits the issuance of the Shares under this Agreement.

(iii)The Alliance Agreement, Codeshare Agreement and Frequent Flyer Program Agreements shall have been executed, approved by CADE, and not otherwise have been terminated by the Company or as a result of a breach by the Company.

(iv)The Interim Director and Interim SC Member (each as defined in the Governance Term Sheet) shall have resigned from the Board and the Strategy Committee, respectively, and Jeff Ogar shall have been seated on the Board (in such capacity, the “Alternate Director”) and Strategy Committee (in such capacity, the “Alternate SC Member”), respectively (and each as defined in the Governance Term Sheet).

(v)The Closing Date under the Equity Investment Agreement shall have occurred.

(vi)The number of Common Shares to be issued to the Holder upon exercise of the Warrants shall be adjusted, if necessary, solely as set forth Article IV of this Agreement.

(vii)No Change of Control has occurred.

(viii)Other SIP Subscription Agreements. $100 million, or its equivalent in Brazilian reais, shall have been collectively funded, or contemporaneously funded with the exercise of the Warrants, by any other Strategic Investment Party (as defined in the Equity Investment Agreement).

Section 4.5.Notwithstanding the foregoing, the conditions set forth in clauses (iii), (iv), (vi), and (viii) above may be waived, in whole or in part, by the Holder in its sole discretion by written notice to the Company, in which case such waived conditions shall be deemed satisfied for purposes of this Section 3.3(a). No later than ten (10) Business Days following receipt of CADE Approval, if any condition subject to waiver in the preceding sentence is not satisfied, the Holder shall decide whether to waive such conditions and exercise the Warrants.

(a)Investiture and Election to the Board and Strategy Committee. The Company covenants and agrees that it has caused the election of the Alternate Director and shall cause the election of the Alternate SC Member as alternate members of the Board of Directors and the Strategy Committee, respectively, at (i) a general shareholders’ meeting of the Company which occurred on February 12, 2026, and (ii) a Board of Directors’ meeting of the Company, to occur prior to the Plan Effective Date, and, in each case, the effectiveness of the investiture shall be subject to (condição suspensiva de eficácia) CADE Approval (“Election Meetings”). For that purpose and notwithstanding anything to the contrary (including any omissions or discrepancies between the Election Meetings’ call documents and management proposal and the obligations herein), during the relevant general shareholders’ meeting, the Creditors’ Entities have proposed that the Alternate Director be elected as an alternate Board member to the Interim Director, and voted all its shares in favor of their election, in each case, the effectiveness of the investiture of which shall be subject to CADE Approval.

(b)Interim Member Resignation. The Company covenants and agrees that, promptly (and in any event within two (2) Business Days) following the initial exercise of the Warrants by the Holder in full for USD$100,000,000 in accordance with Section 3.3, the Company shall cause the Interim Director and the Interim SC Member to resign from the Board and the Strategy Committee, respectively. For the avoidance of doubt, upon the earlier of the expiration of the Exercise Period and the Partial Exercise Trigger Date, the condition for effectiveness of Alternate Director and Alternate SC Member shall be deemed to never have occurred and such appointment shall thereafter become null and void for all legal purposes.

(c)Withdrawal of CADE Application. Notwithstanding anything to the contrary herein or in the Equity Investment Agreement, the Holder shall be permitted, in its sole discretion, to withdraw or terminate, or cause the withdrawal or termination of, any filings before CADE if CADE Approval has not been received by 5:00 p.m., New York time, on November 1, 2026.

(d)Certain Issuances. If, at any time prior to the Exercise Date, the Company issues any additional equity securities (or securities convertible into or exercisable for equity securities) that would result in the dilution of the Holder’s Agreed Percentage in the Common Shares (calculated on a fully diluted basis assuming the exercise of all Warrants then outstanding) to below five percent (5%) of the Common Shares outstanding as of the end of the Exercise Period, the Holder shall have the right, upon written notice to the Company, to withdraw or terminate, or cause the withdrawal or termination of, any filings before CADE.

(e)CADE Filing. The Company shall file, or cause to be filed, all formal filings necessary to begin the CADE Approval review period on or prior to March 31, 2026.

Section 4.6.Method of Exercise.

(a)Exercise of Warrants.

(i)In connection with the exercise of any Warrants, the Holder(s) shall deliver to the Company an exercise notice (“Exercise Notice”). The Holder(s) shall (i) surrender such Warrants for the number of Warrant Exercise Shares being exercised, and (ii) pay the aggregate Exercise Price in United States dollars for such Warrant Exercise Shares, which such payment shall be made by wire transfer to an account specified in writing by the Company to such Holder, in immediately available funds in an amount equal to the Exercise Price in United States dollars multiplied by the number of Warrants exercised. For the avoidance of doubt, the aggregate Exercise Price in United States dollars corresponding to all Warrants issued hereunder is USD$100 million, and shall be proportionally reduced in case of a partial exercise disregarding, in any case, any

and all references to its conversion to Brazilian Reais which the Company hereby waives and shall not apply to the Warrants exercised pursuant to this Agreement.

(b)It is the understanding of the parties that the Warrants will be issued directly to and deposited with the Comissário to be retained for the benefit of the Holder, at the Company’s sole cost and expense, and pursuant to an agreement reasonably satisfactory to the Holder. The Comissário will hold such Warrants until CADE Approval or other partial exercise as permitted hereunder. Upon satisfaction of the Mandatory Exercise Conditions, the Holder shall immediately, and in any event within one (1) Business Day thereafter, pay the full amount of the Exercise Price to the Company (disregarding any requirements for conversion to Brazilian Reais as per Section 3.4(a)(i)) and concurrently direct the Comissário to exercise the Warrants. Upon the partial exercise of the Warrants as permitted hereunder, the Holder shall immediately, and in any event within one (1) Business Day thereafter, pay the amount of the Exercise Price in connection with such exercise to the Company (disregarding any requirements for conversion to Brazilian Reais as per Section 3.4(a)(i)) and concurrently direct the Comissário to exercise the corresponding amount of Warrants. The Comissário shall exercise the Warrants, receive the Shares in its name and upon written instruction from the Holder deposit such Shares into the Company’s ADS program. Any fractional number of Common Shares that does not reach the necessary number of Common Shares to form one (1) ADS shall remain with the Comissário; provided, however, that the Comissário shall be responsible for, as soon as reasonably practicable and no later than thirty (30) days following the deposit of Common Shares into the Company’s ADS program pursuant to this Section 3.4(b), selling such Common Shares on the Primary Stock Exchange, and transferring the full proceeds of such sale, in cash, to the Holder upon receipt of payment instructions from the Holder.

(c)For the avoidance of doubt, upon a Partial Exercise pursuant to Section 3.2A, the Holder shall pay the pro rata portion of the Exercise Price corresponding to the Warrants so exercised, and the Comissário shall exercise only the corresponding amount of Warrants on behalf of the Holder, with the remaining Warrants terminating in accordance with Section 3.2A(b)(iii).

Section 4.7.Issuance of Common Shares.

(a)Upon the effectiveness of the exercise of the Warrants (in whole or in part, including any Partial Exercise pursuant to Section 3.2A) pursuant to Section 3.4(a), the Company shall, subject to Section 3.6, promptly at its expense, and in no event later than ten (10) Business Days after the end of the period for the delivery of the Warrants and payment of the Exercise Price (or pro rata portion thereof in the case of a Partial Exercise) pursuant to Section 3.4(a)(i), cause to be issued as directed by the Holder of such Warrants the total number of whole Common Shares for which such Warrants are being exercised (as the same may be hereafter adjusted pursuant to Article IV) registered as directed by the Holder.

(b)The Warrant Exercise Shares shall be deemed to have been issued at the time at which all of the conditions to such exercise have been fulfilled, and the Holder, or other person to whom the Holder shall direct the issuance thereof, shall be deemed for all purposes to have become the holder of such Warrant Exercise Shares at such time.

Section 4.8.Reservation of Shares.

(b)The Company covenants that it will take such actions as may be necessary or appropriate in order that all Warrant Exercise Shares issued upon exercise of the Warrants will, upon issuance in accordance with the terms of this Agreement, be fully paid and non-assessable and free from any and all (i) security interests created by or imposed upon the Company and (ii) taxes, liens and charges with respect to the issuance thereof, pursuant to Section 3.8 below. If at any time prior to the expiration of the Exercise Period the number and kind of authorized but unissued shares of the Company’s capital stock shall not be sufficient to permit exercise in full of the Warrants, the Company will promptly take such corporate action as may, in the opinion of its counsel, be reasonably necessary (including seeking stockholder approval, if required) to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes. The Company agrees that its issuance of Warrants shall constitute full authority to its officers who are charged with the issuance of Warrant Exercise Shares to issue Warrant Exercise Shares upon the exercise of Warrants.

Section 4.9.Fractional Shares. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to issue any fraction of a share of its capital stock in connection with the exercise of any Warrants, and in any case where a Holder of Warrants would, except for the provisions of this Section 3.7, be entitled under the terms thereof to receive a fraction of a share upon the exercise of such Warrants, the Company shall, upon the exercise of such Warrants, issue or cause to be issued only the largest whole number of Warrant Exercise Shares issuable upon such exercise (and such fraction of a share will be disregarded, and the Holder shall not have any rights or be entitled to any payment with respect to such fraction of a share); provided that the number of whole Warrant Exercise Shares which shall be issuable upon the contemporaneous exercise of any Warrants shall be computed on the basis of the aggregate number of Warrant Exercise Shares issuable upon exercise of all such Warrants.

Section 4.10.Payment of Taxes. In connection with the exercise of any Warrants, the Company shall pay all expenses in connection with, and all transfer, registration, documentary, value added, stamp or similar taxes and other charges of any Governmental Authority that may

be imposed with respect to, the issuance or delivery of Warrant Exercise Shares upon such exercise by the Holders or the Comissário on behalf of the Holders; provided, however, that the Company shall not be required to pay (i) any applicable withholding or income tax imposed by any Governmental Authority on the Holders or any other Person or (ii) any transfer, registration, documentary, value added, stamp or similar taxes and other charges imposed by any Governmental Authority on the issuance or delivery of the Warrant Exercise Shares to any Person other than the Holders or the Comissário on behalf of the Holders, and no such issuance or delivery shall be made to any Person other than the Holders or the Comissário on behalf of the Holders unless and until the Person requesting such issuance has paid to the Company the amount of any such tax or other charge, or has established to the satisfaction of the Company that such tax or other charge has been paid. The Company shall also pay under Section 3.2(c) of the Equity Investment Agreement all applicable capital gains or other similar taxes (“capital gains taxes”) incurred by the Holders or the Comissário on behalf of the Holders in connection with any exchange or conversion of the Warrant Exercise Shares into the Company’s ADS program by the Comissário on behalf of the Holders; provided, however, if the Holders' actual Taxes are reduced on a subsequent sale (or taxable event) of such ADS because of the incurrence of such capital gains taxes, the Holders shall promptly reimburse the Company to the extent of such reduction on a “with and without” basis (not to exceed the amount of capital gains taxes actually paid by the Company with respect to such issuance, exchange or conversion). For purposes of the foregoing, any economic benefit realized by the Holders as a result of an increased tax basis or similar tax attribute arising from the payment of such capital gain or similar Taxes shall be taken into account in determining the amount of such reduction, whether such benefit is realized directly through a decrease in Taxes payable or indirectly through the utilization of tax attributes generated thereby, including any reduction in taxable gain, increase in deductible loss, or creation or enhancement of tax credits or similar attributes resulting from such increased tax basis. If the Company pays any capital gains taxes and the Company later receives a refund of or credit in respect of such capital gains taxes, the Holders' reimbursement obligation as set forth in the foregoing shall no longer apply to the extent of the capital gains taxes that were refunded or credited to the Company, and the Company shall promptly repay to the Holders the value of any refund or credit of such capital gains taxes for which it has already been reimbursed by the Holders to the extent the Company received reimbursements from the Holders in excess of the amounts the Company paid in respect of such tax (taking into account the refund or credit). The Subscriber shall promptly provide the Company with all reasonably requested documentation and tax forms that, in the Company's discretion, may reasonably assist the Company in any of the calculations, payments, reimbursements, claims, refunds, credits, or other determinations under this Section 3.8.

Section 4.11.Antitrust Approval.

(a)The terms and conditions of Section 6.4 of the Equity Investment Agreement shall apply mutatis mutandis.

ARTICLE V.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT EXERCISE SHARES

Section 5.1.Subdivision or Combination of Common Shares. In the event that the amount of outstanding Common Shares are increased or decreased by combination (by reverse stock split or reclassification) or subdivision (by any stock split or reclassification) of the Common Shares or any distribution by the Company of additional Common Shares to all holders of Common Shares (“Additional Common Shares”), then, on the effective date of such combination, subdivision or distribution, the number of Warrant Exercise Shares issuable on exercise of the Warrants shall be increased or decreased, as applicable, in proportion to such increase or decrease, as applicable, in the outstanding Common Shares. Whenever the number of Warrant Exercise Shares purchasable upon the exercise of the Warrants is adjusted pursuant to this Section 4.1, the Exercise Price in United States dollars per Common Share shall be adjusted (to the nearest cent (USD $0.000001)) by multiplying such Exercise Price in United States dollars immediately prior to such adjustment by a fraction (a) the numerator of which shall be the number of Common Shares outstanding immediately prior to such combination, subdivision or distribution and (b) the denominator of which shall be the number of Common Shares outstanding immediately thereafter accordingly, but without changing the aggregate Exercise Price in United States dollars of USD$100,000,000.

EP1 = EP0 x (CP0 - FV)/CP0

where

EP1 = the Exercise Price in United States dollars in effect immediately following the application of the adjustments in this Section 4.2;

EP0 = the Exercise Price in United States dollars in effect immediately prior to the application of the adjustments in this Section 4.2;

CP0 = the Current Sale Price of the Common Shares on the last trading day preceding the first date on which the Common Shares trade regular way without the right to receive such distribution; and

EP1 = EP0 x (OS0 x CP0 ) – AP (OS0 – SP) x CP0

where

EP1 = the Exercise Price in United States dollars in effect immediately following the application of the adjustments in this Section 4.3 (but in no event greater than EP0);

EP0 = the Exercise Price in United States dollars in effect immediately prior to the application of the adjustments in this Section 4.3;

OS0 = the number of Fully Diluted Common Shares outstanding immediately before consummation of such Pro Rata Repurchase Offer;

CP0 = the Current Sale Price of a Common Share on the trading day immediately preceding the first public announcement

by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase Offer;

SP = the number of Common Shares so repurchased in the Pro Rata Repurchase Offer.

Section 7.1.Reorganization, Reclassification, Consolidation, Merger or Sale.

(a)In connection with any Change of Control prior to the expiration of the Exercise Period, the Holder(s) shall have the right to acquire and receive, upon exercise of such Warrants, such cash, stock, securities or other assets or property as would have been issued or payable in such Change of Control (if the Holder had exercised such Warrant immediately prior to such Change of Control) with respect to or in exchange, as applicable, for the number of Warrant Exercise Shares that would have been issued upon exercise of such Warrants, if such Warrants had been exercised immediately prior to the occurrence of such Change of Control. The Company shall not effect any Change of Control unless, prior to the consummation thereof, the surviving Person (if other than the Company) resulting from such Change of Control, shall assume, by written instrument substantially similar in form and substance to this Agreement in all material respects (including with respect to the provisions of Article IV), the obligation to deliver to the Holders such cash, stock, securities or other assets or property which, in accordance with the foregoing provision, the Holders shall be entitled to receive upon exercise of the Warrants.

(b)The Company shall, to the extent and as soon as reasonably practicable, provide the Holder with notice of a transaction that constitutes a Change of Control prior to the consummation thereof and shall provide reasonable detail of the material terms of such Change of Control to the extent then known to the Company.

Section 7.2.Notice of Adjustments. Whenever the number and/or kind of Warrant Exercise Shares or the Exercise Price is adjusted as herein provided, the Company shall prepare and deliver, or cause to be prepared and delivered, forthwith to the Holder a written statement setting forth the adjusted number and/or kind of shares issuable upon the exercise of Warrants and the Exercise Price of such shares after such adjustment, the facts requiring such adjustment and the computation by which adjustment was made. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

Section 7.3.Application to Partial Exercise. In the event of a Partial Exercise pursuant to Section 3.2A, any adjustments to the Exercise Price and/or the number of Warrant Exercise Shares that would otherwise be made pursuant to Sections 4.1, 4.2, 4.3, or 4.4 shall be calculated and applied solely with respect to the Warrants actually exercised as of the applicable Exercise Date. For the avoidance of doubt, (a) adjustments shall be applied to determine the number of Common Shares issuable upon such Partial Exercise and the corresponding pro rata Exercise Price payable therefor, and (b) no adjustment shall be made with respect to any Warrants that terminate unexercised pursuant to Section 3.2A(b)(iii).

ARTICLE VIII.

TRANSFER AND EXCHANGE OF WARRANTS

Section 8.1.Registration of Transfers and Exchanges.

Section 8.2.United Securities. The only equity securities in the Company being offered, issued and/or sold to United in connection with, substantially concurrently with, or prior to completion of, the ERO or otherwise in connection with the Plan of Reorganization are the equity securities issued to United pursuant to that certain Amended and Restated Equity Investment Agreement and that certain Warrant Agreement, each dated of as February 17, 2026. For the avoidance of doubt, such agreements may not be amended in order to increase the number of equity securities of the Company issuable thereunder without the prior written consent of the Holder.

ARTICLE IX.

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS

Section 9.1.No Rights or Liability as Stockholder. Nothing contained herein shall be construed as conferring upon the Holder or his, her or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company. The vote or consent of any Holder shall not be required with respect to any action or proceeding of the Company and no Holder shall have any right not expressly conferred hereunder or under, or by applicable Law with respect to, the Warrants held by such Holder. No Holder, by reason of the ownership or possession of a Warrant, shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of Common Shares prior to, or for which the relevant record date preceded, the date of the exercise of such Warrant. No provision thereof and no mere enumeration therein of the rights or privileges of the Holder shall give rise to any liability of such Holder for the Exercise Price hereunder or as a

stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

Section 9.2.Notice to Holders. The Company shall give notice to Holders by regular mail, if at any time prior to the expiration or exercise in full or termination of the Warrants, any of the following events shall occur:

(a)the payment of any dividend payable in any securities upon Common Shares or the making of any distribution (other than a regular quarterly cash dividend) to all holders of Common Shares;

(c)a Pro Rata Repurchase Offer;

(d)a Change of Control;

(e)a dissolution, liquidation or winding up of the Company; or

(f)any the occurrence of any other event that would result in an adjustment to the Exercise Price or the number of Warrant Exercise Shares issuable upon exercise of the Warrants under Article IV.

Such giving of notice shall be initiated at least ten (10) days prior to the date fixed as the record date or the date of closing of the Company’s stock transfer books for the determination of the stockholders entitled to such dividend, distribution or subscription rights, or of the stockholders entitled to vote on such Change of Control, dissolution, liquidation or winding up or the proposed effective date of a Pro Rata Repurchase Offer or any other event that would result in an adjustment to the Exercise Price or the number of Warrant Exercise Shares issuable upon exercise of the Warrants under Article IV. Such notice shall specify such record date or the date of closing the stock transfer books or proposed effective date, as the case may be. Failure to provide such notice shall not affect the validity of any action taken. For the avoidance of doubt, no such notice (or the failure to provide it to the Holder) shall supersede or limit any adjustment called for by Article IV by reason of any event as to which notice is required by this Section.

ARTICLE X.

MISCELLANEOUS PROVISIONS

Section 10.1.Other SIP Subscription Agreements. The parties hereto agree that each Other SIP Subscription Agreement(s) in effect on the date hereof reflects material terms and conditions, and entitles the subscriber thereunder to rights thereunder, are no more favorable than the material terms of this Agreement. The Company represents that, subsequent to entry into this Agreement, any amendments to the Other SIP Subscription Agreement(s) shall contain substantially the same terms and conditions as, and is no more favorable than, this Agreement (excluding, for purposes of this Section 7.1, any terms, conditions, and rights that were, from time to time, offered to the Holder hereunder but were not accepted).

Section 10.2.Binding Effects; Benefits. This Agreement shall inure to the benefit of and shall be binding upon the Company, and the Holder and their respective heirs, legal representatives, successors and assigns. Nothing in this Agreement, expressed or implied, is intended to or shall confer on any person other than the Company, and the Holders, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 10.3.Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given if delivered personally, sent via electronic facsimile (with confirmation) or electronic mail (upon transmission), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as may be specified by like notice):

if to the Company, to:

with copies (which shall not constitute notice) to:

if to the Holder, to:

American Airlines, Inc. 1 Skyview Drive Fort Worth, TX 76155 Attn: Michelle Early Jeff Ogar Email: Legal.Notices@aa.com corp.dev@aa.com

with copies (which shall not constitute notice) to:

Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 Attn: Antonio Del Pino Andrew Sorkin Carlos Ardila Jon Weichselbaum Email: antonio.delpino@lw.com andrew.sorkin@lw.com carlos.ardila@lw.com jon.weichselbaum@lw.com

Section 10.4.Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holders, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns and the Holders.

Section 10.5.Examination of this Agreement. A copy of this Agreement, and of the entries in the Warrant Register relating to such Holder’s Warrants, shall be available at all reasonable times at an office designated for such purpose by the Company, for examination by the Holder of any Warrant.

Section 10.6.Counterparts. This Agreement may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 10.7.Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation hereof.

Section 10.8.Amendments.

(a)Subject to Section 7.8(b) below, this Agreement may not be amended or modified except in writing signed by the Company and the applicable Holder(s).

(b)The Company may from time to time supplement or amend this Agreement or the Warrants, as follows:

(i)with the approval of the Holder in order to cure any ambiguity, manifest error or other mistake in this Agreement or the Warrants, or to correct or supplement any provision contained herein or in the Warrants that may be defective or inconsistent with any other provision herein or in the Warrants, or to make any other provisions in regard to matters or questions arising hereunder that the Company may deem necessary or desirable and that shall not adversely affect, alter or change the interests of the Holders in any material respect, or

(ii)with the prior written consent of the Requisite Holders; provided, however, that the consent of each Holder adversely affected thereby shall be required for any amendment that (a) reduces the term of the Warrants (or otherwise modifies any provisions pursuant to which the Warrants may be terminated or cancelled), (b) increases the Exercise Price and/or decreases the number of Warrant Exercise Shares (or, as applicable, the amount of such other securities and/or assets) deliverable upon exercise of the Warrants, other than such increases and/or decreases that are made pursuant to Article IV, or (c) modifies, in a manner adverse to the Holders generally, the material anti-dilution provisions set forth in Article IV.

(c)Any amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section 7.8 shall be binding upon all Holders and upon each future Holder and the Company. In the event of any amendment, modification or waiver, the Company shall give prompt notice thereof to all Holders. Any failure of the Company to give such notice or any defect therein shall not, however, in any way impair or affect the validity of any such amendment.

Section 10.9.No Inconsistent Agreements; No Impairment. The Company shall not, on or after the date hereof, enter into any agreement which conflicts with the rights granted to the Holders in this Agreement. The Company represents and warrants to the Holders that the rights granted hereunder do not in any way conflict with the rights granted to any other persons under any other agreements. The Company shall not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder, but will at all times in good faith assist in the carrying out of all the provisions of the Warrants and in the taking of all such action as may be necessary in order to preserve the exercise rights of the Holders against impairment.

Section 10.10.Integration/Entire Agreement. This Agreement and the Equity Investment Agreement are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Company, the Holder. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the Warrants. This Agreement supersedes all prior agreements and understandings between the parties with respect to the Warrants.

Section 10.11.Governing Law, Etc. Except with respect to matters required to be governed by the laws of Brazil, this Agreement shall be governed by and construed in accordance with the laws of the State of New York . Each party hereto consents and submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and of the U.S. federal courts located in the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Agreement or the transactions contemplated hereby. In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 7.3 hereof. Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.

Section 10.12.Termination. This Agreement will terminate on the earliest of (i) such date when all Warrants have been exercised with respect to all shares subject thereto and all such shares delivered to the Holder according to the terms herein, (ii) such date when (A) a portion of the Warrants has been exercised pursuant to a Partial Exercise under Section 3.2A and all Common Shares issuable upon such Partial Exercise have been delivered to the Holder and (B)

all remaining Warrants have terminated in accordance with Section 3.2A(b)(iii), or (iii) subject to the limitations set forth in Section 3.2 that relate to the survival of the Warrants, the expiration of the Exercise Period without the exercise by the Holder.

Section 10.13.Waiver of Trial by Jury. Each party hereto, including each Holder by its receipt of a Warrant, hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement and the transactions contemplated hereby.

Section 10.14.Remedies. The Company hereby agrees that, in the event that it violates any provisions of the Warrants (including, in the case of the Company, the obligation to deliver Common Shares upon the exercise thereof), the remedies at law available to the Holder of such Warrant may be inadequate. In such event, the Requisite Holders and, other than in the event the Company fails to deliver Warrant Exercise Shares upon a Holder’s exercise of its Warrants (which shall not require the consent of the Requisite Holders), with the prior written consent of the Requisite Holders, the Holder of such Warrants, shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this Agreement and the Warrants.

Section 10.15.Costs of Enforcement. The Company shall reimburse the Holder for its reasonable and documented costs and expenses (including reasonable attorneys’ fees and expenses) incurred in enforcing any rights or remedies under this Agreement, whether in court, arbitration, or otherwise, including in connection with any appeal or judgment enforcement.

Section 10.16.Severability. In the event that any one or more of the provisions contained in this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

Section 10.17.

[Signature Page Follows]

ARTICLE XI.IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned parties hereto as of the date first above written.

AZUL S.A.

By:	/s/ John Peter Rodgerson
	Name: John Peter Rodgerson
	Title: Chief Executive Officer

AMERICAN AIRLINES, INC.

By:	/s/ Anthony Richmond
	Name: Anthony Richmond
	Title: Executive Vice President, Corporate Affairs and Chief Legal Officer

SCHEDULE 1

Form of Warrants

EXHIBIT A

Equity Ownership Table

[***]

Document

Exhibit 4.25

EBITDAR-LINKED CONTINGENT VALUE RIGHT AGREEMENT

This EBITDAR-LINKED CONTINGENT VALUE RIGHT AGREEMENT, dated as of February 19, 2026 (as amended and supplemented from time to time, the “Agreement”), is entered into by and between Azul, S.A. (the “Issuer”), and the Qualifying Holder (as defined below).

WITNESSETH:

WHEREAS, on May 28, 2025, the Issuer and its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) initiating chapter 11 cases jointly administered under Case No. 25-11176 under title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as it may be amended from time to time, the “Bankruptcy Code”);

WHEREAS, pursuant to the Issuer’s chapter 11 plan of reorganization [ECF No. 1031] (as amended or modified and supplemented, the “Plan”) and the order of the Bankruptcy Court [ECF No. 1090] entered on December 19, 2025 pursuant to section 1129 of the Bankruptcy Code, confirming the Plan (the “Confirmation Order”), the Issuer has agreed to issue an EBITDAR-linked contingent value right (as hereinafter described, the “EBITDAR-Linked CVR”) to the GUC Trustee on behalf of the GUC Trust and appointed pursuant to the GUC Trust Agreement (each as defined below) (together with any Permitted Transferees (as defined below), the “Qualifying Holder”);1

WHEREAS, the GUC Trustee shall, in accordance with the GUC Trust Agreement, administer and distribute the GUC Trust Assets, which includes the EBITDAR-Linked CVR, to general unsecured creditors that hold one or more Allowed General Unsecured Claims classified in Class 6 under the Plan that have made the GUC Trust Election and any assignees of one or more such Allowed General Unsecured Claims;

WHEREAS, as set forth in the Confirmation Order, the Issuer is issuing the EBITDAR-Linked CVR as set forth in the Plan pursuant to a settlement with the Official Committee of Unsecured Creditors (the “Committee,” and such settlement, the “Committee Settlement”), which was negotiated at arm’s length and in good faith by and between the Debtors, the Committee and the Secured Ad Hoc Group, and which constitutes a global settlement resolving the Committee’s potential claims related to prepetition transactions and any objections to the Plan, the Disclosure Statement and the Backstop Commitment Agreement;

WHEREAS, the EBITDAR-Linked CVR is a contract right representing a cash payment in respect of the EBITDAR-Linked CVR at a specified date, subject to and upon the terms and conditions set forth herein; and

NOW, THEREFORE, for and in consideration of the agreements contained herein and the consummation of the Plan referred to above, it is mutually covenanted and agreed, for the benefit of the Qualifying Holder, as follows:

ARTICLE I DEFINITIONS

Section 1.1 Definitions.

a)For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

1 In the event that that two or more parties become Qualifying Holders of the EBITDAR-Linked CVR pursuant to Section 2.2 hereof, the term “Qualified Holder” shall mean, collectively, such Qualified Holders.

(i)the terms defined in this Article I have the meanings assigned to them in this Article I, and include the plural as well as the singular;

(ii)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(iii)unless the context otherwise requires, words describing the singular number shall include the plural and vice versa, words denoting any gender shall include all genders and words denoting natural Persons shall include corporations, partnerships and other Persons and vice versa;

(iv)references to any Person shall include such Person’s successors and permitted assigns;

(v)whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by “without limitation”; and

(vi)all capitalized terms used in this Agreement, and not defined, will have the meaning assigned to them in the Plan.

b)The following terms shall have the meanings ascribed to them as follows:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the Preamble.

“Annual CVR Payment” means, with respect to each of the following fiscal years, a payment on the EBITDAR-Linked CVR corresponding to such fiscal year as indicated in the table below; provided, that the Annual CVR Payment shall be reduced on the Final Class 6 Claims Reconciliation Date in accordance with Section 2.1(b):

Fiscal Year:	Annual Payment:
2027	$6.5 million
2028	$6.5 million
2029	$6.5 million

“Annual CVR Payment Conditions” has the meaning set forth in Section 2.3(a).

“Authorized Officer” means, the chief executive officer, chief financial officer, general counsel, any vice-president, treasurer or assistant treasurer or secretary or assistant secretary, or attorney-in-fact or other authorized officer of the Issuer, in each case, with legal authority to act on behalf of the Issuer.

“Business Day” means a day other than a Saturday, Sunday or legal holiday on which commercial banks and foreign exchange markets are not open for business in New York, New York, United States or São Paulo, State of São Paulo, Brazil.

“Business Plan” means the comprehensive business plan on file with the GUC Trustee as of the Effective Date.

“Business Plan Annual EBITDAR” means, with respect to each applicable fiscal year, the Issuer’s target EBITDAR for such fiscal year set forth in the Business Plan, which for the avoidance of doubt, means, with respect

to each of the following fiscal years, the Issuer’s target EBITDAR corresponding to such fiscal year as indicated in the table below:

Fiscal Year:	Target Annual EBITDAR:
2027	BRL 8,549 million
2028	BRL 9,160 million
2029	BRL 9,537 million

“Capital Stock” means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, entitling the holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

“Catch-up CVR Payment” has the meaning set forth in Section 2.3(b).

“CVR Payment” means any Annual CVR Payments and Catch-up CVR Payments.

“Distribution Date” means, for each fiscal year ending December 31, 2027, 2028, 2029 and 2030 (with respect to the fiscal year ending December 31, 2030, if any Unpaid Annual CVR Payment remains outstanding as of such fiscal year end), respectively, the Business Day that is fifteen (15) Business Days after the Notification Date for such fiscal year.

“EBITDAR” means Adjusted EBITDA reported by the Issuer and calculated using the same methodologies as used in the Business Plan and in accordance with accounting practices that are consistent with IFRS accounting standards for the four most recently completed fiscal quarters (and if financial statements are not available for the most recently completed fiscal quarter, then using the Company’s good-faith estimate of Adjusted EBITDA for such most recently completed fiscal quarter based on available monthly “flash” results). For the avoidance of doubt, Adjusted EBITDA shall (i) not deduct rent expense associated with capitalized lease liabilities, and (ii) as applicable, not be adjusted by non-recurring charges other than those that are specifically included in the calculation of Adjusted EBITDA in the Business Plan.

“EBITDAR-Linked CVR” has the meaning set forth in the Recitals.

“Expiration Date” has the meaning set forth in Section 2.7(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Final Class 6 Claims Reconciliation Date” shall mean the date upon which there are no Disputed Claims remaining in Class 6 of the Plan, which shall be no later than the date that is 60 calendar days following the Issue Date; provided, however, that the Final Class 6 Claims Reconciliation Date may be extended upon agreement by the Issuer and the Qualifying Holder.

“Governmental Authority” means, the government of the United States of America, Brazil, or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“GUC Trust” means the trust established for the benefit of the GUC Trust Beneficiaries on the Effective Date, in accordance with the Plan and pursuant to the GUC Trust Agreement, to receive, hold, and administer the GUC Trust Assets.

“GUC Trust Beneficial Interest” means a beneficial interest in the GUC Trust.

“GUC Trustee” means, in its capacity as such, (x) initially U.S. Bank Trust National Association, as GUC Trustee under the GUC Trust Agreement, and (y) any successor or replacements duly appointed under the terms of the GUC Trust Agreement.

“GUC Trust Agreement” means that certain General Unsecured Claims Trust Agreement of even date herewith by and between Azul S.A., and its affiliated debtors and debtors-in-possession and the GUC Trustee.

“GUC Trust Oversight Board” means that certain “GUC Trust Oversight Board” as appointed pursuant to Article 8.1 of the GUC Trust Agreement.

“GUC Trust Assets” means, collectively, (i) the GUC Trust Cash, (ii) the GUC Warrants, and (iii) the EBITDAR-Linked CVR.

“Issue Date” means the date first written above.

“Issuer” has the meaning set forth in the Preamble.

“Maximum CVR Amount” has the meaning set forth in Section 2.1(d).

“Minimum Cash Amount” means, as of the final date of any applicable fiscal year, the Issuer’s Unrestricted Cash balance equals or exceeds the projected Unrestricted Cash amount for such fiscal year, as reflected in the table below, provided, that if any Unpaid Annual CVR Payment remains outstanding as of the final date of the fiscal year ending December 31, 2030, the Minimum Cash Amount shall be the same as for fiscal year 2029, provided, further, that the Unrestricted Cash amount for such fiscal year, as set forth below, shall be adjusted to reflect the actual amount of TAP Bond (as defined in the Disclosure Statement) proceeds received, as compared to the amount assumed in the Business Plan, by the Reorganized Debtors as of such date (if any), provided, further, that the determination of the Unrestricted Cash balance as of such date shall be subject to certain working capital protections as set forth in Section 2.8.

Fiscal Year:	Minimum Cash Amount:
2027	BRL 3,238 million
2028	BRL 5,122 million
2029	BRL 6,967 million

“Minimum Cash Test” has the meaning set forth in Section 2.3(a)(ii).

“Net Debt” means, at the time of determination, the aggregate outstanding principal amount of financial debt plus the present value of capitalized lease liabilities, minus Unrestricted Cash. The present value of lease liabilities shall reflect the capitalized lease liabilities as reported on the Issuer’s balance sheet for the applicable period. For the avoidance of doubt, Net Debt shall be calculated after giving effect to issuance of the Exit Financing, repayment in full of the DIP Facility and the cancellation or payment of any other indebtedness on or before the Plan Effective Date pursuant to the Plan.

“Net Leverage Ratio” means the ratio of Net Debt to EBITDAR.

“Net Leverage Test” means, as of the final date of the fiscal year, the Reorganized Debtors shall have a Net Leverage Ratio that is at or below the ratios as reflected in the table below, provided, that the calculation of any Net Leverage Ratio shall be adjusted for the actual amount of TAP Bond (as defined in the Disclosure Statement) proceeds received, as compared to the amount assumed in the Business Plan, by the Reorganized Debtors as of the final date of the applicable fiscal year date (if any), without double counting; provided, further, that if any Unpaid Annual CVR Payment remains outstanding as of the final date of the fiscal year ending December 31, 2030, the Net Leverage Test shall be the same as for fiscal year 2029:

Fiscal Year:	Net Leverage Test:
2027	2.48x
2028	2.00x
2029	1.68x

“Notification Date” means the date that is not later than fifteen (15) days after the Issuer delivers or makes publicly available, pursuant to Section 2.4(a) or otherwise, annual audited financial statements for the fiscal years ending December 31, 2027, 2028, 2029 or 2030 (with respect to the fiscal year ending December 31, 2030, solely if any Unpaid Annual CVR Payment remains outstanding as of such fiscal year end), as applicable.

“Payment Deadline” has the meaning set forth in Section 2.4(b)(i).

“Person” means any natural person, corporation, limited liability company, partnership, limited partnership, joint venture, association, trust or unincorporated organization, Governmental Authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“Record Date” means, with respect to any Distribution Date, the close of business on the Business Day immediately prior to such Distribution Date.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means with respect to any Person, (i) any corporation, association or other business entity of which 50% or more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner or the only general partners of which are, such Person and one or more Subsidiaries of such Person (or a combination thereof) or (ii) any other corporation, association or other business entity that is combined or consolidated in accordance with Brazilian GAAP with such Person for purposes of general financial reporting. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Issuer.

“Tax” means all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, levies, governmental fees or other like assessments or charges of any kind whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions, in each case, imposed by a Governmental Authority.

“Unrestricted Cash” means aggregate unrestricted cash and cash equivalents.

“Voting Stock” means, with respect to any Person, securities of any class of Capital Stock of such Person then outstanding and normally entitled to vote in the election of members of the board of directors (or equivalent governing body) of such Person. The term “normally entitled” means without regard to any contingency.

ARTICLE II CONTINGENT VALUE RIGHT

Section 2.1 Issuance of EBITDAR-Linked CVR

(a)The Issuer shall issue a single EBITDAR-Linked CVR to the Qualifying Holder pursuant to the terms of the Plan and this Agreement at the time and in the manner set forth herein.

(b)On the Final Class 6 Claims Reconciliation Date, the Annual CVR Payment shall be reduced on a pro rata basis by the Cash-Out Percentage (as defined in the Plan); provided, that such reduction shall be made in consultation with the Qualifying Holder.

(c)On the Issue Date, the Qualifying Holder shall receive the EBITDAR-Linked CVR to be held in the GUC Trust.

(d)For the avoidance of doubt, in no event shall the total face amount, or payments made on account, of the EBITDAR-Linked CVR issued pursuant to this Agreement exceed U.S. $19.5 million in the aggregate (the “Maximum CVR Amount”); provided, that on the Final Class 6 Claims Reconciliation Date, the Maximum CVR Amount shall be adjusted to an amount equal to the aggregate amount of Annual CVR Payments, as reduced pursuant to Section 2.1(b), that could be received by the Qualifying Holder pursuant to this Agreement.

(e)The EBITDAR-Linked CVR shall represent the contractual right of the Qualifying Holder to receive, in respect of the EBITDAR-Linked CVR held in the GUC Trust by the Qualifying Holder for the benefit of the GUC Trust Beneficiaries, cash payments, if and when payable, pursuant to this Agreement.

(f)The Qualifying Holder shall furnish or cause to be furnished to the Issuer (in such form as the Issuer requires) such information as required for the Issuer to make distributions of amounts payable on account of a CVR Payment, including, but not limited to, a completed Form W-8 or Form W-9, as applicable, and/or any other applicable tax forms for the Qualifying Holder.

(g)For the avoidance of doubt, the issuance of the EBITDAR-Linked CVR shall not reduce the Plan Equity Value.

Section 2.2 Transferability.

(a)The EBITDAR-Linked CVR may be transferred only to a person or entity (i) that was a Backstop Commitment Party as of the Effective Date, (ii) that is a holder of a GUC Trust Beneficial Interest as of the date of such transfer, (iii) that, with respect to the foregoing clauses (i) through (ii), is an Affiliate of any such person or entity, (iv) a successor to the GUC Trustee duly appointed pursuant the GUC Trust Agreement, in its capacity as GUC Trustee on behalf of the GUC Trust Beneficiaries, or (v) any other person or entity with the prior written consent of the Issuer, not to be unreasonably withheld, conditioned or delayed (each, a “Permitted Transferee”). In the event of any transfer pursuant to this Section 2.2, the Qualifying Holder(s) shall provide advance written notice of such transfer to the Issuer. For the avoidance of doubt, any Permitted Transferee that becomes a Qualifying Holder shall be subject to the rights and obligations of a Qualifying Holder as set forth in this Agreement. Any transfer of the EBITDAR-Linked CVR that does not satisfy the requirements set forth in this Section 2.2, including the requirement for the Qualifying Holder(s) to provide advance written notice of such transfer, shall be void ab initio.

(b)In the event that two or more parties become Qualifying Holders of the EBITDAR-Linked CVR pursuant to this Section 2.2, the Issuer may, in consultation with such Qualifying Holders, appoint an agent reasonably acceptable to such Qualifying Holders, such consent not to be unreasonably withheld, to act as agent for the Qualifying Holders on customary terms and conditions agreed to by the Issuer and the Qualifying Holders. If an agent is appointed, the Issuer and the Qualifying Holders may, subject to Article III hereof, amend this Agreement to incorporate such agreed terms and conditions.

Section 2.3 Payment Entitlement.

(a)Annual CVR Payment Entitlement. The Qualifying Holder will be entitled to receive a cash payment in U.S. Dollars on the Distribution Date for each Notification Date for each fiscal year ending December 31, 2027, 2028 and 2029, without interest, equal to the applicable Annual CVR Payment for the applicable fiscal year, subject to satisfaction of each of the following conditions precedent (the “Annual CVR Payment Conditions”):

(i)realized EBITDAR for the applicable fiscal year is at least 100% of the Business Plan Annual EBITDAR for such fiscal year;

(ii)the Issuer satisfies the Minimum Cash Amount for the applicable fiscal year (the “Minimum Cash Test”); and

(iii)the Issuer satisfies the Net Leverage Test for the applicable fiscal year.

(b)Catch-up CVR Payment Entitlement. In the event that the Annual CVR Payment is not payable for a given fiscal year as a result of a failure to satisfy the Minimum Cash Test and/or the Net Leverage Test (such amount an “Unpaid Annual CVR Payment”), then so long as any such Unpaid Annual CVR Payment shall remain outstanding, each of the Minimum Cash Amount and/or the Net Leverage Ratio (as applicable) shall thereafter be calculated by the Issuer and delivered to the Qualifying Holder on the immediately succeeding Notification Date and satisfaction of the Minimum Cash Test and the Net Leverage Test will be measured as of the final date of each fiscal year ending thereafter (until and including the fiscal year ending December 31, 2030, so long as any Unpaid Annual CVR Payment remains outstanding as of such fiscal year end); provided, that for purposes of the foregoing, the Minimum Cash Amount and Net Leverage Ratio shall each be calculated after giving effect to the amount of any Unpaid Annual CVR Payment. If the Issuer satisfies the Minimum Cash Test and the Net Leverage Test for the applicable fiscal year as provided in the immediately preceding sentence, then the Qualifying Holder will be entitled to receive, on the first Distribution Date immediately following the applicable Notification Date, a cash payment in U.S. Dollars, without interest, equal to the Unpaid Annual CVR Payment for the relevant fiscal year (such entitlement, a “Catch-up CVR Payment”); provided, that with respect to any Unpaid Annual CVR Payment for the fiscal year ending December 31, 2027, no Catch-up CVR Payment shall be payable beyond the fiscal year ending December 31, 2029.2

(c)Determination of Payments. Any determinations to be made in relation to payment entitlements as described in this Section 2.3 shall be made by the Issuer in accordance with the terms of this Agreement.

(d)Distribution of Payments to GUC Trust Beneficiaries. All cash payments in respect of the EBITDAR-Linked CVR as described under this Section 2.3 shall be held by the GUC Trust and distributed to GUC Trust Beneficiaries in accordance with the terms of the Plan and GUC Trust Agreement.

Section 2.4 Funding and Payment Procedures.

(a)Reporting. The Issuer shall deliver to the Qualifying Holder, no later than one hundred twenty (120) days following the end of the fiscal years ending on each of December 31, 2027, 2028, 2029 and 2030 (with respect to the fiscal year ending December 31, 2030, solely if any Unpaid Annual CVR Payment remains outstanding as of such fiscal year end), (1) copies of the Issuer’s audited financial statements for the immediately preceding fiscal year, and (2) a certificate of an Authorized Officer that includes a calculation in reasonable detail of EBITDAR for such fiscal year, the Minimum Cash Amount and the Net Leverage Test, and the Issuer’s compliance with and/or satisfaction of the Annual CVR Payment Conditions, which shall, for the avoidance of doubt, be calculated on the basis of the annual audited financial statements for such fiscal year. With respect to any such annual audited financial statement that is not publicly available, prior to reviewing such annual audited financial statement, the Qualifying Holder shall be required to execute a non-disclosure agreement in form and substance reasonably acceptable to the Issuer, which non-disclosure statement shall for the avoidance of doubt not include any blow-out provision.

2 By way of an illustrative example: The Company achieved the EBITDA target for year 1 but did not achieve either or both the Minimum Cash Requirement and Net Leverage Test in year 1 (the Unpaid Fiscal Year). For year 2, the Company achieved the EBITDA and Minimum Cash Requirement and Net Leverage Test, therefore granting payment of the year 2 Annual CVR Payment. In year 2, the Company would also retest the Minimum Cash Requirement and Net Leverage Test with respect to year 2 as if the year 1 Annual CVR Payment had been paid. If such pro forma Minimum Cash Requirement and Net Leverage Test is passed, the Company will pay the year 1 Annual CVR Payment in year 2.

(b)Payment to Qualifying Holder.

i)In the event that the Issuer satisfied the Annual CVR Payment Conditions and an Annual CVR Payment or a Catch-up CVR Payment is payable pursuant to Section 2.3, then the Issuer shall, on the applicable Distribution Date (such date, the “Payment Deadline”), deliver to the Qualifying Holder, by wire transfer to such account of the Qualifying Holder as the Qualifying Holder shall previously have notified to the Issuer, immediately available cash funds equal to the applicable CVR Payment for the applicable fiscal year, subject to applicable withholding or deduction in accordance with Section 2.5.

ii)Any determinations made by the Issuer pursuant to this Section 2.4(b) shall be final and binding on the Issuer and the Qualifying Holder. The Issuer shall confirm each payment to the Qualifying Holder no later than one (1) Business Day prior to the applicable Payment Deadline, by email.

Section 2.5 No Additional Payments.

All amounts payable hereunder, including in respect of the EBITDAR-Linked CVR, shall be without gross up for any withholding, deduction, or other Tax required under applicable law. If any deduction or withholding on account of any Tax is required by applicable tax law to be made in respect of any such payments, the Issuer shall be entitled to withhold or deduct such Tax and remit the full amount of such Tax to the applicable Governmental Authority and to pay the net amount remaining as provided hereunder. Amounts so withheld or deducted and paid over to the appropriate Governmental Authority shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of which such deduction and withholding was made. The parties hereto shall use commercially reasonable efforts to cooperate to reduce or eliminate any such deduction and withholding, and for purposes of determining the appropriate Brazilian withholding tax treatment, the Issuer may also request a tax residency statement or other reasonable documentation from the Qualifying Holder.

Section 2.6 No Voting, Dividends or Interest; No Equity or Ownership Interest in the Issuer; No Monitoring Rights.

(a)The EBITDAR-Linked CVR shall not represent any equity, stock or other ownership interest and shall not have any voting or dividend or any other distribution rights in the Issuer, any Subsidiary or any Affiliate of the Issuer or any other Person.

(b)Interest shall not accrue on any amounts payable with regards to the EBITDAR-Linked CVR to the Qualifying Holder.

(c)The Qualifying Holder shall not have any monitoring, information or any similar rights in respect of the EBITDAR-Linked CVR or any calculations related thereto, except as provided pursuant to Section 2.4(a).

Section 2.7 Expiration Date.

(a)The EBITDAR-Linked CVR shall automatically expire and this Agreement shall terminate immediately upon the earlier of (1) the Distribution Date for the fiscal year ending December 31, 2030, provided that, if there is no potential Catch-up CVR Payment payable in the fiscal year ending December 31, 2030, then this EBITDAR-Linked CVR shall automatically expire and this Agreement shall terminate immediately upon the Distribution Date for the fiscal year ending December 31, 2029 and (2) the receipt by the Qualifying Holder of the Maximum CVR Amount (the “Expiration Date”).

(b)Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall remain in full force and effect until all amounts owed by the Issuer to the Qualifying Holder on account of the EBITDAR-Linked CVR have been distributed to the Qualifying Holder.

Section 2.8 Operations; Minimum Cash Amount.

The Debtors shall not take or omit to take any action for the sole purpose of avoiding or delaying the payment of any CVR Payment that would otherwise be payable hereunder. For the avoidance of doubt, any claim for breach arising under this Agreement shall comply with Section 8.4.3 of the Trust Agreement.

ARTICLE III AMENDMENTS

Section 3.1 Amendments with Consent of Qualifying Holder. With the consent of the Qualifying Holder (if the Qualifying Holder is the GUC Trustee, acting at the direction of the GUC Trust Oversight Board as appointed pursuant to the GUC Trust Agreement), the Issuer and the Qualifying Holder may make amendments to this Agreement, provided that in the event that two or more parties become Qualifying Holders, any amendment to this Agreement shall require the consent of the Issuer and the Qualifying Holders representing a majority of the beneficial interests of the EBITDAR-Linked CVR.

Section 3.2 Effect of Amendments.

Upon the execution of any amendment under this Article III, this Agreement shall be modified in accordance therewith, such amendment shall form a part of this Agreement for all purposes, and the Qualifying Holder and the Issuer shall be bound thereby.

ARTICLE IV OTHER PROVISIONS OF GENERAL APPLICATION

Section 4.1 Notices to the Issuer and the Qualifying Holder.

(a)Any notice provided by the Issuer to the Qualifying Holder hereunder shall be written in English or accompanied by a certified translation from its original language into English. All notices hereunder to the parties hereto shall be deemed to have been given (i) when delivered, if delivered in person or by courier service, (ii) three Business Days after being deposited in the mail, if sent by certified or registered mail, postage prepaid, or (iii) when received, if sent by email, in each case addressed to any party hereto as follows:

Issuer: Azul S.A. Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Barueri, São Paulo, SP, 06460-040, Brazil Fax: +55 11 4134-9890 Attention : Raphael Linares Felippe Email : raphael.linares@voeazul.com.br With a copy, which copy shall not constitute notice, to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Attention : Timothy Graulich, Joshua Y. Sturm, Stephen Piraino, Jarret Erickson and Richard J. Steinberg Email : timothy.graulich@davispolk.com, joshua.sturm@davispolk.com, stephen.piraino@davispolk.com, jarret.erickson@davispolk.com, richard.steinberg@davispolk.com Qualifying Holder: U.S. Bank Trust National Association Attn: Dave Diaz 1025 Connecticut Ave. NW, Ste. 510 Washington, D.C. 20035 Email: dave.diaz@usbank.com With a copy, which copy shall not constitute notice, to: Faegre Drinker Biddle & Reath LLP Attn: Laura E. Appleby 1177 Avenue of the Americas, 43rd Fl. New York, NY 10036 Email: laura.appleby@faegredrinker.com

or at any other address of which either of the foregoing shall have notified the other in writing.

(b)Where this Agreement provides for notice to the Qualifying Holder, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered to the Qualifying Holder, at its address (or email address) as it appears in this Section 4.1(a), not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. The Qualifying Holder, by its acceptance of the EBITDAR-Linked CVR, agrees to promptly notify the Issuer of any change in the Qualifying Holder’s address (or email address) as it appears in this Section 4.1(a).

Section 4.2 Effect of Headings; Construction.

The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions of this Agreement. Where a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.

Section 4.3 Successors and Assigns.

All covenants and agreements in this Agreement by any party hereto shall bind and inure to the benefit of its successors and permitted assigns, whether so expressed or not.

Section 4.4 Benefits of Agreement.

Nothing in this Agreement, express or implied, shall give to any Person (other than the parties hereto and their successors and permitted assigns hereunder) any benefit or any legal or equitable right, remedy or claim under this Agreement or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and permitted assigns.

Section 4.5 Governing Law.

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, U.S.A. AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED IN CONNECTION WITH A PROCEEDING, EACH OF THE ISSUER AND THE QUALIFYING HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE EBITDAR-LINKED CVR OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 4.6 Consent to Service.

The Issuer has appointed Cogency Global, Inc., presently located at 122 East 42nd Street, 18th Floor, New York, NY 10068, United States, as authorized agent for service of process in any legal action or proceeding arising out of or relating to this Agreement or the EBITDAR-Linked CVR brought in any federal or state court in the Borough of Manhattan, the City of New York, State of New York, for a term equal to the term of the EBITDAR-Linked CVR.

Section 4.7 Consent to Jurisdiction.

Each party irrevocably consents and submits to the exclusive jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought by the Qualifying Holder in connection with this Agreement or the EBITDAR-Linked CVR, hereby waiving their right to any other jurisdiction that may correspond to them by virtue of their current or future domiciles or otherwise. Each party irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Agreement or the EBITDAR-Linked CVR in such courts on the grounds of venue or on the ground that any such

suit, action or proceeding has been brought in an inconvenient forum. Each party agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding and may be enforced in any court to the jurisdiction of which the condemned party is subject by a suit upon such judgment; provided that service of process is effected upon the defendant in the manner provided by this Agreement.

Section 4.8 Judgment Currency.

The Issuer agrees, to the fullest extent that it may effectively do so under applicable law, and as an additional obligation hereunder, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due at the Distribution Date, if any, on the EBITDAR-Linked CVR in U.S. Dollars into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate of exchange prevailing at which the Qualifying Holder could purchase in full the sum due in U.S. Dollars on the London foreign exchange markets, in accordance with normal banking procedures, on the first Business Day following receipt of payment in the Judgment Currency and (b) its obligations under this Agreement to make payments in U.S. Dollars (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than U.S. Dollars, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of U.S. Dollars expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in U.S. Dollars the amount, if any, by which such actual receipt shall fall short of the full amount of U.S. Dollars so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Agreement.

Section 4.9 Provisions Binding on Successors.

All the covenants, stipulations, promises and agreements of the Issuer contained in this Agreement shall bind its successors and assigns whether so expressed or not.

Section 4.10 Official Acts by Successor Corporation.

Any act or proceeding by any provision of this Agreement authorized or required to be done or performed by any board, committee or officer of the Issuer shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of the Issuer.

Section 4.11 Counterparts.

This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

Section 4.12 Entire Agreement.

This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, and this Agreement supersedes any and all other oral or written agreements hereto made with respect to the EBITDAR-Linked CVR. With regard to the Issuer and the Qualifying Holder, if and to the extent that any provision of this Agreement is inconsistent or conflicts with the Plan, this Agreement shall govern and be controlling, and this Agreement may be amended, modified, supplemented or altered only in accordance with the terms of Article III. No party shall be bound by, or be liable for, any alleged representation, promise, inducement or statement of intention not contained herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Azul S.A.<br><br>as Issuer
By:	/s/ John Peter Rodgerson
	Name: John Peter Rodgerson
	Title: Chief Executive Officer
GUC Trust<br><br>as Qualifying Holder
---	---
By:	/s/ Dave Diaz
	Name: Dave Diaz
	Title: Vice President, U.S. Bank Trust<br><br>National Association

GUC Trust

as Qualifying Holder

By: ______________________________________

Name:

Title:

Document

Exhibit 4.26

GENERAL UNSECURED CLAIMS TRUST AGREEMENT

Dated as of February 19, 2026

by and between

Azul S.A. and its Affiliated Debtors and Debtors-in-Possession

and

U.S. Bank Trust National Association as GUC Trustee

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GUC TRUST AGREEMENT

This General Unsecured Claims Trust Agreement (as it may be amended, modified, supplemented, or restated from time to time, the “GUC Trust Agreement”), dated as of February 19, 2026, is made and entered into by and among Azul S.A. and its affiliated debtors and debtors-in-possession (each a “Debtor” and collectively, the “Debtors”)1 in the Chapter 11 Cases, and U.S. Bank Trust National Association, solely in its capacity as GUC Trustee (as defined herein, and together with the Debtors, the “Parties” and each a “Party”) for the purpose of forming a trust, and is executed in connection with and pursuant to the terms of the Joint Chapter 11 Plan of Reorganization of Azul S.A. and Its Debtor Affiliates [Docket No. 1031] (as it may be amended, modified, supplemented, or restated from time to time, the “Plan”), which provides for, among other things, the establishment of the trust evidenced hereby (the “GUC Trust”). For purposes of this GUC Trust Agreement, references to the GUC Trust shall include the GUC Trustee acting for or on behalf the GUC Trust as the context may require, but solely in its capacity as such GUC Trustee.

RECITALS

WHEREAS, on May 28, 2025, the Debtors commenced the Chapter 11 Cases by filing voluntary chapter 11 petitions in the Bankruptcy Court;

WHEREAS, on December 19, 2025, the Bankruptcy Court entered an order confirming the Plan [Docket No. 1090] (the “Confirmation Order”);

WHEREAS, the Plan provides for, among other things, the creation of the GUC Trust on or before the Effective Date to hold, administer, manage, sell, liquidate and distribute the GUC Trust Assets to the GUC Trust Beneficiaries (as defined below) in accordance with the terms of the Plan, the Confirmation Order, and this GUC Trust Agreement;

WHEREAS, the GUC Trust is established for the benefit of Holders of Allowed General Unsecured Claims that have made the GUC Trust Election (the “GUC Trust Beneficiaries”);

1 The debtors and debtors-in-possession in the chapter 11 cases, along with the last four digits of their respective tax, employer identification, or Delaware file numbers (as applicable), are as follows: Azul S.A. (CNPJ: 5.994); Azul Linhas Aéreas Brasileiras S.A. (CNPJ: 6.295); IntelAzul S.A. (CNPJ: 8.624); ATS Viagens e Turismo Ltda. (CNPJ: 3.213); Azul Secured Finance II LLP (EIN: 2619); Azul Secured Finance LLP (EIN: 9978); Canela Investments (EIN: 4987); Azul Investments LLP (EIN: 2977); Azul Finance LLC (EIN: 2283); Azul Finance 2 LLC (EIN: 4898); Blue Sabia LLC (EIN: 4187); Azul SOL LLC (EIN: 0525); Azul Saira LLC (EIN: 8801); Azul Conecta Ltda. (CNPJ: 3.318); Cruzeiro Participações S.A. (CNPJ: 7.497); ATSVP – Viagens Portugal, Unipessoal LDA. (NIF: 2968); Azul IP Cayman Holdco Ltd. (N/A); Azul IP Cayman Ltd. (N/A); Canela Turbo Three LLC (EIN: 4043); and Canela 336 LLC (Del. File No.: 6717). The Debtors’ corporate headquarters is located at Avenida Marcos Penteado de Ulhôa Rodrigues, nº 939, 8º floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, 06460-040, Barueri, São Paulo, Brazil.

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provided, however, for the avoidance of doubt, the Holders of any 1L Deficiency Claims or any 2L Notes Deficiency Claims (in their capacity as such) shall not be GUC Trust Beneficiaries;

WHEREAS, the powers, authority, responsibilities, and duties of the GUC Trustee shall be governed by the Plan, the Confirmation Order, and this GUC Trust Agreement;

WHEREAS, the GUC Trust shall have no objective or authority to continue or to engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the purpose of the GUC Trust as set forth in the Plan, the Confirmation Order, and this GUC Trust Agreement;

WHEREAS, the GUC Trust shall not be deemed a successor in interest of the Debtors for any purpose;

WHEREAS, this GUC Trust Agreement is intended to supplement, complement, and implement the Plan;

WHEREAS, the GUC Trust is intended to qualify as a liquidating trust within the meaning of U.S. Treasury Regulation (“Treasury Regulation”) Section 301.7701-4(d) and to be exempt from the requirements of the Investment Company Action of 1940;

WHEREAS, the GUC Trust (excluding any reserve for Disputed General Unsecured Claims) is intended to be treated as a “grantor trust” for U.S. federal income tax purposes within the meaning of sections 671 through 677 of the IRC, with the GUC Trust Beneficiaries treated as the grantors of the GUC Trust as set forth below;

WHEREAS, the Debtors, the Reorganized Debtors (upon the Effective Date), the GUC Trustee, and the GUC Trust Beneficiaries agree to treat, for all U.S. federal income tax purposes, the transfer of the GUC Trust Assets (excluding any reserve for Disputed General Unsecured Claims) as a deemed transfer of such GUC Trust Assets by the Debtors to the GUC Trust Beneficiaries on account of their Allowed General Unsecured Claims under the Plan, followed by a deemed transfer of such GUC Trust Assets by the GUC Trust Beneficiaries to the GUC Trust in exchange for the beneficial interests described herein, and to treat the GUC Trust Beneficiaries as the grantors and beneficial owners of the GUC Trust in accordance with Treasury Regulation Section 301.7701-4 (excluding any reserve for Disputed General Unsecured Claims) and, therefore, the GUC Trust Beneficiaries shall be responsible for the payment of tax on their respective allocable share of the taxable income of the GUC Trust;

WHEREAS, the GUC Trustee may determine the best way to report for tax purposes with respect to any reserve for any Disputed General Unsecured Claim, including, but not limited to, filing a tax election to treat any such reserve as a “disputed ownership fund” within the meaning of Treasury Regulation Section 1.468B-9 for U.S. federal income tax purposes (“DOF”); and

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WHEREAS, the Bankruptcy Court shall have jurisdiction over the GUC Trust, as provided in the Plan, the Confirmation Order, and this GUC Trust Agreement.

NOW, THEREFORE, in consideration of Plan promises and the mutual covenants contained herein and in the Plan, the Debtors and the GUC Trustee agree as follows:

ARTICLE I. DEFINITIONS AND INTERPRETATIONS

1.1.Definitions. All capitalized terms used in this GUC Trust Agreement that are not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan. The following capitalized terms used herein shall have the meanings described below:

1.1.1“Chapter 11 Cases” shall mean the cases under chapter 11 of the Bankruptcy Code commenced by the Debtors on the Petition Date that are jointly administered in the case styled In re Azul S.A., et al., Case No. 25-11176 (SHL).

1.1.2“Claim Agent” shall mean Stretto, Inc.

1.1.3“Claim Register” shall mean the official register of General Unsecured Claims based on the list of Holders of outstanding General Unsecured Claims maintained by the Claim Agent as of the Effective Date of the Plan.

1.1.4“Corporate Trust Office” shall mean the principal corporate trust office of the GUC Trustee at which at any particular time its corporate trust business shall be administered.

1.1.5“Distribution” shall mean any transfer or payment made to the GUC Trust Beneficiaries of GUC Trust Net Assets pursuant to the Plan, the Confirmation Order, and this GUC Trust Agreement.

1.1.6“GUC CVR” shall have the meaning given to such term in the Plan.

1.1.7“GUC Trust Assets” shall have the meaning given to such term in the Plan.

1.1.8“GUC Trust Cash” shall have the meaning given to such term in the Plan.

1.1.9“GUC Trust Fees and Expenses” shall have the meaning given to such term in the Plan.

1.1.10“GUC Trust Interests” shall have the meaning given to such term in the Plan.

1.1.11“GUC Trust Net Assets” shall mean the GUC Trust Assets (including any proceeds or income realized therefrom) less the GUC Trust Fees and Expenses and operating reserves.

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1.1.12“GUC Trust Oversight Board” shall have the meaning given to such term in Article 8.1 hereof.

1.1.13“GUC Trust Register” shall have the meaning given to such term in Article 5.5 hereof.

1.1.14“GUC Trustee” shall mean, in its capacity as such, (x) initially, the person or entity named in the introductory paragraph to this GUC Trust Agreement as the GUC Trustee, and (y) any successors or replacements duly appointed under the terms of this GUC Trust Agreement.

1.1.15“GUC Warrants” shall have the meaning given to such term in the Plan.

1.1.16“IRC” shall refer to the Internal Revenue Code of 1986, as amended.

1.1.17“Material Decision” shall have the meaning given to such term in Article 8.4 hereof.

1.1.18“New Equity Interests” shall have the meaning given to such term in the Plan.

1.1.19“Responsible Officer” shall mean, when used with respect to the GUC Trustee, any senior vice president or vice president in the Corporate Trust Office of the GUC Trustee with specific authority for the administration of the GUC Trust on behalf of the GUC Trustee.

1.1.20“Schedules and Statements” shall mean the Debtors’ schedules of assets and liabilities and statements of financial affairs filed in the Chapter 11 Cases, as amended or supplemented.

1.1.21“Treasury Regulations” shall mean means the regulations promulgated under the IRC by the United States Department of the Treasury.

1.1.22“Unsecured Indenture Trustee Expenses” shall have the meaning given to such term in the Plan.

1.2.Conflict Among Plan Documents. The Plan and the Confirmation Order are each hereby incorporated into this GUC Trust Agreement and made part hereof by this reference. In the case of any inconsistency between the terms of this GUC Trust Agreement and the terms of the Plan and/or the Confirmation Order, each shall have controlling effect in the following rank order: (1) this GUC Trust Agreement, (2) the Confirmation Order, and (3) the Plan. This GUC Trust Agreement shall not be construed to impair or limit in any way the rights of any Person under the Plan or the Confirmation Order.

1.3.Particular Words. Reference in this GUC Trust Agreement to any Article is, unless otherwise specified, to that such Article under this GUC Trust Agreement. The words “hereof,” “herein,” “hereinafter,” and similar terms shall refer to this GUC Trust Agreement in its entirety and not to any particular Article of this GUC Trust Agreement specifically.

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ARTICLE II. ESTABLISHMENT, PURPOSE, AND FUNDING OF GUC TRUST

2.1.Creation and Name.

2.1.1On the date hereof, this GUC Trust Agreement shall become effective and the GUC Trustee is directed to execute and file a certificate of trust with the Delaware Secretary of State. It is the intention of the parties hereto that the GUC Trust hereby created constitutes a statutory trust under Chapter 38 of Title 12 of the Delaware Code (12 Delaware Code § 3801 et seq.) (the “Act”) and that this document constitutes the governing instrument of the GUC Trust, and is in accordance with Treasury Regulation Section 301.7701-4(d) and Revenue Procedure 94-45. The GUC Trust shall be named the “Azul GUC Trust,” or such variation thereof as the GUC Trustee sees fit (subject to compliance with the Act).

2.2.Purpose of the GUC Trust.

2.2.1The Debtors and the GUC Trustee, pursuant to the Plan and the Confirmation Order and in accordance with the Bankruptcy Code, hereby establish the GUC Trust and appoint the GUC Trustee for the purposes of: (i) holding, administering, managing, selling, investing, liquidating, exercising any rights arising from, and distributing the GUC Trust Assets for the benefit of the GUC Trust Beneficiaries in accordance with the terms and conditions of the Plan, the Confirmation Order, and this GUC Trust Agreement; and (ii) performing such other functions as are consistent with and reasonably deemed by the GUC Trustee to be necessary and proper to implement the provisions of the Plan, the Confirmation Order and this GUC Trust Agreement.

2.2.2The GUC Trust’s primary purpose and the primary purpose for which the GUC Trustee is appointed is to liquidate and distribute the GUC Trust Net Assets with no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to provide for the orderly liquidation and distribution thereof and consistent with the liquidating purposes of the GUC Trust. The GUC Trust shall be terminated in accordance with the terms of this GUC Trust Agreement.

2.3.Transfer of GUC Trust Assets.

2.3.1Upon the Effective Date, the Debtors will cause the transfer of the GUC Trust Assets to the GUC Trust. The GUC Trust Assets shall vest or be deemed to have vested in the GUC Trust irrevocably and automatically upon the occurrence of the Effective Date without further action by any Person, free and clear of all claims, liens, interests and other encumbrances. Such transfer shall be exempt from any stamp, real estate transfer, mortgage reporting, sales, use, or other similar tax, considering that no gain should be recognized by the GUC Trust in such transaction. The act of transferring the GUC Trust Assets, as authorized by the Plan, the Confirmation Order, and this GUC Trust Agreement, shall be carried out in accordance with applicable law and regulations and shall not be construed to destroy or limit any such assets or rights or be construed as a waiver of any right, and such rights may be asserted by the GUC Trust as if the asset or right was still held by the Debtors or the Reorganized Debtors, as applicable.

2.3.2Each Debtor hereby grants, releases, assigns, conveys, transfers and delivers, on behalf of the GUC Trust Beneficiaries, all of the GUC Trust Assets owned, held, possessed or controlled by such Debtor to the GUC Trust as of the Effective Date, in trust for the

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benefit of GUC Trust Beneficiaries, for the uses and purposes as specified in this GUC Trust Agreement, the Plan and the Confirmation Order. After the Effective Date, neither the Debtors, the Reorganized Debtors, nor any party other than the GUC Trust and the GUC Trust Beneficiaries shall have any interest in the GUC Trust Assets.

2.3.3For all U.S. federal, state, and local income tax purposes, the Debtors, the GUC Trust Beneficiaries, and the GUC Trustee shall treat the transfer of the GUC Trust Assets to the GUC Trust as a deemed transfer of the GUC Trust Assets (excluding any reserve for Disputed General Unsecured Claims) by the Debtors to the GUC Trust Beneficiaries on account of their Allowed General Unsecured Claims under the Plan, followed by a deemed transfer of such GUC Trust Assets by the GUC Trust Beneficiaries to the GUC Trust in exchange for their beneficial interests in the GUC Trust. The GUC Trust Beneficiaries shall be treated as the grantors and beneficial owners of the GUC Trust for U.S. federal income tax purposes (excluding any reserve for Disputed General Unsecured Claims).

2.3.4To the extent that any GUC Trust Assets cannot be transferred to the GUC Trust because of a restriction on transferability under applicable non-bankruptcy law that is not superseded or preempted by Section 1123 of the Bankruptcy Code or any other provision of the Bankruptcy Code, such GUC Trust Assets shall be deemed to have been retained by the Debtors or their successor (other than for tax purposes) and the GUC Trustee shall be deemed to have been designated as a representative of the Debtors or their successor pursuant to Section 1123(b)(3)(B) of the Bankruptcy Code to enforce and pursue such GUC Trust Assets on the behalf of the Debtors or their successor for the benefit of the GUC Trust and the GUC Trust Beneficiaries. For the avoidance of doubt, all net proceeds of the GUC Trust Assets shall be liquidated and distributed consistent with the provisions of the Plan, the Confirmation Order, and this GUC Trust Agreement.

ARTICLE III. ADMINISTRATION OF THE GUC TRUST

3.1.Rights, Powers, and Privileges. In connection with the administration of the GUC Trust, the GUC Trustee is authorized to perform any and all acts necessary or desirable to accomplish the purposes of the GUC Trust (including, without limitation, all powers, rights, and duties under applicable law and as may be required by any governmental authority); provided, however, that: (i) the GUC Trustee shall not perform any acts that are inconsistent with the Plan, the Confirmation Order, or this GUC Trust Agreement; and (ii) any Material Decision (as defined below) will require the approval of the GUC Trust Oversight Board in accordance with Article 8.4 hereof. The GUC Trust, acting by and through the GUC Trustee, shall have all of the rights and powers granted under the Plan, the Confirmation Order, and this GUC Trust Agreement, including, and in addition to any powers and authority specifically set forth in other provisions of the Plan, the power to, in accordance with the Plan, the Confirmation Order, and this GUC Trust Agreement:

3.1.1effect all actions and execute all agreements, instruments, and other documents as the GUC Trustee deems necessary or desirable to discharge the Plan and Confirmation Order provisions regarding the GUC Trust, including but not limited to the GUC CVR Documents and those actions permitted by the GUC Trust and GUC Trustee pursuant to the GUC Warrant Documents; provided, however, for the avoidance of doubt, that the treatment, terms and conditions of the GUC CVR and GUC Warrants shall be controlled by the GUC CVR Documents and GUC Warrant Documents, respectively;

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3.1.2perform and exercise any and all rights and obligations of the GUC Trust under the GUC CVR Documents and the GUC Warrant Documents;

3.1.3receive, hold, administer, exercise, manage, protect, sell, invest, liquidate, transfer and distribute the GUC Trust Assets; provided that, for the avoidance of doubt, nothing in this GUC Trust Agreement shall permit the GUC Trustee to transfer, sell or otherwise dispose of the GUC Warrants or GUC CVRs in a manner inconsistent with the GUC Warrant Documents or GUC CVR Documents, respectively;

3.1.4hold legal title to any and all rights for the benefit of the GUC Trust Beneficiaries in or arising from the GUC Trust Assets;

3.1.5in the event that the GUC Trust receives any New Equity Interests on account of the GUC Warrants, receive, hold, administer, manage, protect, sell, invest, liquidate, transfer and distribute the New Equity Interests and any proceeds realized therefrom;

3.1.6establish, as necessary, bank accounts and any other accounts (including custodial accounts) to hold, manage, deposit and distribute the GUC Trust Assets;

3.1.7subject to Articles 3.2 and 3.3.3 hereof, invest monies received by the GUC Trust or otherwise held by the GUC Trust in accordance with this Agreement;

3.1.8utilize GUC Trust Assets to obtain, purchase and maintain all appropriate insurance policies and pay all insurance premiums and costs the GUC Trustee deems necessary or advisable to insure the acts and omissions of the GUC Trustee and the GUC Trust Oversight Board;

3.1.9subject to Articles 3.2, 3.3.1 and 3.3.3 hereof, raise additional funding to support or facilitate any function, duty or responsibility of the GUC Trust or the GUC Trustee, in each case in accordance with this Agreement and subject to approval by the GUC Trust Oversight Board; provided that, for the avoidance of doubt, the Reorganized Debtors shall have no obligation to provide any such additional funding;

3.1.10represent the GUC Trust before any governmental authority (including, without limitation, the Brazilian Central Bank and the Comissão de Valores Mobiliários) and stock exchange;

3.1.11in reliance upon the Schedules and Statements, the Claim Register and/or any other document or report provided by the Debtors or the Reorganized Debtors to the GUC Trust informing the Holders of Allowed General Unsecured Claims that have made the GUC Trust Election, maintain a register of such electing Holders of Allowed General Unsecured Claims evidencing the GUC Trust Interest held by each GUC Trust Beneficiary; provided that the GUC Trustee shall be permitted to retain a third-party agent to maintain such register.

3.1.12calculate and make Distributions to GUC Trust Beneficiaries;

3.1.13employ and (to the extent necessary) compensate, without Bankruptcy Court approval, employees, attorneys, accountants, financial advisors, distribution agents, agents and other professionals as necessary, including such firms and individuals employed in the Chapter 11 Cases, to represent and/or assist the GUC Trustee with respect to its responsibilities

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hereunder and in the Plan and the Confirmation Order, in a manner and upon terms deemed appropriate by the GUC Trustee. For the avoidance of doubt, the GUC Trustee shall pay the reasonable salaries, fees and expenses of such persons from the GUC Trust Assets without further order of the Bankruptcy Court; provided that, for the avoidance of doubt, the Debtors, the Reorganized Debtors, and their Affiliates (and anyone acting on their behalf) shall not be responsible for any such salaries, fees and expenses of GUC Trust;

3.1.14cause the GUC Trust to make all tax withholdings, file tax information returns, take actions necessary or appropriate to comply with withholding and reporting requirements, file and prosecute tax refund claims, make tax elections by and on behalf of the GUC Trust, and file tax returns for the GUC Trust as a grantor trust under IRC Section 671 and Treasury Regulation Section 1.671-4 pursuant to and in accordance with the Plan, the Confirmation Order, this GUC Trust Agreement, and applicable law, and pay taxes, if any, payable for and on behalf of the GUC Trust, and, as soon as reasonably practicable after the close of each year, furnish to each GUC Trust Beneficiary such information, including the statements required by Treasury Regulation Section 1.671-4, regarding the amount of such beneficiary’s share in the GUC Trust’s items of income, gain, deduction, loss, and credit for such year;

3.1.15cause any reserve for Disputed General Unsecured Claims to make all tax withholdings, file tax information returns, take actions necessary or appropriate to comply with withholding and reporting requirements, file and prosecute tax refund claims, make tax elections, and file tax returns, including as a DOF if the GUC Trustee elects to treat any reserve for Disputed General Unsecured Claims as a DOF, pursuant to and in accordance with the Plan, the Confirmation Order, this GUC Trust Agreement, and applicable law, and pay taxes, if any, payable for and on behalf of any reserve for Disputed General Unsecured Claims;

3.1.16require GUC Trust Beneficiaries to provide an IRS Form W-9 or an appropriate IRS Form W-8 and any other IRS Form and any other information necessary to allow the GUC Trustee and the GUC Trust to comply with all withholding, payment, and reporting requirements with respect to taxes;

3.1.17apply to the Bankruptcy Court for authority to: (i) reserve any amount necessary to dissolve the GUC Trust; (ii) donate any balance to a charitable organization (A) described in IRC Section 501(c)(3), (B) exempt from U.S. federal income tax under IRC Section 501(a), (C) not a “private foundation” as defined in IRC Section 509(a), and (D) that is unrelated to the Debtors, the GUC Trust, and any insider of the GUC Trustee; and (iii) dissolve the GUC Trust;

3.1.18appear and participate in any proceeding before the Bankruptcy Court or any other court with respect to any matter in connection with the GUC Trust and the GUC Trustee;

3.1.19subject to and as provided under the Plan, appear before the Bankruptcy Court with respect to matters arising out of or related to reconciliation, Allowance, and settlement of any General Unsecured Claims that remain Disputed, as well as any objections thereto, and consult with the Reorganized Debtors with respect to the Allowance of any General

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Unsecured Claims in excess of $2,000,000;2 provided that, the foregoing shall not require the GUC Trustee to appear with respect to and/or object to the Allowance of any General Unsecured Claim and, for the avoidance of doubt, the GUC Trustee shall act as a fiduciary solely to the GUC Trust Beneficiaries;

3.1.20pay all GUC Trust Fees and Expenses from the GUC Trust Assets without Bankruptcy Court approval;

3.1.21exercise such other powers as may be vested in the GUC Trust or the GUC Trustee by order of the Bankruptcy Court or pursuant to the Plan, the Confirmation Order, or this GUC Trust Agreement; and

3.1.22execute and deliver such other agreements and documents and to perform any other functions as the GUC Trustee deems necessary or desirable to effectuate and carry out the purposes of the GUC Trust as set forth in the Plan and this GUC Trust Agreement.

3.2.Investment and Safekeeping of GUC Trust Assets.

3.2.1All GUC Trust Assets received by the GUC Trust shall, until distributed or paid as provided in this GUC Trust Agreement, the Plan, or the Confirmation Order, be held by the GUC Trust, including any sub-accounts or, with respect to the GUC Warrants and the GUC CVR, any custodial accounts established by the GUC Trustee, for the benefit of the GUC Trust Beneficiaries in accordance with this GUC Trust Agreement.

3.2.2The GUC Trustee shall be under no obligation to generate or produce, or have any liability for, interest or other income on any monies received by the GUC Trust and held for distribution or payment to the GUC Trust Beneficiaries, except as such interest or income shall be actually received by the GUC Trustee. Investments of any monies held by the GUC Trustee shall be administered in view of the manner in which individuals of ordinary prudence, discretion, and judgment would act in the management of their own affairs; provided, however, that the right and power of the GUC Trustee to invest monies held by the GUC Trustee, or any income earned by the GUC Trust shall be limited to the right and power to invest such monies, pending periodic Distributions in accordance with the terms hereof, the Plan, and the Confirmation Order. For the avoidance of doubt, the investment powers of the GUC Trustee in this GUC Trust Agreement, other than those reasonably necessary to maintain the value of the GUC Trust Assets and the liquidation purpose of the GUC Trust, are limited to powers to invest in demand and time deposits, such as short term certificates of deposits, in banks or other savings institutions, or other temporary, liquid investments, such as treasury bills, and in all cases limited only to those assets permitted to be made by a “liquidating trust” within the meaning of Treasury Regulation Section 301.7701-4(d).

3.2.3GUC Trust Beneficiaries shall be entitled to interest (if any) generated on account of the GUC Trust Assets that provide the basis for Distributions on the corresponding GUC Trust Interests.

3.2.4Notwithstanding anything herein to the contrary, the GUC Trust shall not (i) hold any operating assets of a going business, a partnership interest in a partnership that holds

2 For the avoidance of doubt, the Reorganized Debtors will be free to reconcile, Allow, and settle claims at or below $2,000,000 in accordance with the terms of the Plan, including Section 4.4(b) thereof.

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operating assets, or 50% or more of the stock of a corporation with operating assets; (ii) except in connection with exercising the GUC Warrants and/or monetizing the value of the GUC Warrants, receive transfers of listed stocks or securities or other readily marketable assets; and (iii) receive or retain cash or cash equivalents in excess of a reasonable amount to meet claims and contingent liabilities (including Disputed Claims) or to maintain the value of the GUC Trust Net Assets during liquidation.

3.3.Limitations on GUC Trustee.

3.3.1On behalf of the GUC Trust or the GUC Trust Beneficiaries, the GUC Trustee shall not at any time: (i) enter into or engage in any trade or business (other than the management and disposition of the GUC Trust Assets), and no part of the GUC Trust Assets or the proceeds, revenue, or income therefrom shall be used or disposed of by the GUC Trust in furtherance of any trade or business; (ii) except as provided in Article 3.2 hereof, reinvest any GUC Trust Assets; or (iii) take any action that would jeopardize treatment of the GUC Trust as a “liquidating trust” within the meaning of Treasury Regulation Section 301.7701-4(d).

3.3.2Other than as contemplated by the Plan, the Confirmation Order, or this GUC Trust Agreement, the GUC Trustee, on behalf of the GUC Trust, is not empowered to incur indebtedness.

3.3.3As provided in Article 3.2 hereof, the GUC Trustee may, but is not required to, invest the Cash of the GUC Trust, including any earnings thereon or proceeds therefrom, any Cash realized from the liquidation of the GUC Trust Net Assets, or any Cash that is remitted to the GUC Trust from any other Person, which investments, for the avoidance of doubt, will not be required to comply with section 345(b) of the Bankruptcy Code; provided, however, that such investments must be investments that are permitted to be made by a “liquidating trust” within the meaning of Treasury Regulation Section 301.7701-4(d), as reflected therein, or under applicable guidelines, rulings, or other controlling authorities, including, in accordance with Revenue Procedure 94-45, 1994-2 C.B. 684. The GUC Trustee shall have no liability in the event of the insolvency or failure of any institution in which they have invested any funds of the GUC Trust nor for any investment losses incurred in connection with such investments.

3.3.4Notwithstanding anything contained herein, the GUC Trustee shall not take any action or position contrary to the Plan with respect to the classification and treatment of General Unsecured Claims.

3.4.Bankruptcy Court Approval of GUC Trustee Actions.

3.4.1Except as provided in the Plan, the Confirmation Order or otherwise specified in this GUC Trust Agreement, the GUC Trustee need not obtain any further order or approval of the Bankruptcy Court in the exercise of any power, rights, or discretion conferred to the GUC Trustee under the Plan, the Confirmation Order, or this GUC Trust Agreement, or account to the Bankruptcy Court.

3.4.2Notwithstanding the foregoing, the GUC Trustee shall have the right to submit to the Bankruptcy Court any question or questions, disputes, or other issues regarding which the GUC Trustee may desire to have explicit approval of the Bankruptcy Court that relate to any specific action proposed to be taken by the GUC Trust with respect to any of the GUC

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Trust Assets, this GUC Trust Agreement, the Plan, or the Confirmation Order, including the liquidation or distribution of any GUC Trust Net Assets. In the event the GUC Trustee seeks explicit approval of the Bankruptcy Court for the taking of any specific action proposed to be taken by the GUC Trust with respect to any of the GUC Trust Assets, this GUC Trust Agreement, the Plan, or the Confirmation Order, the GUC Trustee shall have no obligation or liability in connection with such specific action prior to receipt of explicit approval of the Bankruptcy Court so requested by the GUC Trustee. The Bankruptcy Court shall retain jurisdiction and power for such purposes and shall approve or disapprove any such proposed action upon motion by the GUC Trust.

3.5.Reliance by GUC Trustee.

3.5.1The GUC Trustee may conclusively rely upon, and shall be fully protected in acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document believed by them to be genuine and to have been signed or presented by the applicable party or parties.

3.5.2The GUC Trustee may consult with any and all of the GUC Trustee’s professionals and the GUC Trustee shall not be liable for any action taken or omitted to be taken by the GUC Trustee in accordance with the advice of such professionals.

3.5.3Persons dealing with the GUC Trustee shall look only to the GUC Trust Assets, and to no other asset or property of any kind or character to satisfy any liability incurred, including judgments or orders of any court, by the GUC Trustee to such Person in carrying out the terms of this GUC Trust Agreement, and the GUC Trustee shall not have any personal obligation to satisfy any such liability.

3.6.Representative Status of GUC Trustee. To the extent necessary and appropriate, the GUC Trustee will be an Estate representative solely with respect to the GUC Trust Assets and will have the rights and powers provided for in the Bankruptcy Code, including section 1107 thereof, in addition to all rights and powers granted in the Plan, the Confirmation Order, and this GUC Trust Agreement; but shall not be deemed a successor in interest of the Debtors.

3.7.No Implied Obligations. The GUC Trustee shall not be responsible in any manner whatsoever for the corrections of any recital, statement, representation, or warranty herein. The GUC Trustee shall only have the duties and obligations as are specifically set forth herein, and no implied covenants or obligations shall be read into this GUC Trust Agreement against the GUC Trustee. No provision of the Plan, the Confirmation Order, and this GUC Trust Agreement shall be construed to relieve the GUC Trustee from liability that otherwise would result from any such act or omission to the extent such act or omission is determined to have constituted willful misconduct, gross negligence, or intentional fraud of the GUC Trustee; provided, however, that:

3.7.1with respect to any trust rights or power conferred upon the GUC Trustee under this GUC Trust Agreement, the GUC Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it or for any error in judgment made in good faith; unless it shall be determined that the GUC Trustee was grossly negligent in taking, suffering or omitting such action or error in judgment; provided that such action or inaction does not constitute gross negligence, willful misconduct, or intentional fraud;

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3.7.2any determination of intentional fraud, gross negligence, or willful misconduct of the GUC Trustee shall be made only upon the rendering of a final judgment of a court of competent jurisdiction that is no longer subject to appeal or review; and

3.7.3the GUC Trustee shall be deemed to be acting solely in its capacity as trustee in connection with the administration of the GUC Trust and not in its individual capacity, and as such, shall not be individually responsible for the payment of any obligations or liabilities of the GUC Trust, including, without limitation, liabilities of the GUC Trust for the payment of taxes.

3.8.Additional Tax Compliance. All of the GUC Trust’s income shall be treated as subject to tax on a current basis. Allocations of taxable income with respect to the GUC Trust (excluding any income allocable to reserve for Disputed General Unsecured Claims) shall be determined by reference to the manner in which an amount of cash equal to such taxable income would be distributed (without regard to any restriction on distributions described herein) if, immediately before such deemed distribution, the GUC Trust had distributed all of its other assets (valued for this purpose at their tax book value and excluding any reserve for Disputed General Unsecured Claims) to the GUC Trust Beneficiaries, taking into account all prior and concurrent distributions from the GUC Trust. Similarly, taxable losses of the GUC Trust (other than any loss allocable to any reserve for Disputed General Unsecured Claims) will be allocated by reference to the manner in which an economic loss would be borne immediately after a liquidating distribution of the remaining assets. The tax book value of the assets for this purpose shall equal their respective fair market values on the Effective Date or, if later, the date such assets were acquired, adjusted in either case in accordance with the tax accounting principles prescribed by the applicable provisions of the IRC, Treasury Regulation and other applicable administrative and judicial authorities and pronouncements.

3.9.Fiscal Year. The fiscal year of the GUC Trust shall be the calendar year.

ARTICLE IV. DISTRIBUTIONS FROM THE GUC TRUST

4.1.Distributions to GUC Trust Beneficiaries from GUC Trust Net Assets.

4.1.1The GUC Trust shall have the sole power and authority to distribute the GUC Trust Net Assets to the GUC Trust Beneficiaries on account of their GUC Trust Interests. All payments to be made by the GUC Trust to any GUC Trust Beneficiary shall be made only in accordance with the Plan, the Confirmation Order, and this GUC Trust Agreement and from the GUC Trust Net Assets, net of any reserves established by the GUC Trustee or otherwise required by the Plan; provided, however, that such payments will only be made to the extent that the GUC Trust has sufficient GUC Trust Net Assets to make such payments in accordance with and to the extent provided for in the Plan, the Confirmation Order, and this GUC Trust Agreement. Any reserve account created by the GUC Trustee may be established by opening a separate bank account for the GUC Trust, bookkeeping entries, or similar method.

4.1.2Within sixty (60) days of the Effective Date or as soon as practicable thereafter, if not done prior, the GUC Trustee or its agent shall distribute to all GUC Trust Beneficiaries a form to be completed by such GUC Trust Beneficiary requesting tax identification information from the GUC Trust Beneficiary. The GUC Trustee shall not be

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required to make a Distribution to any GUC Trust Beneficiary who has not returned a completed form to the GUC Trustee.

4.2.Establishment of Disputed Claim Reserve. The GUC Trustee may, but is not required, to establish a reserve for Holders of Disputed General Unsecured Claims that make the GUC Trust Election to reserve GUC Trust Interests and, if applicable, GUC Trust Net Assets pending the Allowance of such Disputed General Unsecured Claims.

4.2.1Timing of Distributions of GUC Trust Net Assets. Except as otherwise set forth in the Plan, the Confirmation Order, or this GUC Trust Agreement, the GUC Trustee shall have discretion to determine the timing of any Distributions; provided, however, that: (i) in the event that the GUC Trust receives any proceeds on account of the GUC CVR, the GUC Trust shall make a Distribution within thirty (30) days after receiving any such proceeds, or as soon as reasonably practicable thereafter; and (ii) in the event that the GUC Trust exercises, transfers, sells, liquidates, or receives any proceeds on account of the GUC Warrants, the GUC Trust shall make a Distribution within thirty (30) days after such transfer, sale, liquidation or receiving such proceeds, or as soon as reasonably practicable after such event. Any payment or other Distribution required to be made under this GUC Trust Agreement on a day other than a Business Day shall be due on the next succeeding Business Day but shall be deemed to have been made on the required date.

4.3.Fees and Expenses.

4.3.1From and after the Effective Date, in accordance with the Plan, the Confirmation Order, and this GUC Trust Agreement, the GUC Trust is authorized to pay all GUC Trust Fees and Expenses from the GUC Trust Assets without any requirement to file a fee application with the Bankruptcy Court, without the need for itemized time detail, and without any requirement for Bankruptcy Court review or approval. The Debtors, the Reorganized Debtors, or any of their Affiliates (or anyone acting on their behalf) shall not be responsible for any costs, fees, or expenses of the GUC Trust.

4.3.2On the Effective Date or as soon as practical thereafter, the GUC Trust shall pay the Unsecured Indenture Trustee Expenses and all on-going fees and expenses of the 2026 Notes Trustee, Lessor/OEM PIK 2030 Notes Trustee, Lessor/OEM PIK 2032 Notes Trustee, Stub 2028 Notes Trustee, and Stub 2029/2030 Notes Trustee, as well as the professionals retained by, or on behalf of, the 2026 Notes Trustee, Lessor/OEM PIK 2030 Notes Trustee, Lessor/OEM PIK 2032 Notes Trustee, Stub 2028 Notes Trustee, and Stub 2029/2030 Notes Trustee (each as defined in the Plan).

4.4.Payments Limited to GUC Trust Net Assets. All payments to be made by the GUC Trust to or for the benefit of any GUC Trust Beneficiary shall be made only to the extent that the GUC Trust has sufficient funds or reserves to make such payments in accordance with this GUC Trust Agreement, the Plan, and the Confirmation Order. Each GUC Trust Beneficiary shall have recourse only to the GUC Net Trust Assets for Distributions under this GUC Trust Agreement and the Plan.

4.5.Compliance with Laws. Any and all Distributions of GUC Trust Net Assets shall be in compliance with applicable laws except as may be expressly provided in the Plan, the Confirmation Order, or this GUC Trust Agreement. Without limiting the generality of the foregoing: (i) the GUC Trust shall make Distributions from the GUC Trust to the GUC Trust Beneficiaries at least annually, solely to the extent that the GUC Trustee determines the GUC

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Trust has sufficient GUC Trust Net Assets available for distribution; provided, however, that the GUC Trust may, solely to the extent consistent with applicable law as to liquidating trusts, retain such amounts: (A) as are reasonably necessary to meet contingent liabilities (including Disputed Claims), and to maintain the value of the GUC Trust Assets during the term of the GUC Trust; (B) to pay GUC Trust Fees and Expenses; and (C) to satisfy all other liabilities incurred, assumed or projected by the GUC Trust in accordance with the Plan, the Confirmation Order, and this GUC Trust Agreement; and (ii) the GUC Trustee may cause the GUC Trust to withhold and/or pay to the appropriate tax authority from amounts distributable from the GUC Trust to any GUC Trust Beneficiary any and all amounts as may be sufficient to pay the maximum amount of any tax or other charge that has been or might be assessed or imposed by any law, regulation, rule, ruling, directive, or other governmental requirement on such GUC Trust Beneficiary or the GUC Trust with respect to the amount to be distributed to such GUC Trust Beneficiary. The GUC Trustee shall determine such maximum amount to be withheld by the GUC Trust and shall cause the GUC Trust to distribute to such GUC Trust Beneficiary any excess amount withheld. All such amounts withheld and paid to the appropriate tax authority (or reserved pending resolution of the need to withhold) shall be treated as amounts distributed to such GUC Trust Beneficiary for all purposes of this GUC Trust Agreement.

4.6.Setoff Rights. The GUC Trust may, but shall not be required to, setoff against or recoup from a GUC Trust Beneficiary to whom Distributions are to be made hereunder, claims, rights, and causes of action of any nature that the GUC Trust may have against such GUC Trust Beneficiary. Notwithstanding the foregoing, neither the failure to effect such a setoff or recoupment nor the allowance of any Claim pursuant to the Plan shall constitute a waiver or release by GUC Trust of any such claims, rights, or Causes of Action that the GUC Trust may possess against such GUC Trust Beneficiary.

4.7.Right to Object to Claims. As of the Effective Date, subject to and as provided under the Plan, the GUC Trustee shall have standing to appear before the Bankruptcy Court with respect to matters set forth in Section 4.4(b) of the Plan.

4.8.No Distributions Pending Allowance. If all or any portion of a General Unsecured Claim is Disputed, no payment or distributions shall be made on account of any portion of such Claim unless and until all objections to such Claims are resolved by Final Order, the Disputed General Unsecured Claim becomes an Allowed Claim, or as otherwise permitted by the Plan, the Confirmation Order, or this GUC Trust Agreement.

4.9.Unclaimed and Undeliverable Distributions

4.9.1Each GUC Trust Beneficiary shall be responsible for maintaining its correct address with the GUC Trustee and for providing the GUC Trustee with timely written notice of any change of address. The GUC Trustee shall have no obligation to determine the correct address of any GUC Trust Beneficiary. In the event that any Distribution to any GUC Trust Beneficiary is (i) made in the form of a check issued by the GUC Trustee, and such check is not cashed within six (6) months of the date of the issuance thereof, or (ii) a check or wire sent to a GUC Trust Beneficiary is rejected or returned as undeliverable, such check or wire shall be deemed null and void, and the amount of such check or wire shall be deemed an undeliverable distribution. Following the expiration of the six (6) month period that commences on the date of issuance of the check or wire, amounts in respect of the undeliverable distribution shall be deemed unclaimed property and subject to Article 4.9.3 herein.

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4.9.2In the event that any GUC Trust Beneficiary fails to provide any necessary information that is required to facilitate a Distribution within the six (6) month time period following the date of issuance of any check or the wired funds including by providing required tax identification information, no further distribution to such GUC Trust Beneficiary shall be made, and (i) the GUC Trust shall have no further responsibility to such GUC Trust Beneficiary; and (ii) any Distribution to such GUC Trust Beneficiary shall be deemed unclaimed property upon the expiration of the six (6) month time period and revert to the GUC Trust; provided, however, that if the GUC Trustee receives such missing information within the six (6) month time period, the Distributions shall be reissued to such GUC Trust Beneficiary as soon as is reasonably practicable, without interest.

4.9.3All unclaimed property or interests in property shall revert to the GUC Trust without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws to the contrary), the Claim of any GUC Trust Beneficiary to such unclaimed property or interest in property shall be disallowed, discharged, and forever barred, and the GUC Trust may amend any register, including the GUC Trust Register and the Claim Register, to reflect such disallowance without further order by the Bankruptcy Court

4.10.Conflicting Claims.

4.10.1If any conflicting claims or demands are made or asserted with respect to the beneficial interest of a GUC Trust Beneficiary under this GUC Trust Agreement, or if there is any disagreement between the assignees, transferees, heirs, representatives, or legatees succeeding to all or a part of such an interest resulting in adverse claims or demands being made in connection with such interest, then, in any of such events, the GUC Trustee shall be entitled to refuse to comply with any such conflicting claims or demands.

4.10.2The GUC Trustee, at its sole election, may elect to cause the GUC Trust to make no payment or distribution with respect to the beneficial interest subject to the conflicting claims or demand, or any part thereof, and to refer such conflicting claims or demands to the Bankruptcy Court, which shall have exclusive jurisdiction over resolution of such conflicting claims or demands. Neither the GUC Trust nor the GUC Trustee shall be or become liable to any of such parties for their refusal to comply with any such conflicting claims or demands, nor shall the GUC Trust or GUC Trustee be liable for interest on any funds which may be so withheld.

4.10.3The GUC Trustee shall be entitled to refuse to act until either: (i) the rights of the adverse claimants have been adjudicated by a Final Order of the Bankruptcy Court; or (ii) all differences have been resolved by a valid written agreement among all such parties to the satisfaction of the GUC Trustee, which agreement shall include a complete release of the GUC Trust and the GUC Trustee. Until the GUC Trustee receives written notice that one of the conditions of the preceding sentence is met, the GUC Trustee may deem and treat as the absolute owner under this GUC Trust Agreement of the beneficial interest in the GUC Trust the GUC Trust Beneficiary identified as the owner of that interest in the books and records maintained by the GUC Trustee. The GUC Trustee may deem and treat such GUC Trust Beneficiary as the absolute owner for purposes of receiving Distributions and any payments on account thereof for U.S. federal and state income tax purposes, and for all other purposes whatsoever.

4.10.4In acting or refraining from acting under and in accordance with this Article 4.10, the GUC Trustee shall be fully and completely protected and incur no liability of

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any kind to any purported claimant or any other Person to the extent set forth in Article VI hereof.

4.11.Dissolution of the GUC Trust. Upon dissolution of the GUC Trust, any remaining GUC Trust Net Assets shall be distributed to the GUC Trust Beneficiaries in accordance with the Plan, the Confirmation Order, and this GUC Trust Agreement; provided, however, that if the GUC Trustee reasonably determines that such remaining GUC Trust Net Assets are insufficient to render a further distribution practicable, the GUC Trustee may apply to the Bankruptcy Court for authority to (i) reserve any amount necessary to dissolve the GUC Trust, (ii) donate any balance to a charitable organization (A) described in IRC Section 501(c)(3), (B) exempt from U.S. federal income tax under IRC Section 501(a), (C) not a “private foundation” as defined in IRC Section 509(a), and (D) that is unrelated to the Debtors, the Reorganized Debtors, the GUC Trust, and any insider or affiliate of the GUC Trustee, and (iii) dissolve the GUC Trust.

ARTICLE V. INTERESTS AND BENEFICIARIES

5.1.Identification and Addresses of GUC Trust Beneficiaries. In order to determine the actual names and addresses of the GUC Trust Beneficiaries, the GUC Trust is authorized to rely on information provided by the Debtors or the Reorganized Debtors; provided, however, that the GUC Trust may, but is under no obligation to, deliver a notice to the GUC Trust Beneficiaries in order to determine any such actual names and addresses. Such notice may include a form for each GUC Trust Beneficiary to complete in order to be properly registered as a GUC Trust Beneficiary and be eligible for Distributions by the GUC Trust. Such form may request that the GUC Trust Beneficiary provide an IRS Form W-9 or an appropriate IRS Form W-8 and any other IRS Form and any other information necessary to allow the GUC Trustee to comply with all withholding, payment, and reporting requirements with respect to taxes. A GUC Trust Beneficiary may, after the Effective Date, select an alternative mailing address, but only by notifying the GUC Trustee in writing via prepaid U.S. certified mail, return receipt requested or via overnight delivery service to the address listed in Article 11.5 of this GUC Trust Agreement, of such alternative distribution address, which writing must be signed and attested by a responsible officer of the GUC Trust Beneficiary (or by the GUC Trust Beneficiary, if an individual). Absent receipt of such notice, the GUC Trust shall not be obligated to recognize any such change of address. Unless otherwise agreed to by the GUC Trust and any GUC Trust Beneficiary, for Distributions, the GUC Trust shall use the address set forth in the applicable proof of claim (or in the Schedules and Statements if no proof of claim was filed). The GUC Trust shall have no obligation to refer to or use for Distributions, Claim objections or otherwise, any other address of any GUC Trust Beneficiary, including addresses set forth on ballots, pleadings or otherwise. The GUC Trustee may deduct or withhold from any Distribution any amounts required by applicable law to be deducted or withheld, or otherwise suspend Distributions to any GUC Trust Beneficiary that has not provided to the GUC Trust an IRS Form W-9 or the appropriate IRS Form W-8 or other information necessary to allow the GUC Trustee to comply with all withholding, payment, and reporting requirements with respect to taxes, as the case may be, after a request is made pursuant to this Article 5.1.

5.2.OFAC and AML Considerations. If the GUC Trustee obtains actual knowledge that a GUC Trust Beneficiary otherwise entitled to receive any Distribution pursuant to the Plan and this GUC Trust Agreement is prohibited from receiving such distribution under any applicable U.S. or non-U.S. economic sanctions and anti-money laundering laws, including, as applicable: (i) the economic sanctions regulations administered by the Office of Foreign Assets

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Control of the United States Department of Treasury (“OFAC”); (ii) the USA PATRIOT Act, including the Bank Secrecy Act as amended by the USA PATRIOT Act; (iii) each of the lists of designated persons suspected of involvement in terrorist and certain other activities maintained by OFAC, the United Kingdom of Great Britain and Northern Ireland, the United Nations, the European Union or other relevant governments, including but not limited to, OFAC’s List of Specially Designated Nationals, or owned or controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or acting for or on behalf of, any person or entity identified in this clause; (iv) any requirements under the laws of any jurisdiction related to the investment of funds of an illicit origin, including but not limited to funds related to drug trafficking, fraud on the interests of the European Communities, corrupt practices, organized crime or the financing of terrorism; and (v) any local requirements of a type similar to any of the foregoing (collectively the “Economic Sanctions and Anti-Money Laundering Laws”), the GUC Trustee is entitled to refrain from making any distribution to such GUC Trust Beneficiary, and the GUC Trustee shall act in good faith to take such actions or omit from taking such actions as required to ensure that the GUC Trustee complies with the foregoing Economic Sanctions and Anti-Money Laundering Laws.

5.3.Beneficial Interest Only. A GUC Trust Beneficiary’s GUC Trust Interest shall not entitle any such GUC Trust Beneficiary to any title in or to, possession of, management of, or control of any of the GUC Trust Assets or to any right to call for a partition or division of such GUC Trust Assets or to require an accounting. Except as expressly provided in this GUC Trust Agreement, a GUC Trust Beneficiary shall not have standing to direct or to seek to direct the GUC Trust to do or not to do any act or to institute any action or proceeding at law or in equity against any Person upon or with respect to the GUC Trust Assets.

5.4.Ownership of Beneficial Interests Hereunder. Each GUC Trust Beneficiary shall own a beneficial interest in the GUC Trust (as represented by the GUC Trust Interest(s) issued to such GUC Trust Beneficiaries consistent with the Plan). The record owners of the GUC Trust Interests shall be recorded and set forth in a registry maintained by, or at the direction of, the GUC Trustee expressly for such purpose.

5.5.Evidence and Register of Beneficial Interest. Ownership of a GUC Trust Interest shall not be evidenced by any certificate, security, or receipt (unless otherwise determined by the GUC Trustee) or in any other form or manner whatsoever. Upon the Effective Date, the GUC Trustee, or an agent appointed by it, shall maintain at all times a register of the names, distribution addresses, amounts of asserted and Allowed General Unsecured Claims, and the ratable interest in the GUC Trust of the GUC Trust Beneficiaries (the “GUC Trust Register”), with such GUC Trust Register permitted to be based upon a register, which shall be delivered to the GUC Trustee by the Debtors on the Effective Date of the Plan. All references in this GUC Trust Agreement to GUC Trust Beneficiaries shall be read to mean holders of record as set forth in the GUC Trust Register, as maintained by the GUC Trustee. The GUC Trustee may utilize the Claim Agent, or any other retained professional, to maintain the GUC Trust Register. The GUC Trustee shall, upon the written request of a GUC Trust Beneficiary, provide to such GUC Trust Beneficiary its GUC Trust Interest, as indicated on the GUC Trust Register. The GUC Trustee may conclusively rely on the GUC Trust Register. The expense of providing such documentation shall be borne by the requesting GUC Trust Beneficiary.

5.6.No Right to Accounting. Neither the GUC Trust Beneficiaries nor their successors, assigns, creditors, or any other Person shall have any right to an accounting by the GUC Trustee, and the GUC Trustee shall not be obligated to provide any accounting to any

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Person. Nothing in this GUC Trust Agreement is intended to require the GUC Trustee at any time or for any purpose to file any accounting or seek approval of any court with respect to the administration of the GUC Trust or as a condition for making any advance, payment, or distribution out of proceeds of GUC Trust Assets.

5.7.Requirement of Undertaking. The GUC Trust may request the Bankruptcy Court to require, in any suit for the enforcement of any right or remedy under this GUC Trust Agreement, or in any suit against the GUC Trust or the GUC Trustee for any action taken or omitted by the GUC Trust or the GUC Trustee, as applicable, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, including reasonable attorneys’ fees, against any party litigant in such suit.

5.8.Transferability of GUC Trust Interests. GUC Trust Interests shall be transferable to the fullest extent permitted by law. Any transfer of a GUC Trust Interest shall not be effective until notification and proof thereof reasonably satisfactory to the GUC Trustee is submitted to the GUC Trust, and the GUC Trustee may continue to cause the GUC Trust to pay all amounts to or for the benefit of the assigning GUC Trust Beneficiaries until receipt of proper notification and proof of such transfer. The GUC Trustee may rely upon such proof without the requirement of any further investigation.

5.9.Exemption from Registration. The parties hereto intend that the rights of the GUC Trust Beneficiaries arising under this GUC Trust Agreement shall not be “securities” under applicable laws and shall not be registered pursuant to the Securities Act or any applicable state or local securities law. None of the parties hereto represent or warrant that such interests of the GUC Trust Beneficiaries shall be entitled to exemption from registration under applicable securities law. To the extent beneficial interests in the GUC Trust are deemed to be “securities” as defined in section 2(a)(1) of the Securities Act, section 101 of the Bankruptcy Code, and/or under applicable state or local securities laws, the exemption provisions of section 1145 of the Bankruptcy Code would be satisfied and such securities would be exempt from registration and the parties (including the Debtors and the Reorganized Debtors) intend that the exemption provisions of section 1145 of the Bankruptcy Code will apply to such beneficial interests.

ARTICLE VI. THIRD PARTY RIGHTS AND LIMITATION OF LIABILITY

6.1.Parties Dealing With the GUC Trustee. In the absence of actual knowledge to the contrary, any Person dealing with the GUC Trust or the GUC Trustee shall be entitled to rely on the authority of the GUC Trustee or any of the GUC Trustee’s agents to act in connection with this GUC Trust Agreement. No Person that may deal with the GUC Trustee shall have any obligation to inquire into the validity or expediency or propriety of any transaction by the GUC Trustee or any agent of the GUC Trustee.

6.2.Limitation of GUC Trustee’s Liability.

6.2.1Notwithstanding anything to the contrary herein, the GUC Trustee and all of its respective designees, employees, agents, representatives, and professionals shall not incur any responsibility or liability of any kind for any reason, including by reason of any error of law or of any matter or thing done or suffered or omitted to be done under or related to this GUC Trust Agreement, its duties, obligations, activities, or actions as GUC Trustee or otherwise related directly or indirectly thereto, unless a court of competent jurisdiction determines in a final

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order that the GUC Trustee has acted (or failed to act) with gross negligence, actual fraud, or engaged in willful misconduct. The GUC Trustee shall not be liable for any error of judgment made in good faith, unless it shall be finally determined by a final order of a court of competent jurisdiction (not subject to further appeal or review) that the GUC Trustee was grossly negligent in ascertaining the pertinent facts. The GUC Trustee shall not be responsible or liable for punitive, special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), irrespective of whether the GUC Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actions. Except as expressly provided in this GUC Trust Agreement, the GUC Trustee shall not be liable for any debt, claim, demand, judgment, decree, liability, or obligation of any kind of, against, or with respect to the GUC Trust, arising out of any action taken or omitted for or on behalf of the GUC Trust, and the GUC Trust shall be solely liable therefor, and resort shall be had solely to the GUC Trust Assets for the payment or performance thereof. The GUC Trustee’s obligations, duties, and responsibilities under the Plan, the Confirmation Order, and this GUC Trust Agreement are qualified in their entirety by the availability of sufficient assets or Cash to fund the GUC Trustee’s activities. No provision of this GUC Trust Agreement shall require the GUC Trustee to expend or risk its own funds or incur any liability, financial or otherwise, in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. The GUC Trustee shall not be deemed to have notice of any matter unless one of its Responsible Officers has actual knowledge thereof or unless written notice thereof is received by the GUC Trustee at the Corporate Trust Office and such notice expressly references the GUC Trust. Upon the appointment of a successor GUC Trustee and the delivery of the then remaining GUC Trust Assets to the successor GUC Trustee, the predecessor GUC Trustee and any of its respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, real estate brokers, transfer agents, distribution agents, managers, members, officers, partners, predecessors, principals, professional persons, representatives, affiliate, employer, and successors shall have no further liability or responsibility with respect thereto (other than liabilities arising prior to the cessation of its role as GUC Trustee). A successor GUC Trustee shall have no duty to examine or inquire into the acts or omissions of its immediate or remote predecessor, and no successor GUC Trustee shall be in any way liable for the acts or omissions of any predecessor GUC Trustee, unless a successor GUC Trustee expressly assumes such responsibility. A predecessor GUC Trustee shall have no liability for the acts or omissions of any immediate or subsequent successor GUC Trustee for any events or occurrences subsequent to the cessation of its role as GUC Trustee.

6.3.Indemnification.

6.3.1The GUC Trustee and each of its respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, real estate brokers, transfer agents, distribution agents, managers, members, officers, partners, predecessors, principals, professional persons, representatives, affiliate, employer, and successors (each, an “Indemnified Party”) shall be indemnified for, and defended and held harmless against, by the GUC Trust, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including the reasonable and documented attorney, other professional and related costs of defense) actually incurred without gross negligence, willful misconduct, or fraud on the part of the applicable Indemnified Party (which gross negligence, willful misconduct, or fraud, if any, must be determined by a Final Order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan, the Confirmation Order or this GUC Trust Agreement, as applicable if the applicable

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Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the GUC Trust or the GUC Trust Beneficiaries. An act or omission taken with the approval of the Bankruptcy Court, and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence, willful misconduct, or fraud. The amounts necessary for the indemnification provided in this Article 6.3 (including, but not limited to, any reasonable and documented costs and expenses incurred in enforcing the right of indemnification in this Article 6.3) shall be paid solely by the GUC Trust out of the GUC Trust Assets. Neither the Debtors, the Reorganized Debtors, the GUC Trustee, nor any other Indemnified Party, shall be liable for the payment of any GUC Trust Fees and Expenses or claim or other liability of the GUC Trust, and no Person shall look to the Debtors, the Reorganized Debtors, the GUC Trustee or any other Indemnified Party for the payment of any such expense or liability.

6.3.2If the GUC Trustee becomes involved in any action, lawsuit, proceeding, or investigation in connection with any matter arising directly or indirectly out of or in connection with the Plan, this GUC Trust Agreement, the Confirmation Order, or the affairs of the GUC Trust, the GUC Trust shall periodically advance or otherwise reimburse on demand the reasonable and documented legal and other expenses including, without limitation, the cost of any investigation and preparation and attorney’s fees, disbursements, and related expenses of the GUC Trustee incurred in connection therewith as a GUC Trust Fee and Expense, but the GUC Trustee shall be required to repay promptly to the GUC Trust the amount of any such advanced or reimbursed expense paid to the GUC Trustee to the extent that it shall be ultimately determined by Final Order that the GUC Trustee engaged in fraud, willful misconduct, or gross negligence in connection with the affairs of the GUC Trust with respect to which such expenses were paid or it is determined by Final Order that the GUC Trustee was not entitled to any indemnity under the provisions of this Article 6.3. The provisions of this Article 6.3 shall remain available to any former GUC Trustee or the estate of any decedent GUC Trustee. For the avoidance of doubt, the indemnification costs provided for herein shall be a GUC Trust Fee and Expense.

6.4.Confirmation of Survival of Provisions. Without limitation in any way of any provision of this GUC Trust Agreement, the provisions of this Article VI shall survive the death, dissolution, liquidation, resignation, replacement, or removal, as may be applicable, of the GUC Trustee, or the termination of the GUC Trust or this GUC Trust Agreement and shall inure to the benefit of the GUC Trustee’s and the Indemnified Parties’ heirs and assigns.

ARTICLE VII. SELECTION, REMOVAL AND COMPENSATION OF GUC TRUSTEE

7.1.Appointment. The GUC Trustee has been selected pursuant to the Plan to effectuate an orderly and efficient transition of the administration of the GUC Trust Assets for the benefit of the GUC Trust Beneficiaries.

7.2.Term of Service. The GUC Trustee shall serve until the earlier to occur of (i) the termination of the GUC Trust in accordance with this GUC Trust Agreement and (ii) the GUC Trustee’s death, dissolution, incapacity, or resignation.

7.3.Removal of the GUC Trustee. Any Person serving as GUC Trustee may be removed at any time only for cause, including, without limitation, the incapacity, failure or refusal of the GUC Trustee to perform its duties under the Plan, the Confirmation Order, or this

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GUC Trust Agreement, by the unanimous vote of the GUC Trust Oversight Board. Notwithstanding the removal of the GUC Trustee pursuant to this Article 7.3, the rights and protections afforded to the removed GUC Trustee under this GUC Trust Agreement with respect to acts or omissions occurring prior to the effectiveness of such removal will continue for the benefit of such removed GUC Trustee following the effectiveness of such removal.

7.4.Resignation of GUC Trustee. The GUC Trustee may resign at any time upon providing prior written notice of the GUC Trustee’s intention to do so to the GUC Trust Oversight Board, the GUC Trustee’s counsel, and the Bankruptcy Court, which notice shall be at least thirty (30) days unless the resignation is due to a disability or other incapacity. The resignation shall be effective on the later of: (i) the date specified in the notice of resignation; and (ii) the date on which a successor GUC Trustee has been appointed in accordance with Article 7.5. Without limiting any other reporting or accounting obligations under this GUC Trust Agreement, in the event of a resignation, the resigning GUC Trustee shall file with the Bankruptcy Court a trust statement accounting of monies and GUC Trust Assets received, disbursed, and held during the term of office of that GUC Trustee.

7.5.Appointment of Successor GUC Trustee. Upon the resignation, death, incapacity, or removal of a GUC Trustee, a successor GUC Trustee shall be appointed by the unanimous vote of the GUC Trust Oversight Board. Any successor GUC Trustee so appointed shall consent to and accept in writing the terms of this GUC Trust Agreement and agree that the provisions of this GUC Trust Agreement shall be binding upon and inure to the benefit of the successor GUC Trustee.

7.6.Powers and Duties of Successor Trustee. A successor GUC Trustee shall have all the rights, privileges, powers, and duties of its predecessor under this GUC Trust Agreement and the Plan. Notwithstanding anything to the contrary herein, a removed or resigning GUC Trustee shall, when requested in writing by the successor GUC Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor GUC Trustee under the GUC Trust all the estates, properties, rights, powers, and trusts of such predecessor GUC Trustee. Any successor GUC Trustee so appointed shall not have any liability or responsibility for the acts or omissions of any predecessor(s).

7.7.GUC Trust Continuance. The death, resignation, dissolution, incapacity, or removal of the GUC Trustee shall not terminate the GUC Trust or revoke any then-existing power and authority created pursuant to this GUC Trust Agreement or invalidate any action theretofore taken by the GUC Trustee.

7.8.Compensation and Costs of Administration.

7.8.1The GUC Trustee shall receive fair and reasonable compensation for its services under this GUC Trust Agreement, as determined by the GUC Trustee and the Creditors’ Committee, either on an hourly basis at the GUC Trustee’s current hourly billing rates then in effect or a flat monthly or quarterly fee, plus reimbursement of all reasonable and documented expenses. Such compensation and all reasonable and documented expense reimbursement shall be charged against and paid solely out of the GUC Trust Assets as GUC Trust Fees and Expenses without further Bankruptcy Court approval or order. Any alteration to the arrangements for

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compensation of the GUC Trustee shall require unanimous approval by the GUC Trust Oversight Board.

7.8.2All reasonable and documented costs, expenses, and obligations, including filing fees, incurred by the GUC Trustee (or professionals who may be employed by the GUC Trustee in administering the GUC Trust and GUC Trust Assets, in carrying out their responsibilities under this GUC Trust Agreement, or in any manner connected, incidental, or related thereto) in accordance with the terms of the Plan, the Confirmation Order, and this GUC Trust Agreement shall be charged against and paid solely out of the GUC Trust Assets without further Bankruptcy Court approval or order, and shall have priority over Distributions to GUC Trust Beneficiaries.

7.9.Periodic Reporting; Filing Requirements.

7.9.1The GUC Trustee shall provide the U.S. Trustee and the Bankruptcy Court the information and reports they may reasonably request concerning GUC Trust administration. For the avoidance of doubt, the GUC Trustee shall not be deemed to be a successor to the Debtors.

7.9.2The GUC Trustee shall file tax returns for the GUC Trust (excluding any reserve for Disputed General Unsecured Claims) as a grantor trust pursuant to Treasury Regulation Section 1.671-4(a) and any other applicable laws or regulations with the GUC Trust Beneficiaries treated as the grantors of the GUC Trust for U.S. federal income tax purposes in respect of their GUC Trust Interests. In addition, the GUC Trustee shall file in a timely manner such other tax returns as are required by applicable law (including tax returns pursuant to Articles 3.1.14 and 3.1.15 hereof) and pay any taxes shown as due thereon. The GUC Trustee may withhold from amounts distributable to any Person any and all amounts, determined in the GUC Trustee’s sole discretion, to be required by any law, regulation, rule, ruling, directive or other governmental requirement and as may be required to establish an operating reserve.

7.9.3All GUC Trust profits and losses for the applicable taxable year being reported shall be reported on a tax return filed by the GUC Trustee. The “taxable year” of the GUC Trust shall be the “calendar year” as those terms are defined in IRC Section 441.

7.10.Confidentiality. Except as required in the performance of its duties or otherwise provided in this GUC Trust Agreement, the GUC Trustee shall, while serving as GUC Trustee under this GUC Trust Agreement, hold strictly confidential and not use for personal gain any material, non-public information of or pertaining to any Person to which any of the GUC Trust Assets relate or of which it has become aware in its capacity as GUC Trustee. Notwithstanding the foregoing or anything to the contrary, the GUC Trustee shall be permitted to disclose such material, non-public information: (i) to the GUC Trustee’s officers, directors, employees, members, investors, potential investors, auditors, accountants and legal counsel; (ii) as may be required by any law, rule or regulation or by any direction, request or order of any judicial, administrative or regulatory authority or proceedings; or (iii) to any GUC Trust Beneficiary who has entered into a confidentiality agreement containing terms as restrictive as the terms contained herein. For the avoidance of doubt, the GUC Trustee shall not be permitted to disclose any material that the Reorganized Debtors have marked as “Trustee Eyes Only,” “Professional Eyes Only,” or a similar designation; provided, however, that the GUC Trustee shall be permitted to disclose such designated material to (i) members of the GUC Trust Oversight Board who need to know or use such information to perform a function contemplated by this GUC Trust Agreement,

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(ii) the GUC Trustee’s officers, directors, employees, members, auditors, accountants and legal counsel who need to know or use such information to advise the GUC Trustee on the performance of its duties under this GUC Trust Agreement, and (iii) as may be required by any law, rule or regulation or by any direction, request or order of any judicial, administrative or regulatory authority or proceedings; provided further that any recipient of any material designated “Trustee Eyes Only,” “Professional Eyes Only,” or a similar designation shall have been advised of the confidential nature of the information and agree to keep such information confidential in accordance with the terms hereof and not disclose such information to any other party. Notwithstanding the foregoing, to the extent legally permitted, the GUC Trustee shall promptly notify the Reorganized Debtors of any such event in the foregoing clause (iii) and cooperate with the Reorganized Debtors in the event the Reorganized Debtors elect to seek a protective order or other assurance of confidential treatment. In the event that such disclosure is nonetheless not protected by a protective order or other assurance of confidential treatment, the GUC Trustee shall only disclose that portion of the confidential information that is required or requested pursuant to such clause (iii).

ARTICLE VIII. GUC TRUST OVERSIGHT BOARD

8.1.Duties and Powers. The GUC Trust Oversight Board is established pursuant to the terms hereof and shall function consistent with the terms of this GUC Trust Agreement (the “GUC Trust Oversight Board”). The GUC Trust Oversight Board shall represent the interests of the GUC Trust Beneficiaries during the existence of the GUC Trust and each member of the GUC Trust Oversight Board shall have the obligation to undertake in good faith each of the acts and responsibilities set forth for the GUC Trust Oversight Board herein.

8.2.GUC Trust Oversight Board Members. The GUC Trust Oversight Board shall consist of two (2) to five (5) members designated by the Creditors’ Committee. In the event of the resignation of a member of the GUC Trust Oversight Board, the remaining member may, but need not, designate a successor member (subject to the willingness and consent of the designated successor member to serve as a member of the GUC Trust Oversight Board); provided, however, that any successor member shall be a GUC Trust Beneficiary or an affiliate or advisor thereof. Unless and until any such vacancy is filled, the GUC Trust Oversight Board shall function with such reduced membership. The duties, rights, and powers of the GUC Trust Oversight Board, as set forth herein, shall terminate upon the dissolution of the GUC Trust. In the event that the GUC Trust Oversight Board has less than two (2) members, and the existing members fail to fill the vacancy within 90 days, the GUC Trustee shall be permitted, but shall not be required to appoint a sufficient number of members of the GUC Trust Oversight Board so that it has two (2) designated members.

8.3.No Compensation; Reimbursement of Expenses. The members of the GUC Trust Oversight Board shall serve for no compensation, but shall be reimbursed from the GUC Trust for any actual and reasonable out-of-pocket expenses incurred in such capacity without approval or order of the Bankruptcy Court (but not, for the avoidance of doubt, any fees or expenses of any professionals retained by any member of the GUC Trust Oversight Board); provided, however, that in the event the GUC Trustee or any member of the GUC Trust Oversight Board objects to the payment of any expenses requested by a member, then such dispute shall be determined by the Bankruptcy Court.

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8.4.Material Decisions. The GUC Trustee must obtain the written approval of a majority of the members of the GUC Trust Oversight Board before making any of the following decisions and/or undertaking any of the following actions (each, a “Material Decision”) provided that, notwithstanding the foregoing, the GUC Trustee must obtain the unanimous consent of the GUC Trust Oversight Board prior to taking any action contemplated by Article 8.4.3 hereof:

8.4.1The exercise, transfer, sale, or liquidation of the GUC Warrants and the exercise by the GUC Trust of any rights under the GUC Warrant Documents, including with respect to any Black-Scholes protections;

8.4.2The transfer, sale, or liquidation of the GUC Trust’s rights and interests under the GUC CVR Documents, including but not limited to the prepayment of any contingent payment obligations owed to the GUC Trust thereunder; and

8.4.3The commencement or pursuit of any claim against the Reorganized Debtors or any other party related to or arising under the GUC CVR Documents or the GUC Warrant Documents, subject to the agreement by the GUC Trustee that the GUC Trust holds sufficient GUC Trust Assets to pay for the fees and expenses associated with the pursuit of any such claim and that the GUC Trustee will, in its sole discretion, be sufficiently indemnified by the GUC Trust for bringing any such claim.

8.5.Procedures for Obtaining Approval of Material Decisions. The approval of any Material Decision may be obtained in the following manner (such process being referred to herein as “Notice Approval”). The GUC Trustee shall give written notice to the GUC Trust Oversight Board of any request to approve a Material Decision. The GUC Trust Oversight Board shall have five (5) Business Days to deliver a response to such request to the GUC Trustee. If, upon consultation with counsel to the GUC Trustee, the GUC Trustee determines that emergency action is required with respect to any such matter as to which the GUC Trustee is seeking Notice Approval and the GUC Trustee is unable to provide five (5) Business Days’ notice as required herein, then, to avoid injury or harm to the GUC Trust Assets, the GUC Trustee may in its written request to approve a Material Decision shorten the notice period (a “Shortened Notice”) and shall therein give such notice as may be practicable under the circumstances.

8.5.1If, at any time after the Effective Date, there are no members of the GUC Trust Oversight Board (whether because no person has agreed to serve as a member of the GUC Trust Oversight Board, through resignation or otherwise), the GUC Trustee may make, but shall not be required to make, any Material Decision without the approval of the Bankruptcy Court nor the approval of any other person. Nothing in this paragraph shall prevent the GUC Trustee from requesting Bankruptcy Court approval of a Material Decision if the GUC Trustee, after consultation with counsel, determines that such request would be appropriate under the circumstances.

8.6.Majority Approval. With respect to matters requiring the approval of a majority of the members of the GUC Trust Oversight Board, in the event that there is an evenly split decision among the members of the GUC Trust Oversight Board with respect to the approval of such matter, such a split vote of the GUC Trust Oversight Board shall not constitute a majority.

8.7.Removal and Selection of Successor GUC Trustee. The GUC Trust Oversight Board shall have the right and power to determine, by the unanimous vote of the GUC Trust Oversight Board, to: (i) remove the GUC Trustee for cause (as set forth in Article 7.3 herein),

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including without limitation, the incapacity, failure or refusal of the GUC Trustee to perform its duties under the Plan, the Confirmation Order, or this GUC Trust Agreement; or (ii) select a successor GUC Trustee when a successor is required hereunder.

8.8.Reporting. The GUC Trustee shall consult with the GUC Trust Oversight Board generally and shall report to the GUC Trust Oversight Board on an annual basis, on June 30 of each calendar year, or as soon as practicable thereafter, with respect to the payment or non-payment of the GUC CVR during each relevant payment period pursuant to the GUC CVR Documents. The GUC Trustee shall submit such reports as it deems reasonable to the GUC Trust Oversight Board.

ARTICLE IX. MAINTENANCE OF RECORDS

9.1.The GUC Trustee shall maintain accurate records of the administration of GUC Trust Assets, including receipts and disbursements and other activity of the GUC Trust, in such detail and for such periods of time as may be necessary to enable it to make full and proper accounting in respect thereof.

9.2.The Reorganized Debtors shall, upon reasonable notice, cooperate with the GUC Trustee in the administration of the GUC Trust, including by providing the GUC Trustee reasonable access, during normal business hours, to the Reorganized Debtors’ personnel and books and records, to the extent the Debtors or the Reorganized Debtors, as applicable, have such information and/or documents, to enable the GUC Trustee to perform its duties expressly authorized in the Plan, the Confirmation Order, and this GUC Trust Agreement. Access and documents that do not require the Reorganized Debtors or their personnel to expend material time or resources outside the ordinary course of business shall be provided to the GUC Trust and GUC Trustee without charge. To the extent that the Reorganized Debtors determine that responding to any particular information request from the GUC Trustee requires the Reorganized Debtors or their personnel to expend material time or resources outside the ordinary course of their operations or responsibilities, the Reorganized Debtors or their personnel shall communicate the same to the GUC Trustee, together with a range of expected costs to satisfy such information request. To the extent the parties are unable to reach an agreement on such costs, the GUC Trustee may withdraw its information request and the Reorganized Debtors may determine not to satisfy such request. All parties’ rights are reserved to raise any such disputes with the Bankruptcy Court. Notwithstanding the foregoing, this Article 9.2 shall not be deemed to limit any reporting requirements contained in the GUC CVR Documents or the GUC Warrant Documents.

9.3.The books and records maintained by the GUC Trustee and any records of the Debtors or the Reorganized Debtors transferred to the GUC Trust may be disposed of by the GUC Trust at the later of: (i) such time as the GUC Trustee determines that the continued possession or maintenance of such books and records is no longer necessary for the benefit of the GUC Trust or the GUC Trust Beneficiaries; and (ii) upon the termination and completion of the dissolution of the GUC Trust.

ARTICLE X.

ARTICLE XI.DURATION OF TRUST

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11.1.Duration. This GUC Trust Agreement shall remain and continue in full force and effect until the GUC Trust is terminated in accordance with the provisions of this GUC Trust Agreement and the Plan.

11.2.Dissolution of the Trust. The GUC Trust shall be dissolved or otherwise terminated at such time as (i) all of the GUC Trust Assets have been liquidated, resolved, or abandoned pursuant to, and in accordance with the Plan and this GUC Trust Agreement; (ii) all duties and obligations of the GUC Trust under the Plan, Confirmation Order, and this GUC Trust Agreement have been fulfilled; (iii) all distributions required under the Plan and this GUC Trust Agreement have occurred; and (iv) the GUC Trustee has filed a notice with the Bankruptcy Court that the foregoing conditions (i)-(iii) have been met. In no event shall the GUC Trust be terminated later than five (5) years from the Effective Date unless the Bankruptcy Court, upon a motion made within the six-month period before such fifth anniversary (and, in the event of further extension, by order of the Bankruptcy Court, upon motion made within six (6) months before the end of the preceding extension) determines that a fixed period extension (not to exceed three (3) years, together with any prior extensions, unless (i) a favorable letter ruling from the Internal Revenue Service that any further extension would not adversely affect the status of the GUC Trust as a liquidating trust for U.S. federal income tax purposes, or (ii) a court order has been received approving such extension) is necessary to facilitate or complete the recovery on, and liquidation of, the GUC Trust Net Assets. In connection with the dissolution and termination of the GUC Trust, notwithstanding other provisions hereof, any remaining GUC Trust Net Assets that the GUC Trustee determines are of inconsequential value or otherwise insufficient to support the cost of a distribution, may be transferred by the GUC Trustee to a non-profit charitable organization qualifying under Section 501(c)(3) of the IRC.

11.3.Continuance of GUC Trust for Winding Up; Termination. After the dissolution of the GUC Trust and for the purpose of liquidation and winding up the affairs of the GUC Trust, the GUC Trustee shall continue to act as such until its duties have been fully performed, including such post-distribution tasks as necessary to wind up the affairs of the GUC Trust. Subject to the foregoing sentence, after the termination of the GUC Trust, the GUC Trustee, for a time, may (but is under no obligation) retain or cause to be retained certain books, records, GUC Trust Beneficiary lists, and certificates and other documents and files that shall have been delivered to or created by the GUC Trustee. Upon the discharge of all liabilities of the GUC Trust, final distribution of the GUC Trust Assets and winding up of the GUC Trust by the GUC Trustee in accordance with the Act, the GUC Trustee shall execute and file a certificate of cancellation with the Delaware Secretary of State pursuant to the Act. Upon effectiveness of such certificate of cancellation, the GUC Trustee shall have no further duties or obligations hereunder and the GUC Trust and this GUC Trust Agreement shall terminate (other than provisions that expressly survive termination). After the discharge of all liabilities of the GUC Trust and final distribution of the GUC Trust Assets, upon a motion by the GUC Trustee, the Bankruptcy Court may enter an order relieving the GUC Trustee, its employees, professionals, and agents of any further duties, discharging and releasing the GUC Trustee, its employees, professionals, and agents from all liability related to the GUC Trust; provided, however, that the ability to seek such an order shall not be used to limit the provisions of Article VI herein.

11.4.No Termination by GUC Trust Beneficiaries. The GUC Trust may not be terminated at any time by the GUC Trust Beneficiaries.

ARTICLE XII. MISCELLANEOUS

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12.1.Capacity of GUC Trust. Notwithstanding any state or federal law to the contrary or anything herein, the GUC Trust shall itself have the capacity, in its own right and name, to act or refrain from acting, including the capacity to sue and be sued and to enter into contracts. The GUC Trust may alone be the named movant, respondent, party plaintiff, or defendant, or the like in all adversary proceedings, contested matters, and other state or federal proceedings brought by or against it, and may settle and compromise all such matters in its own name.

12.2.Nature of GUC Trust. This GUC Trust Agreement is intended to create a trust and a trust relationship and to be governed and construed in all respects as a liquidating trust. The GUC Trust is irrevocable, but this GUC Trust Agreement is subject to amendment and waiver as provided herein. The GUC Trust is not intended to be, and shall not be deemed to be or treated as, a general partnership, limited partnership, limited liability partnership, joint venture, corporation, limited liability company, joint stock company, or association, nor shall the GUC Trustee, or the GUC Trust Beneficiaries, or any of them, for any purpose be, or be deemed to be or treated in any way whatsoever to be, liable or responsible hereunder as partners or joint venturers. The relationship of the GUC Trust Beneficiaries, on the one hand, to the GUC Trust and the GUC Trustee, on the other hand, shall not be deemed a principal or agency relationship, and their rights shall be limited to those conferred upon them by this GUC Trust Agreement, the Plan, and the Confirmation Order.

12.3.Effectiveness. This GUC Trust Agreement shall be effective as of the date hereof.

12.4.Preservation of Privilege.

12.4.1Notwithstanding the Debtors or Reorganized Debtors providing any privileged information to the GUC Trust or the GUC Trustee, such privileged information shall be without waiver in recognition of the joint and/or successor interest in reconciling Disputed General Unsecured Claims and shall remain privileged. For the avoidance of doubt, the actions taken by the Creditors’ Committee, the Debtors, and the Reorganized Debtors in connection with the Plan or the formation of the GUC Trust shall not be (or deemed to be) a waiver of any privilege of any of the Creditors’ Committee, the Debtors, and the Reorganized Debtors, as applicable, including any privilege attaching to any document or communications (whether written or oral) transferred to the GUC Trust.

12.4.2The Debtors, the Reorganized Debtors, and the GUC Trust (through the GUC Trustee) shall be deemed to be working in common interest whereby the Debtors and the Reorganized Debtors will be able to share documents, information, or communications (whether written or oral), including as relating to Claims, subject to a common interest privilege and immunity. The GUC Trust’s or the GUC Trustee’s receipt of such documents, information, or communications shall not constitute a waiver of any privilege or immunity.

12.5.Notices. Unless otherwise expressly provided herein, all notices to be given to the GUC Trust Beneficiaries may be given by ordinary mail, or may be delivered pursuant to overnight courier to the GUC Trust Beneficiaries at the addresses appearing on the books kept by the GUC Trustee. Unless the GUC Trustee directs otherwise in writing, any notice or other communication which may be or is required to be given, served, or sent to the GUC Trust shall be in writing and shall be sent by registered or certified United States mail, return receipt requested, postage prepaid, or transmitted via overnight courier (if receipt is confirmed) addressed as follows:

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If to the GUC Trustee:

U.S. Bank Trust National Association

1025 Connecticut Ave. NW, Ste. 510

Washington, D.C. 20035

Attn: Dave Diaz

Email: dave.diaz@usbank.com

with a copy to:

Faegre Drinker Biddle & Reath LLP

1177 Avenue of the Americas, 43rd Fl.

New York, NY 10036

Attn: Laura E. Appleby

Email: laura.appleby@faegredrinker.com

If to the Reorganized Debtors (upon the Effective Date):

with a copy (which shall not constitute notice) to:

12.6.No Bond/Insurance. Notwithstanding any state law to the contrary, the GUC Trustee (including any successor) shall be exempt from giving any bond or other security in any jurisdiction, unless the GUC Trustee decides in its reasonable judgment to obtain such bond or

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other security. The GUC Trustee is hereby authorized, but not required, to obtain all reasonable insurance coverage for itself, its agents, representatives, employees or independent contractors, including coverage with respect to the liabilities, duties and obligations of the GUC Trustee and its agents, representatives, employees or independent contractors and the GUC Trust Oversight Board under this GUC Trust Agreement and the Plan (“Insurance Coverages”). The cost of any such Insurance Coverage shall constitute GUC Trust Fees and Expenses and will be paid out of the GUC Trust Assets.

12.7.Governing Law. To the fullest extent permitted by applicable law, this GUC Trust Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (excluding conflict of laws rules), including all matters of validity, construction, and administration; provided, however, that there shall not be applicable to the GUC Trust, the GUC Trustee, or this GUC Trust Agreement, any provisions of the laws (statutory or common) of the State of Delaware pertaining to trusts that relate to or regulate, in a manner inconsistent with the terms hereof: (i) the filing with any court or governmental body or agency of trustee accounts or schedule of trustee fees and charges; (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust; (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property; (iv) fees or other sums payable to trustees, officers, agents or employees of a trust; (v) the allocation of receipts and expenditures to income and principal; (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding or investing trust assets; or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees.

12.8.Successors and Assigns. This GUC Trust Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns.

12.9.Headings. The various headings of this GUC Trust Agreement are inserted for convenience only and shall not affect the meaning or understanding of this GUC Trust Agreement or any provision hereof.

12.10.Cumulative Rights and Remedies. The rights and remedies provided in this GUC Trust Agreement are cumulative and not exclusive of any rights and remedies under law or in equity.

12.11.No Execution. All funds in the GUC Trust shall be deemed in custodia legis until such times as the funds have actually been paid to or for the benefit of a GUC Trust Beneficiary, and no GUC Trust Beneficiary or any other Person can execute upon, garnish or attach the GUC Trust Assets or the GUC Trust in any manner or compel payment from the GUC Trust except by Final Order of the Bankruptcy Court. Payment will be solely governed by this GUC Trust Agreement and the Plan.

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12.12.Intention of Parties to Establish Grantor Trust.

12.12.1Distributions of the GUC Trust Net Assets for the benefit of the GUC Trust Beneficiaries as provided for under the Plan, the Confirmation Order, and this GUC Trust Agreement shall be made in accordance with Treasury Regulation Section 301.7701-4(d).

12.12.2Except with respect to any reserve for Disputed General Unsecured Claims, this GUC Trust Agreement is intended to create a grantor trust for U.S. federal income tax purposes and, to the extent provided by law, shall be governed and construed in all respects as such a grantor trust. Consistent with Revenue Procedure 94-45, 1994-2 C.B. 684, the GUC Trust shall be treated as a liquidating trust pursuant to Treasury Regulation Section 301.7701-4(d) and as a grantor trust pursuant to Sections 671-677 of the IRC, excluding, in each case, any reserve for Disputed General Unsecured Claims. Either prior to or as soon as reasonably practicable after the Effective Date, the GUC Trustee (to the extent that, and as the GUC Trustee deems it necessary or appropriate in its sole discretion) will cause the determination of the fair market value of the GUC Trust Assets as of the Effective Date, and all parties must consistently use such valuation for all U.S. federal income tax purposes, such as in the determination of gain, loss, and tax basis for such U.S. federal income purposes.

12.13.Tax Treatment of Reserve for Disputed Claims. The GUC Trustee may determine the best way to report for tax purposes with respect to any reserve for any Disputed General Unsecured Claim, including, but not limited to filing a tax election to treat GUC Trust Assets allocable to Disputed Claims as a DOF for U.S. federal income tax purposes. If an election is made to report any reserve for Disputed Claims of GUC Trust Beneficiaries as a DOF, the GUC Trust shall comply with all U.S. federal and state tax reporting and tax compliance requirements of the DOF, including, but not limited to, the filing of a separate U.S. federal income tax return for the DOF and the payment of U.S. federal and/or state income tax due. For the avoidance of doubt, all of the GUC Trust’s income shall be treated as subject to tax on a current basis consistent with Revenue Procedure 94-45, 1994-2 C.B. 684. The GUC Trustee will be responsible for payment, out of any reserve for Disputed General Unsecured Claims, of any taxes imposed on any reserve for Disputed General Unsecured Claims that is treated as a DOF.

12.14.Amendment.

12.14.1The GUC Trustee may, from time to time, modify, supplement, or amend this GUC Trust Agreement but only to clarify any ambiguity or inconsistency, or render this GUC Trust Agreement in compliance with its stated purposes, and only if such amendment does not materially and adversely affect the interests, rights, treatment, or Distributions of any GUC Trust Beneficiary and is not in any way inconsistent with the Plan or the Confirmation Order.

12.14.2The GUC Trustee, with the written consent of a majority of the members of the GUC Trust Oversight Board, may amend, supplement, modify, or waive any provision of this GUC Trust Agreement, without notice to or the consent of any GUC Trust Beneficiary or the approval of the Bankruptcy court; provided, however, that such amendments, supplements or waivers (i) shall be consistent with the GUC Warrant Agreement, the GUC CVR Agreement, the Plan, including for the avoidance of doubt, all documents and agreements contained in the Plan Supplement, and the Confirmation Order and (ii) shall not adversely affect the distributions to any of the GUC Trust Beneficiaries or adversely affect the U.S. federal income tax status of the GUC Trust as a “liquidating trust” or be inconsistent with the purpose and intention of the GUC

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Trust to liquidate in an expeditious but orderly manner the GUC Trust Assets in accordance with Treasury Regulation section 301.7701-4(d)

12.15.Waiver. No failure by any Party to exercise or delay in exercising any right, power, or privilege hereunder shall operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any further exercise thereof, or of any other right, power, or privilege.

12.16.Severability. If any term, provision, covenant or restriction contained in this GUC Trust Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable, or against its regulatory policy, the remainder of the terms, provisions, covenants, and restrictions contained in this GUC Trust Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

12.17.Further Assurances. Without limitation of the generality of Article 10.1 of this GUC Trust Agreement, the Parties agree to execute and deliver all such documents and notices and to take all such further actions as may reasonably be required from time to time to carry out the intent and purposes and provide for the full implementation of this GUC Trust Agreement and the pertinent provisions of the Plan, and to consummate the transactions contemplated hereby.

12.18.Counterparts and Facsimile Signatures. This GUC Trust Agreement may be executed in counterparts and a facsimile or other electronic form of signature shall be of the same force and effect as an original.

12.19.Interpretation. Use of the word “including” necessarily means “including without limitation” without repeating same each time “including” is used in this GUC Trust Agreement.

12.20.Jurisdiction. To the fullest extent permitted by applicable law, the Bankruptcy Court shall have exclusive jurisdiction regarding the GUC Trust, the GUC Trustee, and the GUC Trust Assets, including the determination of all disputes arising out of or related to administration of the GUC Trust. The parties expressly consent to the Bankruptcy Court hearing and exercising such judicial power as is necessary to finally determine all such disputes and matters. If the Bankruptcy Court abstains from exercising, or declines to exercise jurisdiction, or is otherwise without jurisdiction over any matter arising in, arising under, or related to the Chapter 11 Cases, including the matters set forth in this GUC Trust Agreement, then the provisions of this GUC Trust Agreement shall have no effect on and shall not control, limit, or prohibit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter, and all applicable references in this GUC Trust Agreement to an order or decision of the Bankruptcy Court shall instead mean an order or decision of such other court of competent jurisdiction. For the avoidance of doubt, to the extent that the Bankruptcy Court abstains from exercising, or declines to exercise jurisdiction, or is otherwise without jurisdiction over any matter arising in, arising under, or relating to matters as set forth in this GUC Trust Agreement, the GUC Trustee shall be permitted to seek a trust instruction or similar proceeding in the courts of the State of New York located in New York County or in the courts of the State of Minnesota, or in the U.S. federal courts located in the Southern District of New York or in the District of Minnesota.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have executed this GUC Trust Agreement as of the day and year written above.

DEBTORS:

Azul S.A., et al.

By: /s/ John Peter Rodgerson Name: John Peter Rodgerson Title: Chief Executive Officer

GUC TRUSTEE:

U.S. Bank Trust National Association

By: /s/ Dave Diaz Name: Dave Diaz Title: Vice President

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Document

Exhibit 4.27

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 20, 2026, by and among; Azul S.A., a company (sociedade anônima) organized under the laws of Brazil (the “Company”) and the Holders. Each of the Company and the Holders may be referred to in this Agreement as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings assigned such terms in Section 12 of this Agreement. The term “Holder” and “Party” shall also include any Person to whom rights and obligations hereunder are assigned in compliance with Section 13(d).

A.On May 28, 2025, the Company and certain of its direct and indirect subsidiaries (collectively, and together with any other Affiliates of the Company that became debtors-in-possession in the Chapter 11 Cases (as defined below), the “Debtors”) filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (each, a “Chapter 11 Case” and, collectively the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of New York (together with any other United States court having jurisdiction over any of the Chapter 11 Cases or any proceeding therein from time to time, the “Bankruptcy Court”), jointly administered under Case Number 25-11176.

B.In connection with the Plan, on July 31, 2025, the Debtors entered into that certain backstop commitment agreement (as amended, restated, supplemented and otherwise modified from time to time, the “Backstop Commitment Agreement”) with the parties listed in Schedule 1 thereto under the heading “Backstop Commitment Party” (together with their Affiliates listed under such heading, the “Backstop Commitment Parties”), pursuant to which, on and subject to the terms and conditions thereof, (i) each Backstop Commitment Party agreed, severally and not jointly, to subscribe for and purchase on the Closing Date, for cash, its applicable portion of any unsubscribed ERO New Common Stock (including in the form of ADSs), in form and substance agreed upon by the Requisite Holders and the Company, and (y) the Company agreed to extend customary registration rights with respect to any such ADSs, including customary re-sale shelf registration rights, demand registration rights and piggy-back registration rights, in form and substance agreed upon by the Requisite Holders and the Company.

C.In connection with the Plan, on November 7, 2025, the Debtors entered into (i) that certain equity investment agreement (as amended, restated, supplemented and otherwise modified from time to time, the “American Investment Agreement”) with American Airlines, Inc., a Delaware corporation (“American Airlines”), and (ii) that certain equity investment agreement (as amended, restated, supplemented and otherwise modified from time to time, the “United Investment Agreement” and, together with the American Investment Agreement, the “Strategic Investment Agreements”) with United Airlines, Inc., a Delaware corporation (“United Airlines” and, together with American Airlines, the “Strategic Partners”), pursuant to which, on and subject to the terms and conditions thereof, (i) each Strategic Partner agreed to subscribe for and purchase on the Closing Date, for cash, the equity securities of the Company specified in the applicable Strategic Investment Agreement (including ERO New Common Stock and, if applicable, ADSs) in exchange for the applicable subscription price, payable in cash in accordance with the terms thereof, and (ii) the Company agreed to extend to the Strategic Partners customary registration rights with respect to any such ADSs, including customary re-sale shelf registration rights, demand registration rights and piggy-back registration rights, in form and substance agreed upon by the Strategic Partners and the Company.

D.On February 17, 2026, the Debtors entered into that certain equity investment agreement (as amended, restated, supplemented and otherwise modified from time to time, the “Additional Investment Agreement”) with the subscribers party thereto (the “Additional Subscribers”), pursuant to which, on and subject to the terms and conditions thereof, each Additional Subscriber agreed to subscribe for and purchase on the Closing

Date, for cash, the equity securities of the Company attributed to it in the Additional Investment Agreement (including ERO New Common Stock and, if applicable, ADSs) in exchange for the applicable subscription price, payable in cash in accordance with the terms thereof, and the Company agreed to extend to the Additional Subscribers customary registration rights with respect to any such ADSs, including customary re-sale shelf registration rights, demand registration rights and piggy-back registration rights, form and substance agreed upon by the Additional Subscribers and the Company.

E.On February 17, 2026, the Debtors entered into an amended and restated equity investment agreement with American Airlines pursuant to which, on and subject to the terms and conditions thereof, and subject to the satisfaction or waiver of certain conditions precedent (including that approval of the Brazilian Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica) has not been obtained by the Effective Date), the Company agreed to issue to American Airlines warrants (collectively, the “AA Warrants”) exercisable for Common Shares (including in the form of ADSs) (the “AA Warrant Shares”).

F.On February 17, 2026, the Debtors entered into an warrant agreement with the Additional Subscribers and United Airlines pursuant to which the Company agreed to issue to the Additional Subscribers and United Airlines warrants (collectively, the “Non-AA Warrants,” and together with AA Warrants, the “Warrants”) exercisable for Common Shares (including in the form of ADSs) (the “Non-AA Warrant Shares,” and together with AA Warrant Shares, the “Warrant Shares”).

G.As provided in the Backstop Commitment Agreement, the Strategic Investment Agreements and the Additional Investment Agreement, the Parties desire to enter into this Agreement in order to grant to the Holders certain registration rights relating to the Registrable Securities, all in accordance with the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Holder hereby agree as follows:

1. Registration.

(a)Shelf Registration.

(i)The Company shall prepare and file with the SEC a Registration Statement on Form F-1 (as amended from time to time, the “Form F-1 Shelf”) covering the resale of all Registrable Securities outstanding and eligible for registration at the time of such filing on a delayed or continuous basis by no later than twenty (20) calendar days following the earlier of (y) the Effective Date and (z) the date of the filing of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the “2025 Form 20-F”). As soon as reasonably practicable and no later than 60 days after the Company becomes eligible to use Form F-3, the Company shall use commercially reasonable efforts to convert (including either by post-effective amendment or by filing a new registration statement) the Form F-1 Shelf to a Registration Statement on Form F-3 (or other appropriate short form registration statement then permitted by the SEC’s rules and regulations) (the “Form F-3 Shelf” and together with the Form F-1 Shelf, the “Shelf Registration Statement”) covering the resale of all applicable Registrable Securities beneficially owned from time to time by the Holders from time to time (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI). The Company shall use commercially reasonable efforts to file its 2025 Form 20-F as soon as practicable.

(ii)The Company shall not file or seek the effectiveness of any other registration statement under the Securities Act for the offer and sale of Common Shares or ADS in the public securities markets prior to the effectiveness of the Form F-1 Shelf, unless approved by the Requisite Holders (as defined below). The Company will, at any time prior to the effectiveness of the Form F-1 Shelf, suspend and halt its efforts to have the Form F-1 Shelf declared effective upon the request of the Requisite Holders, until such time as the Requisite Holders shall request that the Company resume its efforts to have the Form F-1 Shelf declared effective.

(iii)Subject to the terms of this Agreement, including any applicable Blackout Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective

under the Securities Act (and, if the Shelf Registration Statement ceases to be effective for any reason, as promptly as practicable, use commercially reasonable efforts to take all actions, including to make all required filings with the SEC, so as to resume the effectiveness of the Shelf Registration Statement) as promptly as practicable following the Effective Date.

(iv)From and after its effectiveness, the Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act (and, if the Shelf Registration Statement ceases to be effective for any reason, as promptly as practicable, use commercially reasonable efforts to take all actions, including to make all required filings with the SEC, so as to resume the effectiveness of the Shelf Registration Statement) until the earlier of (i) with respect to the Registrable Securities other than those held by the Strategic Partners, the third (3rd) anniversary of the Effective Date (the “Sunset Date”), and (ii) the date on which all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form F-1 Shelf is converted to a Form F-3 Shelf and the Company thereafter becomes ineligible to use Form F-3, by using commercially reasonable efforts to file a Form F-1 Shelf or other appropriate form specified by the SEC’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (ii), the “Shelf Period”).

(v)The Company shall, within three (3) Business Days after the effectiveness of a Shelf Registration Statement, notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of the Shelf Registration Statement, and the Company shall file a final Prospectus in respect of such Shelf Registration Statement with the SEC to the extent required by Rule 424 under the Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement shall include and permit all methods of distribution permitted by applicable law, including underwritten offerings, at-the market transactions, brokerage transactions (including on an exchange or over-the-counter), private transactions, a Bought Deal (as defined below), through options, short sales, forward sales, puts, agented transactions, stock lending transactions and hedging and other derivative transactions, including the means of distribution substantially as described in the form set forth in Exhibit C hereto (which may be amended from time to time to the extent necessary to permit additional lawful means of distribution). Each of the foregoing methods of distribution (other than underwritten offerings) is referred to in this Agreement as an “Alternative Transaction.”

(vi)Holder Information. Each Holder seeking to include any of its Registrable Securities in any Registration Statement pursuant to this Agreement must deliver (which, for the avoidance of doubt, may be by email) to the Company a fully completed notice and questionnaire in substantially the form attached hereto as Exhibit A (the “Questionnaire”) and such other information in writing as the Company may reasonably request in writing for use in connection with the Registration Statement or Prospectus included therein and in any application to be filed with or under state securities laws (which such request shall be made at least ten (10) Business Days prior to the date of effectiveness of a Registration Statement) in accordance with Section 13(m). In order to be named as a selling securityholder in the Shelf Registration Statement at the time it is first made available for use, a Holder must furnish the completed Questionnaire and such other information that the Company may reasonably request in writing, if any, to the Company in writing no later than the fifth (5th) Business Day prior to the targeted date of effectiveness of the Shelf Registration Statement; provided that any Holder providing a completed Questionnaire within that time period may provide updated information regarding such Holder’s beneficial ownership and the number of Registrable Securities requested to be included up to the second (2nd) Business Day prior to the effective date of the Shelf Registration Statement. Each Holder as to which any Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading.

(vii)Supplements. From and after the effective date of the Shelf Registration Statement, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its commercially reasonable efforts to file as promptly as reasonably practicable, but in any event on or prior to the tenth (10th) Business Day after receipt of such information (or, if a Blackout Period is then in effect or initiated within ten (10) Business Days following the date of receipt of such information, the tenth (10th) Business Day following the end of such Blackout Period) either (i) if then permitted by the Securities Act or the rules and regulations thereunder (or then-current SEC interpretations thereof), a supplement to the Prospectus contained in the Shelf Registration Statement naming such Holder as a selling shareholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers of the

Holder’s Registrable Securities, or (ii) if it is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current SEC interpretations thereof) to name such Holder as a selling shareholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling shareholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject, in the case of either clause (i) or clause (ii), to the Company’s right to delay filing or suspend the use of the Shelf Registration Statement as described in Section 1(f) hereof). If the Company is not a WKSI or is not otherwise eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendment or additional Shelf Registration Statements in any fiscal quarter for all Holders pursuant to this Section 1(a)(v); provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $15 million of the Common Shares (based on the closing price of the Common Shares on the Business Day prior to the filing of such post-effective amendment or additional Shelf Registration Statement, to the extent the Common Shares are then listed on the Trading Market, or as determined in good faith by the Company to the extent the Common Shares are not then listed on the Trading Market (the “Filing Value”)). If the Company is a WKSI or is otherwise eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than two (2) prospectus supplements for all Holders pursuant to this Section 1(a)(v) in any fiscal quarter; provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $15 million of the Common Shares (based on the Filing Value).

(viii)Withdrawal from Registration. Any Holder whose Registrable Securities were to be included in any such registration pursuant to Section 1(a) may elect to withdraw any or all of its Registrable Securities therefrom, without liability to any of the other Holders and without prejudice to the rights of any such Holder or Holders to include Registrable Securities in any future registration (or registrations), by written notice to the Company delivered at any time on or prior to the Business Day prior to the effective date of the relevant Registration Statement or the execution of the underwriting agreement entered into in connection therewith, as applicable. For the avoidance of doubt, if there is any withdrawal of Registrable Securities pursuant to this Section 1(a)(vi) that reduces the amount of Shelf Registrable Securities proposed to be included in an Underwritten Shelf Takedown to an amount below the thresholds required for an Underwritten Shelf Takedown pursuant to Section 1(a)(iv), then such Underwritten Shelf Takedown does not apply against the limitations on the number of Underwritten Shelf Takedowns set forth in Section 1(c)(i).

(b)Re-IPO.

(i)The Company shall not, and shall cause its Affiliates not to, initiate, pursue or consummate any underwritten Public Offering of the Company’s Common Shares and/or ADSs (whether registered pursuant to a Shelf Registration Statement or otherwise) during the first four (4) months following the Effective Date, except pursuant to the prior written request of, or with the prior written consent of, the Requisite Holders.

(ii)If the ADS Listing has not occurred within four (4) months following the Effective Date, then during the period commencing on the first day of the fifth (5th) month following the Effective Date and ending on the last day of the sixteenth (16th) month following the Effective Date (the “Re-IPO Demand Period”), the Requisite Holders shall have the right, exercisable by delivery of written notice to the Company (the “Re-IPO Demand Notice”), to demand the Company to initiate the first underwritten Public Offering of the Company’s Common Shares and/or ADSs (the “Re-IPO”).

(iii)Upon receipt of a Re-IPO Demand Notice, the Company shall not proceed with, or cause to be pursued, the ADS Listing (including any launch, marketing, “road shows”, as defined in Rule 433(h)(4) under the Securities Act, pricing or consummation thereof) prior to the pricing of the Re-IPO, unless otherwise instructed in writing by the Requisite Holders. During the Re-IPO Demand Period, the Company shall not initiate, pursue or consummate (A) the Re-IPO or (B) any other underwritten Public Offering of the Company’s Common Shares and/or ADSs (whether registered pursuant to a Shelf Registration Statement or otherwise), in each case except pursuant to the prior written instruction of, or with the prior written consent of, the Requisite Holders.

(iv)The right of the Requisite Holders to deliver a Re-IPO Demand Notice shall expire at the end of the Re-IPO Demand Period. Following the earlier to occur of (A) the pricing of the Re-IPO, (B) the expiration of the Requisite Holders’ right to demand a Re-IPO pursuant to this Section 1(b)(iv), and

(C) the delivery by the Requisite Holders of a written notice to the Company waiving such right, the Company may pursue underwritten Public Offerings without the request or consent of the Requisite Holders, subject to the remaining provisions of this Agreement.

(v)In the Re-IPO, (A) securities proposed to be sold by holders of Registrable Securities shall have priority over any securities proposed to be sold by the Company and over any securities proposed to be sold by any other Person (including any other holders exercising piggyback rights), and (B) any reduction in the number of securities to be sold in the Re-IPO that is required by the managing underwriter(s) thereof for bona fide marketing purposes shall be allocated pro rata among all holders of Registrable Securities participating as selling shareholders (based on the number of Registrable Securities proposed to be sold by each such holder), provided that each such holder executes and delivers a customary lock-up agreement requested by the managing underwriter(s) in connection with the Re-IPO.

(vi)The holders of Registrable Securities who deliver the Re-IPO Demand Notice (or, if more than one, such holders acting by the Requisite Holders) shall have the right to select the investment banker(s) and manager(s) to administer the Re-IPO (which shall consist of one (1) or more reputable nationally recognized investment banks, subject to the Company’s approval (which shall not be unreasonably withheld, conditioned or delayed)).

(vii)Except for the right of the Requisite Holders to deliver a Re-IPO Demand Notice pursuant to this Section 1(b), and except as expressly set forth in Section 1(c) below with respect to the Strategic Partners, the Holders shall have no demand rights under this Agreement.

(c)Underwritten Shelf Takedowns.

(i)Subject to Section 1(b)(i) above, at any time during the Shelf Period (subject to any Blackout Period), for so long as a Strategic Partner holds at least one percent (1%) of the outstanding Common Shares (on a Common Share-equivalent basis), such Strategic Partner may request to sell all or any portion of the Registrable Securities beneficially owned by such Strategic Partner in an underwritten Public Offering (including a “bought deal” or “overnight transaction,” (each, a “Bought Deal”) that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, that the Company shall not be obligated to effect more than two (2) Underwritten Shelf Takedowns pursuant to this Section 1(c)(ii) in any consecutive 12-month period; provided further, that a Bought Deal or other Alternative Transaction shall not constitute an Underwritten Shelf Takedown; provided, that for so long as a Strategic Partner holds at least one percent (1%) of the outstanding Common Shares (on a Common Share-equivalent basis), the ADS Listing shall not, in and of itself, limit of impair such Strategic Partner’s ability to request an Underwritten Shelf Takedown as provided herein.

(ii)Notice of Underwritten Shelf Takedown. All requests for Underwritten Shelf Takedowns pursuant to Section 1(c)(i) shall be made by giving written notice to the Company (each, a “Shelf Takedown Request”), and the Strategic Partner(s) either initiating such request or exercising their right to participate in the Underwritten Shelf Takedown, the “Requesting Holders”). Each Shelf Takedown Request shall specify the approximate number of Common Shares to be sold in the Underwritten Shelf Takedown and the expected aggregate proceeds of such Underwritten Shelf Takedown. Subject to Section 1(f) below, after receipt of any Shelf Takedown Request, the Company shall give written notice (the “Shelf Takedown Notice”) of such requested Underwritten Shelf Takedown (which notice shall state the material terms of such proposed Underwritten Shelf Takedown, to the extent known) to all other Holders that have Registrable Securities registered for sale under the Shelf Registration Statement (“Shelf Registrable Securities”). Such Shelf Takedown Notice shall be given at least three (3) Business Days prior to the expected date of commencement of marketing efforts for such Underwritten Shelf Takedown. Subject to Section 1(c)(ii), the Company shall include in such Underwritten Shelf Takedown all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion therein as promptly as practicable after the giving of the Shelf Takedown Notice.

(iii)Priority of Registrable Securities. If the managing underwriter(s) for an Underwritten Shelf Takedown pursuant to Section 1(c)(i) advise the Company and the holders of Shelf Registrable Securities proposed to be included in such Underwritten Shelf Takedown that in their reasonable view the number of Shelf Registrable Securities proposed to be included in such Underwritten Shelf Takedown exceeds the number of Shelf Registrable Securities which can be sold in an orderly manner in such offering within a price range acceptable to the Requesting Holders (the “Maximum Offering Size”),

then the Company shall promptly give written notice to all holders of Shelf Registrable Securities proposed to be included in such Underwritten Shelf Takedown of such Maximum Offering Size, and shall include in such Underwritten Shelf Takedown the number of Shelf Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A) first, the Shelf Registrable Securities requested to be included in such Underwritten Shelf Takedown by the Requesting Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the number of Shelf Registrable Securities requested to be included therein by each such Holder (including any other Strategic Investor(s) exercising their right to participate in such Underwritten Shelf Takedown), (B) second, the Shelf Registrable Securities requested to be included in such Underwritten Shelf Takedown by Piggyback Eligible Holders (as defined below), allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the number of Shelf Registrable Securities requested to be included therein by each such Holder, and (C) third, any securities proposed to be offered by the Company or third party holders.

(iv)Restrictions on Timing of Underwritten Shelf Takedowns Pursuant to Section 1(c)(i). The Company shall not be obligated to effect an Underwritten Shelf Takedown pursuant to Section 1(c)(i) within sixty (60) days after the initiation of a previous Underwritten Shelf Takedown pursuant to Section 1(c)(i), provided that for an Underwritten Shelf Takedown pursuant to Section 1(c)(i) that is a Bought Deal, the Company shall not be obligated to effect an Underwritten Shelf Takedown pursuant to Section 1(c)(i) within thirty (30) days after the initiation of a previous Underwritten Shelf Takedown pursuant to Section 1(c)(i).

(v)Selection of Bankers and Counsel. The Requesting Holders shall have the right to: (A) select the investment banker(s) and manager(s) to administer an Underwritten Shelf Takedown pursuant to Section 1(c)(i) (which shall consist of one (1) or more reputable nationally recognized investment banks, subject to the Company’s approval (which shall not be unreasonably withheld, conditioned or delayed) and one (1) firm of legal counsel to represent all of the Holders (along with one (1) local counsel per jurisdiction, to the extent reasonably necessary, for any applicable jurisdiction), in connection with such Underwritten Shelf Takedown, and, subject to Section 2(z), (B) determine the price, underwriting discount and other financial terms of the related underwriting agreement for the Registrable Securities included in such Underwritten Shelf Takedown.

(d)Piggyback Registration.

(i)Registration Statement on behalf of the Company. If at any time the Company proposes to (A) file a Registration Statement for the purpose of conducting an underwritten Public Offering or (B) conduct an underwritten Public Offering constituting a “takedown” (including a Bought Deal) of Common Shares (a “Piggyback Takedown”) under a shelf registration statement (other than a Shelf Registration Statement pursuant to Section 1(a)) filed by the Company (as the case may be, a “Piggyback Offering”), and the registration form to be used may be used for the registration of Registrable Securities, the Company shall give prompt written notice (the “Piggyback Notice”) to all Holders of Registrable Securities (collectively, the “Piggyback Eligible Holders”) of the Company’s intention to conduct such underwritten Public Offering. The Piggyback Notice shall be given, (i) in the case of a Piggyback Offering that is a Piggyback Takedown, not earlier than ten (10) Business Days and not less than five (5) Business Days, in each case under this clause (i), prior to the expected date of commencement of marketing efforts for such Piggyback Takedown; or (ii) in the case of any other Piggyback Registration, not less than five (5) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. The Piggyback Notice shall offer the Piggyback Eligible Holders the opportunity to include in such Piggyback Offering the number of Registrable Securities of the same class and series as those proposed to be, as applicable, registered and/or offered pursuant to a Piggyback Takedown, as they may request, subject to Section 1(d)(ii) (a “Piggyback Registration”). Subject to Section 1(d)(ii), the Company shall include in each such Piggyback Offering such Registrable Securities for which the Company has received written requests (each, a “Piggyback Request”) for inclusion therein from Piggyback Eligible Holders within (x) in the case of a Bought Deal, two (2) Business Days, (y) in the case of any other Piggyback Takedown, three (3) Business Days; or (z) otherwise, five (5) Business Days, in each case after the date of the Company’s notice; provided that the Company may not commence marketing efforts for such Public Offering until such periods have elapsed and the inclusion of all such securities so requested, subject to Section 1(d)(ii). If a Piggyback Eligible Holder decides not to include all of its Registrable Securities in any Piggyback Offering thereafter filed by the Company, such Piggyback Eligible Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Piggyback Offerings or Registration Statements as may be filed by the Company with respect to offerings of Registrable Securities, all upon the terms and conditions set forth herein. The Company

shall use its commercially reasonable efforts to, as applicable, effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register pursuant to the Piggyback Requests, or otherwise take all steps necessary, including by effecting a takedown under the Shelf Registration Statement, to include such Registrable Securities in the Piggyback Offering, to the extent required to permit the disposition of the Registrable Securities so requested to be registered. There is no limitation on the number of Piggyback Registrations pursuant to this paragraph that the Company is required to effect.

(ii)Priority of Registration. If the managing underwriter(s) of such Piggyback Offering made on behalf of the Company advise the Company and the Piggyback Eligible Holders in writing that, in their reasonable view the amount of securities requested to be included in such registration (including Registrable Securities requested by the Piggyback Eligible Holders to be included in such offering and if applicable Other Registrable Securities) exceeds the Maximum Offering Size (which for the purposes of a Piggyback Registration shall be within a price range acceptable to the Company), then the Company shall so advise all Piggyback Eligible Holders with Registrable Securities proposed to be included in such Piggyback Registration, and shall include in such offering the number which can be so sold in the following order of priority, up to the Maximum Offering Size: (A) first, (x) if the Piggyback Registration is with respect to a primary offering of the Company’s Capital Stock initiated by the Company, such securities that the Company proposes to sell up to the Maximum Offering Size, or (y) if the Piggyback Registration is an offering at the demand of the holders of Other Registrable Securities, the securities that such holders propose to sell and thereafter any securities proposed to be offered by the Company, in each case up to the Maximum Offering Size, (B) second, the Registrable Securities requested to be included in such Piggyback Registration by each Piggyback Eligible Holder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata on the basis of the amount of Common Shares or other Capital Stock constituting Registrable Securities requested in aggregate to be included therein and (C) third, the Other Registrable Securities (if any) requested to be included in such Piggyback Registration by any holder of Other Registrable Securities with rights to participate in such offering, allocated, if necessary, in accordance with the registration rights agreement governing the Other Registrable Securities. All Piggyback Eligible Holders requesting to be included in the Piggyback Registration must sell their Registrable Securities to the underwriters selected as provided in Section 1(c)(iv) on the same terms and conditions as apply to the Company.

(iii)Withdrawal from Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1(d), whether or not any Piggyback Eligible Holder has elected to include Registrable Securities in such Shelf Registration Statement, without prejudice, however, to the right of the Holder immediately to request that such registration be effected as a registration under Section 1(c) to the extent permitted thereunder and subject to the terms set forth therein. Any Holder that has elected to include Registrable Securities in a Piggyback Offering may elect to withdraw such Holder’s Registrable Securities by written notice to the Company and the underwriters (if any) delivered at any time on or prior to the Business Day prior to the effective date of the relevant Registration Statement or the execution of the underwriting agreement entered into in connection therewith, as applicable. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 1(d)(iii).

(iv)Selection of Bankers and Counsel. If a Piggyback Registration pursuant to this Section 1(d) involves an underwritten Public Offering initiated by the Company, the Company shall have the right to (A) determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees and (B) select the investment banker(s) and manager(s) to administer the Public Offering, including the lead managing underwriter(s) (each of which shall be reputable nationally recognized investment banks) (or, if such Piggyback Registration involves an underwritten Public Offering initiated by a third party, the determination of the plan of distribution and selection of investment bankers for such offering shall be in accordance with the applicable registration rights agreement between such third party and the Company).

(v)Effect of Piggyback Registration. No registration effected under this Section 1(d) shall relieve the Company of its obligations to effect any registration of the offer and sale of Registrable Securities upon request under Section 1(a) or Section 1(c) hereof and no registration effected pursuant to this Section 1(d) shall be deemed to have been effected pursuant to Section 1(a) or Section 1(c) hereof.

(e)Notice Requirements. Any Piggyback Request or Shelf Takedown Request shall (i) specify the maximum number or class or series of Registrable Securities intended to be offered and sold by the Holder making the request, (ii) express such Holder’s bona fide intent to offer up to such maximum number of Registrable

Securities for distribution, (iii) describe the nature or method of the proposed offer and sale of Registrable Securities (to the extent applicable), and (iv) contain the undertaking of such Holder to provide all such information and materials and take all action as may reasonably be required in order to permit the Company to comply with all applicable requirements in connection with the registration of such Registrable Securities.

(f)Blackout Period. Notwithstanding any other provision of this Section 1, the Company shall have the right but not the obligation to defer the filing of (but not the preparation of), or suspend the use by the Holders of, any Shelf Registration (whether prior to or after receipt by the Company of a Shelf Takedown Request) if the Company’s strategy committee (or the Company’s board of directors, to the extent required by applicable law) determines in its reasonable good faith judgment (with the advice of competent counsel expert in such matters) (i) that any such registration or offering would require the disclosure, under applicable securities laws and/or other laws, of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would be materially adverse to the Company; provided that the exception in clause (i) shall continue to apply only during the time in which such material nonpublic information has not been disclosed and remains material; (ii) that any such registration or offering would require the inclusion in a registration statement or prospectus relating thereto of financial statements that are unavailable to the Company, including if the audit or review of such financial statements by the Company's external auditor for inclusion in the Company's filings with the SEC has not been completed, or (iii) that the offer or sale of Registrable Securities would materially impede, delay or interfere with any significant financing, significant acquisition, corporate reorganization or other significant transaction then pending or proposed to be taken by the Company or any of its subsidiaries (or any negotiations, discussions or pending proposals pending thereto); provided that, the period of any delay or suspension shall not exceed a period of forty-five (45) days and any such delays or extensions shall not in aggregate exceed (x) three (3) in number or (y) ninety (90) days, in each case in any consecutive twelve (12) month period (any such period, a “Blackout Period”, and any event triggering any such delay or suspension, a “Blackout Event”); provided, however, that in such event, the majority of requesting Holders will be entitled to withdraw any request for an Underwritten Shelf Takedown and, if such request is withdrawn, such Underwritten Shelf Takedown will not count as an Underwritten Shelf Takedown and the Company will pay all Registration Expenses in connection with such registration, regardless of whether such registration is effected. The Company shall give written notice to the Holders of Registrable Securities registered under or pursuant to any Shelf Registration Statement within three (3) Business Days with respect to its declaration of a Blackout Period and of the expiration of the relevant Blackout Period (a “Blackout Notice”); provided, that the Company shall not be required to deliver any Blackout Notice to the extent that the Blackout Event and/or Blackout Period is set forth in the Company’s trading policies. If the filing of an Underwritten Shelf Takedown is delayed pursuant to this Section 1(f), once the Blackout Period ends, the Strategic Partners may request a new Underwritten Shelf Takedown (and such request shall not be counted as an additional Underwritten Shelf Takedown for purposes of either Section 1(c)(i) or Section 1(c)(i)). The Company shall not include any material non- public information in the Blackout Notice and/or otherwise provide such information to a Holder unless specifically requested by a Holder in writing. A Holder shall not effect any sales of the Registrable Securities pursuant to a Registration Statement at any time after it has received a Blackout Notice and prior to receipt of an End of Blackout Notice; provided, that the blackout periods shall not prevent Holders from selling in reliance on Rule 144 or on a private basis (subject to applicable law). Holders may recommence effecting sales of the Registrable Securities pursuant to a Registration Statement following further written notice from the Company to such effect (an “End of Blackout Notice”), which End of Blackout Notice shall be given by the Company to the Holders with Registrable Securities included on any suspended Registration Statement and counsel to the Holders, if any, promptly (but in no event later than two (2) Business Days) following the conclusion of any Blackout Event; and following delivery of the End of Blackout Notice, the Company shall use commercially reasonable efforts to lift any and all suspensions on the sale of Registrable Securities that were in place during the blackout period and resume all trading activities in accordance with applicable laws and regulations. Notwithstanding any provision herein to the contrary, if the Company gives a Blackout Notice with respect to any Registration Statement pursuant to this Section 1(f), the Company agrees that it shall (i) extend the period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Blackout Notice to and including the date of receipt by the Holders of the End of Blackout Notice; and (ii) promptly provide copies of any supplemented or amended prospectus necessary to resume sales, if requested by any Holder; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement. The Company shall also use good faith efforts, including commercially reasonable efforts, to minimize the scope and duration of any Blackout Period and shall take such actions as are reasonably necessary to terminate any Blackout Period as promptly as practicable.

(g)Required Information. The Company may require each Holder of Registrable Securities as to which any Registration Statement is being filed or sale is being effected to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing

(provided that such information shall be used only in connection with such registration), and the Company may exclude from such registration or sale the Registrable Securities of any such Holder who fails to furnish such information within a reasonable time after receiving such request or who does not consent to the inclusion in a Registration Statement or Prospectus related to such registration or sale of such information related to such Holder that is required by the rules and regulations of the SEC. Each Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(h)Other Registration Rights Agreements. The Company represents and warrants to each Holder that, as of the date of this Agreement, it has not entered into any agreement with respect to any of its securities granting any registration rights to any Person with respect to the Registrable Securities. The Company will not enter into on or after the date of this Agreement, unless this Agreement is modified or waived as provided in Section 13(c), any agreement (x) that is inconsistent with the rights granted to the Holders with respect to Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof in any material respect, or (y) the terms of which (i) are more favorable taken as a whole than the registration rights granted hereunder, or (ii) do not provide that in the event of a Piggyback Offering, Registrable Securities proposed to be offered by Holders pursuant to a Piggyback Request shall have priority over securities proposed to be offered by any other Person exercising piggyback rights.

2.Registration Procedures. If and whenever registration of Registrable Securities is required pursuant to this Agreement, subject to the express terms and conditions set forth in this Agreement, the procedures to be followed by the Company and each participating Holder to register the sale of Registrable Securities pursuant to a Registration Statement, and the respective rights and obligations of the Company and such Holders with respect to the preparation, filing and effectiveness of such Shelf Registration Statement, including in each case the offering of Registrable Securities on a delayed or continuous basis pursuant to a Registration Statement (and including in connection with a Piggyback Offering), are as follows:

(a)The Company shall (i) prepare and file a Registration Statement or a prospectus supplement, as applicable, with the SEC (within the time periods specified herein, which Registration Statement (A) shall, unless otherwise specified herein, be on a form selected by the Company for which the Company qualifies, (B) shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution, and (C) shall comply as to form in all material respects with the requirements of the applicable form and include and/or incorporate by reference all financial statements required by the SEC to be filed therewith, and (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the periods provided hereunder. The Company will (I) at least five (5) Business Days (or such shorter period as shall be reasonably practicable or necessary under the circumstances, including in order to timely complete an Underwritten Shelf Takedown or Alternative Transaction) prior to the anticipated filing of any Shelf Registration Statement, or any related Prospectus or any amendment or supplement thereto, or before using any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act), furnish to any Holder named as a selling shareholder (or selling shareholders) therein, the Holder Counsel, and the managing underwriter or underwriters (selected as provided herein) of an underwritten Public Offering of Registrable Securities, if applicable, copies of all such documents proposed to be filed (subject in each case to such foregoing Persons entering into a customary confidentiality agreement with respect thereto if requested by the Company), (II) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as any of the foregoing Persons reasonably shall propose and (III) not include in any Registration Statement or any related Prospectus or any amendment or supplement thereto information regarding a participating Holder to which a participating Holder reasonably objects; provided, however, the Company shall not be required to provide copies of any amendment or supplement filed solely to incorporate in any Form F-1 (or other form not providing for incorporation by reference) any filing by the Company under the Exchange Act or any amendment or supplement filed for the purpose of adding additional selling shareholders thereunder.

(b)The Company shall (A) provide the Holder Counsel copies of all substantive correspondence from the SEC received in connection with a Registration Statement as promptly as reasonably practicable following receipt, (B) respond to written comments received from the SEC upon a review of a Registration Statement in a timely manner, (C) prepare in good faith and promptly file any response letter to the SEC and any amendment necessary to respond to such written comments and (D) prior to such filing, furnish to the Holder Counsel (and, upon request and subject to customary confidentiality provisions, the Holders) a draft of such letter and amendment at least two (2) Business Days prior to such filing, which letter and amendment shall be subject to the reasonable review and comment of such counsel, and the Company shall consider all reasonable comments of the Holder Counsel received at least one (1) Business Day prior to such filing in good faith. Subject to Section 2(dd) below, the Company shall not be obligated to, and will not, share with Holders draft exhibits to any filings, and will omit from the draft filings shared with such Holders, disclosure regarding arrangements subject to confidentiality provisions, including any contracts between the Company and the Strategic Partners or

their Affiliates that has not been previously publicly disclosed (the “Confidential Arrangements”), prior to receiving written consent from the relevant counterparty for such disclosure to Holders, and the Company agrees to use commercially reasonable efforts to either (i) redact the relevant confidential information in compliance with applicable SEC rules prior to filing, or (ii) apply for and obtain confidential treatment from the SEC in respect of such exhibits, it being understood that (1) a filing or furnishing of such arrangements or contracts with the SEC shall be permitted by this provision, at such times and in such manner as deemed reasonably necessary by the Company in good faith in connection with the registration process for such Registration Statement pursuant to this Agreement, and (2) neither the application for confidential treatment or the process of obtaining written consent from the relevant counterparty shall extend, waive or delay the filing date or any obligation of the Company under this Agreement to obtain effectiveness of any Registration Statement hereunder.

(c)The Company will as promptly as reasonably practicable (i) prepare and file with the SEC such amendments, including post-effective amendments, and supplements to each Registration Statement and the prospectus used in connection therewith as (A) may be reasonably requested by any Holder of Registrable Securities covered by such Registration Statement necessary to permit such Holder to sell in accordance with its intended method of distribution, to the extent such intended method of distribution is substantially consistent with Exhibit C hereto, or (B) may be necessary under applicable law to keep such Registration Statement continuously effective with respect to the disposition of all Registrable Securities covered thereby for the periods provided herein, in accordance with the intended method of distribution.

(d)The Company will make all required filing fee payments in respect of any Registration Statement or prospectus used under this Agreement (and any Public Offering covered thereby) within the deadlines specified by the Securities Act.

(e)The Company will notify each Holder of Registrable Securities named as a selling shareholder in any Registration Statement and the managing underwriter or underwriters of an underwritten Public Offering of Registrable Securities, if applicable, (i) as promptly as reasonably practicable when any Registration Statement or post-effective amendment thereto has been declared effective; (ii) of the issuance or threatened issuance by the SEC or any other governmental or regulatory authority of any stop order, injunction or other order or requirement suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; or (iv) of the discovery that, or upon the happening of any event the result of which, such Registration Statement or prospectus or issuer free writing prospectus relating thereto or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement in any material respect or omits any material fact necessary to make the statements in the Registration Statement or the prospectus or issuer free writing prospectus relating thereto (in the case of a prospectus or issuer free writing prospectus, in light of the circumstances under which they were made) not misleading, or when any issuer free writing prospectus includes information that may conflict with the information contained in the Registration Statement or prospectus, or if, for any other reason, it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act, correct such misstatement or omission or effect such compliance.

(f)Upon the occurrence of any event contemplated by Section 2(e)(iv), as promptly as reasonably practicable, the Company will (x) prepare a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference or to the applicable issuer free writing prospectus, (y) furnish, if requested, a reasonable number of copies of such supplement or amendment to the selling Holders, their counsel and the managing underwriter or underwriters of an underwritten Public Offering of Registrable Securities, if applicable, and (z) file such supplement, amendment and any other required document with the SEC so that, as thereafter delivered to the purchasers of any Registrable Securities, such Registration Statement, such prospectus or issuer free writing prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or issuer free writing prospectus, in light of the circumstances under which they were made) not misleading, and such issuer free writing prospectus shall not include information that conflicts with information contained in the Registration Statement or prospectus, in each case such that each selling Holder can resume disposition of such Registrable Securities covered by such Registration Statement or prospectus. Following receipt of notice of any event contemplated by clauses 2(e)(ii)- (iv), a Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement and shall not resume sales until such time as it has received written notice from the Company to such effect. The Company shall provide any supplemented or amended prospectus necessary to resume sales, if requested in writing by any Holder.

(g)The Company will use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any stop order or other order suspending the effectiveness of a Registration Statement or the use of any prospectus filed pursuant to this Agreement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as promptly as practicable, or if any such order or suspension is made effective during any Blackout Period, as promptly as practicable after the Blackout Period is over.

(h)The Company shall promptly furnish to the Holders such number of copies of such Shelf Registration Statement, each amendment and supplement thereto, the prospectus included in such Shelf Registration Statement and such other documents as the Holders may request in writing;

(i)The Company will promptly deliver to each selling Holder and the managing underwriter or underwriters of an underwritten Public Offering of Registrable Securities, if applicable, without charge, as many copies of the applicable Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any issuer free writing prospectus)), all exhibits and other documents filed therewith and such other documents as such selling Holder or underwriter may reasonably request in writing in order to facilitate the disposition of the Registrable Securities by such selling Holder or underwriter, and upon request, a copy of any and all transmittal letters or other correspondence to or received from the SEC or any other governmental authority relating to such offer. Subject to Section 1(g) hereof, the Company consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders and any applicable underwriter in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(j)The Company will (i) register or qualify the Registrable Securities covered by a Registration Statement, no later than the time such Registration Statement is declared effective by the SEC, under all applicable securities laws (including the “blue sky” laws) of such jurisdictions each underwriter, if any, or any selling Holder shall reasonably request in writing; (ii) keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective under the terms of this Agreement; and (iii) do any and all other acts and things which may be reasonably necessary or advisable to enable such underwriter, if any, and each selling Holder to consummate the disposition in each such jurisdiction of the Registrable Securities covered by such Registration Statement; provided, however, that the Company will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (y) subject itself to taxation in any such jurisdiction, or (z) consent to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction.

(k)The Company will cooperate with the Holders and the underwriter or managing underwriter of an underwritten Public Offering of Registrable Securities, if any, to facilitate the timely preparation and delivery of certificates or book-entry statements representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates or book-entry statements shall be free of all restrictive legends, indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders or the underwriter or managing underwriter of an underwritten Public Offering, as applicable, may reasonably request in writing and instruct any transfer agent and registrar of Registrable Securities, if any, to do the same. In connection therewith, if required by the Company’s transfer agent, the Company will promptly, after the effective date of the Registration Statement, cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with such transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without any such legend upon the sale by any Holder or the underwriter or managing underwriter of an underwritten Public Offering of Registrable Securities, if any, of such Registrable Securities under the Registration Statement and to release any stop transfer orders in respect thereof. At the written request of any Holder or the managing underwriter, if any, the Company will promptly deliver or cause to be delivered an opinion or instructions to the transfer agent in order to allow the Registrable Securities to be sold from time to time free of all restrictive legends.

(l)The right of any Holder to include such Holder’s Registrable Securities in an underwritten offering shall be conditioned upon (x) such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein, (y) such Holder entering into customary agreements, including an underwriting agreement in customary form, and offering to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders entitled

to select the managing underwriter or managing underwriter(s) hereunder (provided that (I) any such Holder shall not be required to make any representations or warranties to the Company or the underwriters (other than (A) representations and warranties regarding (1) such Holder’s ownership of its Registrable Securities to be sold or transferred, (2) such Holder’s power and authority to effect such transfer, (3) such matters pertaining to compliance by such Holder with securities laws as may be reasonably requested by the Company or the underwriters, (4) the accuracy of information concerning such Holder as provided by or on behalf of such Holder, and (5) any other representations required to be made by the Holder under applicable law, and (B) such other representations, warranties and other provisions relating to such Holder’s participation in such Public Offering as may be reasonably requested by the underwriters and mutually agreed on by the underwriters and such Holder) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 6(b) hereof, or to the underwriters with respect thereto, except to the extent of the indemnification being given to the underwriters and their controlling Persons in Section 6(b) hereof and (II) and the aggregate amount of the liability of such Holder in connection with such offering shall not exceed such Holder’s net proceeds from the disposition of such Holder’s Registrable Securities in such offering) and (z) such Holder completing and executing all questionnaires, powers of attorney, custody agreements and other documents reasonably required under the terms of such underwriting arrangements or by the Company in connection with such underwritten Public Offering.

(m)The Company agrees with each Holder that, in connection with any underwritten Public Offering (including an Underwritten Shelf Takedown), the Company shall enter into and perform under such customary agreements (including underwriting agreements in customary form, including customary representations and warranties and provisions with respect to indemnification and contribution) and take all such other actions as the Holders of a Majority of Included Registrable Securities being sold, or the underwriters, reasonably request in writing in order to expedite or facilitate the disposition of such Registrable Securities and provide reasonable cooperation, including causing appropriate officers to attend and participate in road shows and analyst or investor presentations and such other selling or other informational meetings organized by the underwriters, if any (taking into account the needs of the Company’s businesses and the responsibilities of such officers with respect thereto); conducting marketing days in connection with any Bought Deal; making appropriate members of senior management reasonably available, upon reasonable advance notice, for a customary due diligence conference call; causing at least one member of senior management to participate in one investor meeting (which may be a group or one-on-one meeting) and cooperation with respect to due diligence. Further, the Company shall use commercially reasonable efforts to coordinate and align the timing and content of any supplements, notices, and election windows in consultation with the managing underwriter(s). The Company and its management shall not be required to participate in any marketing effort that lasts longer than five (5) Business Days for any single underwritten Public Offering.

(n)The Company will use commercially reasonable efforts to obtain for delivery to the underwriter or underwriters of an underwritten Public Offering of Registrable Securities (i) a signed counterpart of one or more comfort letters from independent public accountants of the Company in customary form and covering such matters of the type customarily covered by comfort letters and (ii) an opinion or opinions (including a negative assurance letter) from counsel for the Company (including any local counsel reasonably requested by the underwriters) dated the date of the closing under the underwriting agreement, in customary form, scope and substance, covering the matters customarily covered in opinions requested in sales of securities in an underwritten Public Offering, which opinions shall be reasonably satisfactory to such underwriters and their counsel.

(o)The Company will (i) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement and provide and enter into any reasonable agreements with a custodian for the Registrable Securities and (ii) no later than the effective date of the applicable Registration Statement, provide a CUSIP and ISIN number for all Registrable Securities (including, for the avoidance of doubt, for ADS).

(p)The Company shall negotiate in good faith such customary agreements and use its commercially reasonable efforts to take such other actions as the Holders reasonably request in order to expedite or facilitate the disposition of Registrable Securities.

(q)The Company will cooperate with each Holder of Registrable Securities and each underwriter or agent, if any, participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA.

(r)The Company will, upon reasonable notice and at reasonable times during normal business hours, make available for inspection by a representative appointed by the Holders of a Majority of Included Registrable Securities, counsel selected by such Holders in accordance with this agreement, any underwriter participating in

any disposition pursuant to such registration, as applicable, and any other attorney or accountant retained by such underwriter, all financial and other records and pertinent corporate documents of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement (including in connection with an Underwritten Shelf Takedown), as applicable, and make themselves available at mutually convenient times to discuss the business of the Company and other matters reasonably requested by any such Holders, sellers, underwriter or agent thereof in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility, as applicable (any information provided under this Section 2(r), “Due Diligence Information”), subject in each case to the foregoing persons entering into customary confidentiality and non-use agreements with respect to any confidential information of the Company; provided that, subject to Section 2(dd) below, the Confidential Arrangements shall not constitute Due Diligence Information. The Company shall not provide any Due Diligence Information to a Holder unless such Holder explicitly requests such Due Diligence Information in writing.

(s)The Company will comply with all applicable rules and regulations of the SEC, the Trading Market, FINRA and any state securities authority, and make generally available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Shelf Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

(t)The Company will ensure that any issuer free writing prospectus utilized in connection with any prospectus complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, and is retained in accordance with the Securities Act to the extent required thereby.

(u)Following the listing of the ADS and Common Shares in accordance with the requirements of the Plan or otherwise, the Company will use commercially reasonable efforts to cause the Registrable Securities of the same class, to the extent any further action is required, to be similarly listed and to maintain such listing until such time as the securities cease to constitute Registrable Securities.

(v)The Company shall hold in confidence and not use or make any disclosure of information concerning a Holder provided to the Company without such Holder’s consent, unless the Company reasonably determines (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement known to the Company. The Company agrees that it shall, upon learning that disclosure of such information concerning a Holder is sought in or by a court or governmental body of competent jurisdiction or through other means or otherwise determining that any such disclosure is required under the foregoing clauses (i) through (iii), to the extent permitted by applicable law, give prompt written notice to such Holder and cooperate with such Holder, at the Holder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(w)The Company agrees that nothing in this Agreement shall prohibit the Holders, at any time and from time to time, from selling or otherwise transferring Registrable Securities pursuant to a private placement or other transaction which is not registered pursuant to the Securities Act.

(x)The Company shall cooperate with the transfer of Registrable Securities in accordance with applicable law and contractual restrictions, including with respect to de-legending and the provision of customary legal opinions and other customary assistance.

(y)The Company shall cooperate with respect to the Holders’ disposition of Registrable Securities in the United States, which may include any method of disposition permitted by applicable Law (including underwritten offerings; Bought Deals; and Alternative Transactions), including by conducting road shows in connection with any underwritten offering, conducting marketing days in connection with any Bought Deals or Alternative Transactions, entering into customary agreements with counterparties and cooperation with respect to due diligence, the provision of customary certificates, opinions and comfort letters.

(z)In the case of an Underwritten Shelf Takedown requested by the Holders pursuant to this Agreement, the price, underwriting discount and other financial terms of the related underwriting agreement for the Registrable

Securities shall be determined by the Holders of a Majority of Included Registrable Securities to be included in such underwritten Public Offering.

(aa)Notwithstanding anything to the contrary in this Agreement, any Holder may make a written election (an “Opt-Out Election”) to no longer receive from the Company any Shelf Takedown Notice or Piggyback Notice (each, a “Covered Notice”), and, following receipt of such Opt-Out Election, the Company shall not be required to, and shall not, deliver any such Covered Notice to such Holder from the date of receipt of such Opt-Out Election and such Holder shall have no right to participate in any Registration Statement or Public Offering as to which such Covered Notices pertain. An Opt-Out Election shall remain in effect until it has been revoked in writing and received by the Company. A Holder who previously has given the Company an Opt-Out Election may revoke such election at any time in writing, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Elections.

(ab)Each Holder shall promptly notify the Company of the happening of any event actually known to such Holder as a result of which any information set forth in a Registration Statement furnished by such Holder contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading.

(ac)Without limiting the provisions of Section 2(y), to the extent reasonably required to complete an Alternative Transaction covered by a Registration Statement, the Company shall, with respect to such Alternative Transaction, (A) use commercially reasonable efforts to cooperate with the Holders and other relevant parties to such Alternative Transaction to effectuate such Alternative Transaction as promptly as practicable and (B) without limiting the generality of the foregoing clause (A), comply with the procedures and requirements contained in this Section 2 that are applicable to an “underwritten Public Offering,” “Underwritten Shelf Takedown,” as if such Alternative Transaction were an “underwritten Public Offering,” “Underwritten Shelf Takedown”, to the extent customary for such Alternative Transaction, with references to “underwriters” being read to include the counterparties to such Alternative Transaction (whether or not they would be deemed underwriters for purposes of the securities laws).

(ad)If there are Confidential Arrangements, the Company will promptly take such action with respect to such Confidential Arrangements as may be reasonably requested by any person that may be deemed to be an underwriter under Section 11(a) of the Securities Act in order to establish that such person has conducted a reasonable investigation under Section 11(b)(3) of the Securities Act, for purposes of establishing a defense to liability under Section 11 of the Securities Act. Such action may include providing professional representatives of such person access to such Confidential Arrangements, provided that such professional representatives agree to maintain such Confidential Arrangements in confidence, not to disclose such Confidential Arrangements to any Holder or any other person and not to use such Confidential Arrangements for any purpose other than for establishing the reasonable investigation defense under Section 11(b)(3) of the Securities Act.

3. Expenses. Except as otherwise contained herein, the Company shall bear all reasonable Registration Expenses incident to the Parties’ performance of or compliance with this Agreement or otherwise in connection with any Shelf Registration, Shelf Takedown Request or Piggyback Registration (excluding any Selling Expenses), whether or not any Registrable Securities are sold pursuant to a registration statement. In addition, notwithstanding anything to the contrary herein, but without duplication of the immediately preceding sentence, the Company shall pay the reasonable and documented fees and disbursements of one counsel (along with one local counsel, to the extent reasonably necessary, for any applicable jurisdiction) representing all Holders participating in the Shelf Registration, Shelf Takedown Request or Piggyback Registration, as the case may be, selected by the participating Holders (but excluding, for the avoidance of doubt, any applicable selling fees or underwriting discounts).

“Registration Expenses” shall include, without limitation, (i) all registration, qualification and filing fees and expenses (including fees and expenses (A) of the SEC or FINRA, (B) incurred in connection with the listing of the Registrable Securities (in the form of ADSs) on the highest listing segment within either the New York Stock Exchange or Nasdaq Stock Market for which the Company qualifies (a “Principal Exchange”) or, if listing on such exchanges is not possible, then on an Alternative Securities Exchange, and (C) in compliance with applicable state securities or “blue sky” laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities as may be set forth in any underwriting agreement)); (ii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto (including expenses of printing certificates for the Registrable Securities and printing prospectuses); (iii) analyst or investor presentation or road show expenses of the Company; (iv) messenger, telephone and delivery expenses; (v) reasonable fees and disbursements of counsel (including any local

counsel), auditors and accountants for the Company (including the expenses incurred in connection with “comfort letters” required by or incident to such performance and compliance); (vi) all fees and disbursements of underwriters to the extent customarily paid by issuers or sellers of securities (including, if applicable, the fees and expenses of any “qualified independent underwriter” (and its counsel)) that is required to be retained in accordance with the rules and regulations of FINRA and the other reasonable fees and disbursements of underwriters (including reasonable fees and disbursements of counsel for the underwriters) in connection with any FINRA qualification; (vii) fees and expenses of any special experts retained by the Company; (viii) Securities Act liability insurance, if the Company so desires such insurance; (ix) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies; (x) internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties); (xi) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering. In addition, the Company shall be responsible for all of its expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including expenses payable to third parties and including all salaries and expenses of the Company’s officers and employees performing legal or accounting duties), the expense of any annual audit and any underwriting fees, discounts, selling commissions and stock transfer taxes and related legal and other fees applicable to securities sold by the Company and in respect of which proceeds are received by the Company. Each Holder shall pay any Selling Expenses applicable to the offer, sale or disposition of such Holder’s Registrable Securities pursuant to any Piggyback Offering, or pursuant to any Shelf Registration Statement under which such selling Holder’s Registrable Securities were sold, and in any other fees and expenses not constituting Registration Expenses in proportion to the amount of such selling Holder’s shares of Registrable Securities sold in any offering under such Piggyback Offering or Shelf Registration Statement.

“Selling Expenses” shall mean, collectively, any selling commissions, discounts or brokerage fees relating to the sale by a Holder of Registrable Securities pursuant to the Shelf Registration Statement, or a Piggyback Registration.

4. Lock-Up.

(a)Holder Lock-Up. In connection with a Re-IPO requested by Requisite Holders, each of the Strategic Partners and each Holder participating as selling shareholder in the Re-IPO that together with its Affiliates beneficially owns more than one percent (1%) of the then-outstanding Common Shares and ADS (on a Common Share-equivalent basis) and, if requested in writing by the managing underwriter(s) of the Re-IPO, each non-participating Holder that together with its Affiliates beneficially owns more than one percent (1%) of the then-outstanding Common Shares and ADS (on a Common Share-equivalent basis) (“Non-Participating Holders”) shall enter into a customary lock-up agreement with the managing underwriter(s) of such Re-IPO, as reasonably requested by the managing underwriter(s) for a period of no more than ninety (90) days (or such shorter period as may be acceptable to the managing underwriter(s)) following the date of the final prospectus for the Re-IPO (a “Lock-Up Agreement”); provided that all executive officers and directors of the Company agree to substantially similar Lock-Up Agreements on no more favorable terms; provided, further, that with respect to Non-Participating Holders, such lock-up provisions shall not restrict the ability of Non-Participating Holders to pledge Common Shares and ADS as collateral pursuant to any financing arrangements, including margin loans, but excluding financings where the principal purpose is to dispose of the Common Shares or ADS, so long as such pledgees agree to be bound by the restrictions set forth in this Section 4; provided, further, that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 4; provided, further, that the foregoing provisions shall only be applicable to the Holders if all shareholders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis; and provided, further that holders of Registrable Securities participating in the Re-IPO as selling shareholder, such holder must sign a lock-up agreement if requested, even if such holder beneficially owns less than 1% of the outstanding Common Shares and ADS (on a Common Share-equivalent basis). In connection with other underwritten Public Offerings, each Holder of Registrable Securities participating in such underwritten Public Offerings as selling shareholder, together with its Affiliates, and each of the Strategic Partners shall enter into a customary lock-up agreement with the managing underwriter(s), as reasonably requested by the managing underwriter(s), for a period of no more than ninety (90) days (or such shorter period as may be acceptable to the managing underwriter(s))

following the date of the final prospectus for such public offering; subject to the Company and Company’s executive officers and directors agreeing to similar lock-up arrangements on no more favorable terms.

(b)Lock-Up Agreements. Except as otherwise set forth herein, including in Section 4(a) the Lock-Up Agreement shall provide that, unless the underwriters managing such underwritten Public Offering otherwise agree in writing, and provided that the Company and all executive officers and directors of the Company are bound by and have entered into substantially similar Lock-Up Agreements, on no more favorable terms, such Holder shall not (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any Capital Stock of the Company (including Capital Stock of the Company that may be deemed to be owned beneficially by such Holder in accordance with the rules and regulations of the SEC) (collectively, “Equity Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Equity Securities, whether such transaction is to be settled by delivery of such Equity Securities, in cash or otherwise, in each case commencing on the date requested by the managing underwriter(s) (which shall be no earlier than seven (7) days prior to the anticipated “pricing” date for such Public Offering) and continuing to the date that is reasonably requested by the managing underwriter(s) and is not later than ninety (90) days following the date of the final prospectus for such Public Offering (or such shorter period as may be acceptable to the managing underwriter(s)) (a “Holdback Period”). Any lock-up agreement entered into by Holders shall be subject to terms and conditions no less favorable than those which apply to the Company’s directors, officers, and Significant Shareholders to the extent subject to a lock-up agreement. In the event that the Company or managing underwriter(s) agree to release or waive any lock-up restrictions for any other signatory of Lock-Up Agreement prior to the expiration of any Holdback Period, the Company shall promptly notify the Holders, each of which shall be entitled to the same release or waiver on a pro rata basis, subject to no less favorable terms and conditions accorded to such signatory.

(c)Notwithstanding anything to the contrary herein, no Holder (other than a Strategic Partner) shall be required to enter into any Lock-Up Agreement in connection with any underwritten Public Offering or otherwise be subject to any lock-up obligation after the earliest of (i) the ADS Listing, (ii) the end of the lock-up period in connection with a Re-IPO requested by Requisite Holders, or (iii) the expiration of the one (1)-year period for Holders to demand a Re-IPO, except if such Holder is selling Registrable Securities in such underwritten Public Offering.

(d)Company Lock-Up. In connection with any underwritten Public Offering, and upon the reasonable request of the managing underwriter(s), the Company shall: (i) agree to customary lock-up provisions applicable to the Company in an underwriting agreement as reasonably requested by the managing underwriter(s) during any lockup period; and (ii) cause each of its executive officers and directors to enter into Lock-Up Agreements, in each case, in customary form and substance, and with exceptions that are customary, for an underwritten Public Offering of such type and size, provided, that the lock-up provisions applicable to the Company shall not be on any more favorable terms than the lock-up provisions applicable to Holders pursuant to their Lock-Up Agreements.

5. Holders’ Obligations.

(a)Each Holder covenants and agrees that, in the event the Company informs such Holder in writing that it does not satisfy the conditions specified in Rule 172 under the Securities Act and, as a result thereof, such Holder is required to deliver a prospectus in connection with any disposition of Registrable Securities, it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Shelf Registration Statement, and shall sell the Registrable Securities only in accordance with a method of distribution described in the Shelf Registration Statement.

(b)Each Holder shall provide written notice to the Company as soon as practicable, and in any case within five (5) Business Days, once it ceases to own any Registrable Securities because of one or more transfers or other dispositions pursuant to clause (i) or (ii) of the definition of Registrable Securities. The Company shall not disclose any information regarding the Holders’ holdings of Registrable Securities communicated to the Company in accordance with this Section 5(b) to any other Persons, other than its counsel.

(c)Each Holder agrees that it will not prepare or have prepared on its behalf or used or refer to, any issuer free writing prospectus without the prior written consent of the Company and, in connection with any underwritten Public Offering, the underwriters.

6. Indemnification.

(a)The Company agrees to indemnify, defend and hold harmless each Holder, its partners, shareholders, equity holders, managers, members, investment managers, investment advisors, and Affiliates, and each of their respective officers and directors and each Person who controls such Holder (within the meaning of Section 15 the Securities Act or Section 20 of the Exchange Act) and any agent, employee, attorney or representative thereof (collectively, “Holder Indemnified Persons”), and any underwriter or any Person that would be deemed to be an underwriter under Section 11 of the Securities Act in connection with an Alternative Transaction that facilitates the sale of the Registrable Securities and any Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter or other such Person and any agent, employee, attorney or Representative thereof (collectively, “Underwriter Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation and investigation and reasonable attorneys’, accountants’ and experts’ fees, whether or not the Indemnified Person (as defined below) is a party to any proceeding), and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act, the Exchange Act, any other law, including any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (collectively, “Losses”), insofar as such Losses (or actions in respect thereof) incurred, arising out of, based upon, resulting from or relating to (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement under which any Registrable Securities were registered, any Prospectus, road show or any issuer free writing prospectus prepared by or on behalf of the Company, prospectus, or any amendment thereof or supplement thereto or in any documents incorporated by reference in any of the foregoing or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary in the case of any Prospectus, issuer free writing prospectus or road show, in light of the circumstances under which they were made, to make the statements therein not misleading, or (ii) any violation or alleged violation by the Company or any of its Subsidiaries of any federal, state or common law rule or regulation, relating to action or inaction in connection with any Company-provided information in such registration, disclosure document or related document or report, and the Company will reimburse such Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such proceeding; provided, however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that such claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, any free writing prospectus prepared by or on behalf of the Company, prospectus, or any amendment thereof or supplement thereto, or road shows, summary or final prospectuses, or any documents incorporated by reference into such, or any omission or alleged omission of a material fact made in such Registration Statement, such Prospectus or issuer free writing prospectus, in reliance upon and in conformity with the Selling Shareholder Information furnished to the Company by or on behalf of such Holder in writing expressly for use therein.

(b)In connection with any Registration Statement filed by the Company pursuant to Section 1 hereof in which a Holder has registered for sale its Registrable Securities, each such Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, its officers, directors, partners, managers, members, investment managers, employees, agents and representatives and each Person who controls the Company (within the meaning of Section 15 the Securities Act and Section 20 of the Exchange Act) (such persons together with Holder Indemnified Persons and the Underwriter Indemnified Persons, collectively “Indemnified Persons”), to the fullest extent permitted by applicable law, from and against Losses, insofar as such Losses, arise out of or are based upon any untrue or alleged untrue statement of material fact contained in the Shelf Registration Statement, any free writing prospectus prepared by or on behalf of the Company, prospectus, or any amendment thereof or supplement thereto, or road shows, summary or final prospectuses, or any documents incorporated by reference into such or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission was made in reliance upon and in conformity with any Selling Shareholder Information provided by such Holder or a representative of such Holder in writing expressly for use therein; provided that (i) each Holder shall be liable for only up to the amount of net proceeds actually received by such Holder (after deducting Selling Expenses) as a result of the sale of Registrable Securities pursuant to the Registration Statement giving rise to such indemnification obligation; provided further that (ii) no Holder shall be liable to any such Indemnified Person in any such case to the extent that such claim is related to (A) Selling Shareholder Information after such Selling Shareholder provided an update to such Selling Shareholder Information to the Company (1) up to one (1) Business Day prior to the date on which the Company requested that the Registration Statement be declared effective by the SEC and the Company did not revise the Registration Statement with such updated Selling Shareholder Information through filing a pre-effective amendment with the SEC or otherwise correcting such information in the Registration Statement before it was declared effective, or (2) after the Registration Statement became effective and the Company did not use commercially reasonable efforts to

file an amendment or other supplement to the Registration Statement with the SEC that would incorporate such updated Selling Shareholder Information; (B) Selling Shareholder Information after the Selling Shareholder provided the notice contemplated by Section 2(bb); and (C) the use by the Company of an outdated or defective prospectus to sell the Registrable Securities. No Holder shall be liable for indemnification or contribution with respect to any information provided by an underwriter or counterparty to an Alternative Transaction for inclusion in the Registration Statement.

(c)Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the Person from whom indemnity is sought (the “Indemnifying Party”) of any claim with respect to which it seeks indemnification (provided that any delay or failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party) and (ii) unless, in the Indemnified Person’s reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such Indemnifying Party to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Person. After written notice from the Indemnifying Party to the Indemnified Person of its election to assume the defense of such claim, the Indemnifying Party shall not be subject to any liability for any settlement subsequently made by the Indemnified Person without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). With respect to any such claim, any Indemnified Person shall have the right to retain its own counsel and participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (1) the Indemnifying Party and the Indemnified Person shall have mutually agreed to the retention of such counsel and the payment of fees by the Indemnifying Party or (2) in the reasonable judgment of such Indemnified Person (A) representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (B) there would be rights or defenses that would be available to such Indemnified Person that are not available to the Indemnifying Party, in which case of (1) or (2), the Indemnifying Party shall be obligated to pay the fees and expenses of such separate counsel; provided that the Indemnifying Party shall not be obligated to pay the fees and expenses of more than one counsel (in addition to one local legal counsel) for all Indemnified Persons by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of an Indemnified Person, based upon advice of its counsel, a conflict of interest may exist between such Indemnified Person and any other of such Indemnified Persons with respect to such claim, in which case the Indemnifying Party shall be liable for the fees and expenses of one additional counsel (in addition to one local legal counsel in each applicable jurisdiction) with respect to each Indemnified Person having such conflict of interest. The Indemnifying Party shall keep the Indemnified Persons reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect to such claim. No Indemnifying Party shall, without the prior written consent of an Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a full and unconditional release from all liability with respect to such claim and does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of any such Indemnified Person.

(d)The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Person or any officer, director, partner, manager, member, investment manager, employee, agent, representative or controlling Person of such Indemnified Person and shall survive the transfer of Registrable Securities. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Person against the Indemnifying Party or others, and (ii) any liabilities to which the Indemnifying Party may be subject pursuant to the law.

(e)If the indemnification provided for in this Section 6 is unavailable to or is insufficient to hold harmless an Indemnified Person under the provisions above in respect to any losses, claims, damages or liabilities referred to therein, then each applicable Indemnifying Party agrees to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) to which such Indemnifying Party may be subject in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and the Indemnified Person, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party, on the one hand, or the Indemnified Person, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined by pro rata allocation (even if the Holders holding Registrable Securities or any agents or underwriters or all of them were treated as a single entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6(e). The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred

to above in this Section 6(e) shall be deemed to include any reasonable legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(e), (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation, and (ii) contribution by each Holder shall be limited in amount to the net amount of proceeds actually received by such Holder from the sale of Registrable Securities pursuant to the applicable Shelf Registration Statement, less the amount of any damages that such Holder has otherwise been required to pay in connection with such sale pursuant to this Agreement. For purposes of Section 6(e), each Person who controls any Holder, agent or underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each director, officer, employee and agent of any such Holder, agent or underwriter, shall have the same rights to contribution as such Holder, agent or underwriter, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each officer and director of the Company shall have the same rights to contribution as the Company subject in each case to the applicable terms and conditions of this Section 6(e).

(f)The provisions of this Section 6 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling Persons referred to in this Section 6 hereof, and will survive the transfer of Registrable Securities.

(g)The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

7. Reporting Requirements.

(a)With a view to making available to the Holders the benefits of Rule 144 under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration (“Rule 144”), at all times during which there are Registrable Securities outstanding the Company agrees to:

(i)whether or not required by the rules and regulations of the SEC and notwithstanding anything to the contrary herein, make and keep “current public information” (within the meaning of Rule 144(c)(1)) available;

(ii)furnish to the Holders so long as the Holders own Registrable Securities, promptly upon request, a written statement by the Company that it has complied with all conditions set forth in Rule 144(c)(1), including that (i) it has filed all reports required under section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months and has been subject to such filing requirements for the past 90 days, and (ii) it has submitted electronically every Interactive Data File (as defined in Regulation S-T) required to be submitted pursuant to Regulation S-T Rule 405 during the preceding 12 months; and

(iii)in the event that the Company is neither subject to section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, furnish to the Holders the information set forth under Section 4(d)(3) of the Securities Act.

(b)The Company shall comply with customary English-language reporting requirements under the Exchange Act (including reporting as required pursuant to Form 6-K and annual reporting on Form 20-F), including for purposes of maintaining eligibility under the current public information requirements under Rule 144, and shall file a Form 6-K promptly after the earlier of (A) the date on which any vote of Company shareholders is announced in Brazil and (B) the date materials are distributed in respect of any such vote, announcing such vote and/or making available such materials, as applicable.

(c)The Company shall publish customary quarterly and annual earnings releases in English and conduct customary quarterly and annual earnings calls in English within five (5) Business Days of the date on which quarterly or annual results are first reported in an earnings release.

8. ADS Program.

(a)Until the later of (x) the Sunset Date (excluding Registrable Securities held by Strategic Partners) and (y) the time that the ADS represent five percent (5%) or less of the outstanding Common Shares (on a Common Share-

equivalent basis) for a period of 180 consecutive days (but in any event no later than twelve (12) years after the Effective Date), and except as agreed otherwise by a Vote of ADS Holders, the Company shall

(i)at all times:

(A)maintain a sponsored ADS program (the “Unrestricted ADS Program”) on the same terms as those reflected in the Deposit Agreement dated as of January 5, 2026, by and among the Company and Citibank N.A. (in its role as depositary under the ADS Program, the “Depositary”), and the other parties thereto (as it may be further amended consistent with the terms hereof, the “Deposit Agreement”);

(B)subject to clause 8(a)(i) and (ii) of this Agreement, not make any amendments to the ADS Program having an adverse effect to (a) voting rights, (b) rights related to distributions or dividends, (c) exercise of preemptive rights, (d) transfer rights, and (e) rights to receive shareholder information delivered by the Company, or that are otherwise materially adverse to holders of ADS, including terminating the ADS Program or, other than as required by law, permitting the removal by the Company of individual holders from the ADS program;

(C)use its commercially reasonable efforts in good faith to cause the Depositary to maintain a registration statement on Form F-6 effective with respect to the ADSs under the ADS Program, in form and substance acceptable to the Requisite Holders, in compliance with the provisions of the Securities Act and with a number of available ADS sufficient to represent all of the Registrable Securities, and with a ratio sufficient to create a per-Common Share price acceptable to the Requisite Holders that meets the listing standards of a Principal Exchange or if listing on such exchanges is not possible, then such other Alternative Securities Exchange (as applicable); and

(D)take all actions to list and maintain the continued listing of the ADS on a Principal Exchange or Alternative Securities Exchange, as applicable, as soon as reasonably practicable following the effectiveness of the Form F-1 Shelf, unless otherwise and as instructed in writing by the Requisite Holders; and

(ii)for so long as there are any restricted ADSs outstanding, maintain a sponsored restricted ADS program (the “Restricted ADS Program” and, together with the Unrestricted ADS Program, the “ADS Program”), pursuant to the Omnibus Restricted ADS Letter Agreement, dated as of January 5, 2026, between the Company and the Depositary (the “Restricted ADS Letter Agreement”), and one or more Restricted ADS Series Supplements (as defined in the Restricted ADS Letter Agreement), providing for the issuance of restricted ADS and allowing for the conversion of restricted ADS into unrestricted ADS, subject to compliance with the terms and conditions of the ADS Program, in form and substance acceptable to the Requisite Holders.

(b)The Company shall use commercially reasonable efforts to obtain CUSIP/ISIN numbers and provide that all ADS, including all Unrestricted ADS, shall be eligible to be held and serviced by The Depository Trust Company as of the Effective Date, to the maximum extent possible.

(c)No Holder shall be required to pay any issuance fee or other fee charged by the Depositary in connection with (i) the initial delivery of ADSs pursuant to the Plan or the Equity Rights Offering, (ii) the initial conversion of Restricted ADS into Unrestricted ADS, or (iii) the initial transfer of ADSs into DTC.

(d)The ADS Program will provide for (or continue to provide for, to the extent already provided for) the following rights:

(i)the right (subject to applicable fees and procedures (including as to periods in which deposits and withdrawals from the program may be suspended) contained in the deposit agreement governing the ADS Program) to deposit and withdraw, at the election of the respective holders, any Common Shares from time to time held by the Backstop Commitment Parties or their transferees into or out of the ADS Program;

(ii)participation in dividends and distributions, subject to the fees and procedures of the Depositary as set forth in the ADS Program and subject to compliance with applicable law (including, without limitation, Brazilian law);

(iii)participation by the Holders in preemptive rights offerings of Common Shares in the form of additional ADS, and subject to compliance with applicable law (including, without limitation, Brazilian law, Rule 144A, Regulation S or other exemptions from registration under the Securities Act) and the procedures of the depositary as set forth in the ADS Program;

(iv)participation in voting at the instruction of the respective holders of ADS, subject to the procedures of the Depositary as set forth in the ADS Program (and any broker or other financial intermediary through which the ADS are held by the relevant holder) and subject to compliance with applicable law (including, without limitation, Brazilian law); and

(v)SEC reporting by the Company as necessary to maintain the ADS Program, including English-language reports required pursuant to Form 6-K and annual reports on Form 20-F.

9. Certain Listing and Registration Matters.

(a)In the event that the Registrable Securities are not listed on a Principal Exchange or Alternative Securities Exchange, in each case, in the form of ADS, or such other event occurs such that the federal preemption of state “blue sky” or other U.S. state securities laws is not available in the reasonable opinion of the Holders, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such Registration Statement under such other U.S. “blue sky” or other U.S. state securities laws of such jurisdictions as the Holders shall reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holders to consummate the disposition in such U.S. jurisdictions of the Registrable Securities owned by the Holders (provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction).

(b)The Company shall comply with all reporting requirements and other disclosure obligations imposed by the SEC.

(c)The Company shall consider in good faith proposals for listing of Common Shares in lieu of ADS made by (i) prior to the ADS Listing, the Requisite Holders, and (ii) following the ADS Listing, a Holder or group of Holders of (x) a majority of the ADS then outstanding or (y) ADS representing 10% of the total number of Common Shares (on a Common Share-equivalent basis), to respond to changes in Law or formal interpretation of Law that affect ADS or the trading of shares in the United States, taking into account the restrictions set forth under applicable law, the interests of all shareholders and the regulatory and operational context in which the Company operates.

10. Non-Deal Road Shows. (A) Following the Effective Date, the Company shall cause its executive officers to conduct a non-deal road show in the United States, at such time as is requested by the Requisite Holders and shall cooperate with such Requisite Holders so that the length, content and scope of such road show is satisfactory to such Requisite Holders and (B) from time to time following the Effective Date, the Company shall participate in non-deal road shows upon request of the Requisite Holders, to the extent permitted at the time of the request by applicable law, provided that (A) the Company shall make appropriate members of senior management reasonably available, upon reasonable advance notice, for a customary due diligence conference call prior to any such non-deal road show, (B) the Company shall cause at least one member of senior management to participate in one investor meeting (which may be a group or one-on-one meeting) in connection with each such non-deal road show, and (C) nothing herein shall require the Company to disclose material non-public information; provided, further, that a cooling-off period of no less than sixty (60) days shall be observed between road shows.

11. Preservation of Rights. Unless this Agreement is modified or waived as provided in Section 13(c), the Company shall not, on or after the date of this Agreement, enter into any agreement, take any action, or permit any change to occur, with respect to its securities that is inconsistent with or violates or subordinates the rights expressly granted to the Holders in this Agreement, such as (a) adversely affecting the ability of the Holders to include the Registrable Securities in a registration undertaken or underwritten offering pursuant to this Agreement, or (b) affecting the marketability of such Registrable Securities in any such registration (including effecting a stock split or a combination of shares).

12. Other defined terms.

“ADS” means the American depositary shares representing the New Equity Interests pursuant to the ADS Program.

“ADS Listing” shall mean the listing of the ADSs on a Principal Exchange or, if listing on such exchanges is not possible, then on an Alternative Securities Exchange.

“Affiliate” means, with respect to any Person, any Affiliated Funds of such Person and any other Person directly or indirectly controlling, controlled by, or under common control with, such Person as of the date on which, or at any time during the period for which the determination of affiliation is being made; provided that in the case of a Holder that is an Affiliate of the Company, references herein to “Affiliates” of such Holder shall not, except as used in the definition of “Registrable Securities”, include the Company. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person (whether through the ownership of voting securities, by contract, or otherwise).

“Affiliated Fund” means, with respect to any Person, (a) any investment funds, managed accounts or other entities who are advised by such Person or the same investment advisor or manager or by investment advisors which are Affiliates of such Person or (b) any investment advisor with respect to an investment fund, managed account or entity it advises.

“Alternative Securities Exchange” means a U.S. national securities exchange that provides comparable liquidity to a Principal Exchange, as long as such other U.S. national securities exchange is acceptable to the Requisite Holders.

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act.

“Backstop Payment” means the consideration paid to the Backstop Commitment Parties for the Backstop Commitment and the other agreements of the Backstop Commitment Parties in the Backstop Commitment Agreement.

“Business Day” means any day on which the principal offices of the SEC in Washington, DC are open to accept filings and is not a day on which banking institutions in the State of New York and in the city of São Paulo, Brazil generally are authorized or required by law or other governmental actions to close.

“Capital Stock” means with respect to a corporation, any and all shares, interests or equivalents of capital stock of such corporation (including ADS, and whether voting or nonvoting and whether ordinary/common or preferred) and any and all options, warrants and other securities that at such time are convertible into, or exchangeable or exercisable for, any such shares, interests or equivalents (including, without limitation, the New Equity Interests or any note or debt security convertible into or exchangeable for New Equity Interests).

“Closing Date” means the date on which all of the conditions set forth in the Backstop Commitment Agreement, the Strategic Investment Agreements and the Additional Investment Agreement shall have been satisfied or waived.

“Common Shares” means the common shares, no par value, of the Company that may be outstanding from time to time (including, for the avoidance of doubt, the common shares of the Company held in the ADS Program), and any equity securities into which such common shares are exchanged, converted or otherwise recapitalized.

“Effective Date” means the date of substantial consummation of the Plan, which shall be the date on which the Debtors file a notice on the docket of the Chapter 11 Cases declaring the Plan effective.

“ERO” means the equity rights offering conducted in connection with the Plan and consummated on or prior to the Plan Effective Date in accordance with the ERO Documents.

“ERO Documents” means the Backstop Commitment Agreement, the Strategic Investment Agreements and the Additional Investment Agreement and any and all other agreements, documents, and instruments delivered or entered into in connection with, or otherwise governing, the ERO, including the ERO Procedures, subscription forms, as applicable, material fact notice, notice to the market (aviso ao mercado), notice to shareholders (aviso aos acionistas), offering memorandums, and any other materials distributed in connection with the ERO.

“ERO Procedures” means the offering procedures governing the ERO.

“ERO New Common Stock” means the New Shares issued pursuant to the ERO, constituting approximately 55.3% of the outstanding New Shares (calculated prior to giving effect to dilution from the restricted shares granting plan of the Company), and excluding, for the avoidance of doubt, any shares issued pursuant to the Backstop Payment.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.

“Governmental Entity” means any U.S. or non-U.S. federal, state, municipal, local, judicial, administrative, legislative or regulatory or competition, antitrust or foreign investment authority, agency, department, commission, regulator court, or tribunal of competent jurisdiction (or any such multinational entity) or any quasi-governmental or private body exercising any administrative, executive, judicial, legislative, police, regulatory, taxing, importing or other governmental or quasi-governmental authority (including any branch, department or official thereof).

“Holder” means each Person other than the Company that is party to this Agreement on the date hereof and any Person who hereafter becomes a party to this Agreement pursuant to Section 13(d) of this Agreement.

“Holder Counsel” means Cleary Gottlieb Steen & Hamilton LLP, Latham & Watkins LLP and Hughes Hubbard & Reed LLP.

“Holders of a Majority of Included Registrable Securities” means Holders that are the beneficial owners of a majority of the Registrable Securities included in a Piggyback Offering or an Underwritten Shelf Takedown, as applicable. For the avoidance of doubt, only Registrable Securities held by Persons who are party to this Agreement as of the date hereof or who thereafter become a party to this Agreement by executing a joinder in accordance with Section 13(d) shall be considered in calculating a majority of the Registrable Securities.

“Joinder Agreement” means the form of joinder agreement set forth on Exhibit B to this Agreement.

“Law” means any federal, state or local U.S. or non-U.S. law (including common law), statute, code, ordinance, rule, regulation, order, ruling, judgment, treaty, or convention in each case, that is validly adopted, promulgated, issued, or entered by a Governmental Entity of competent jurisdiction (including the Bankruptcy Court).

“New Organizational Documents” means, on or after the Closing Date, the organizational and governance documents for the Reorganized Azul, including, without limitation, certificates of incorporation (including any certificate of designations), certificates of formation or certificates of limited partnership (or equivalent organizational documents), certificates of designation, bylaws, limited liability company agreements, shareholders’ agreements, and limited partnership agreements (or equivalent governing documents), as applicable.

“New Shares” means the common shares of the Reorganized Azul (or any other Affiliate as provided in the ERO Procedures) to be delivered on the Closing Date in accordance with the Plan and the New Organizational

Documents (including pursuant to the ERO, the Backstop Commitment Agreement, the Strategic Investment Agreements and the Additional Investment Agreement).

“Other Registrable Securities” means (a) (i) Common Shares (including Common Shares beneficially owned as a result of, or issuable upon, the conversion, exercise or exchange of any other Capital Stock) and (ii) any securities issued or issuable with respect to any of the Common Shares described in foregoing clause (i), including by way of stock or unit dividend or stock or unit split or in connection with a combination of shares or units, recapitalization, merger, consolidation or other reorganization or otherwise; and (b) any ADS representing the Common Shares described in the foregoing clause (a), in each case beneficially owned by any other Person who has rights to participate in any offering of securities by the Company pursuant to a registration rights agreement or other similar arrangement (other than this Agreement) with the Company or any direct or indirect parent of the Company relating to the Common Shares; provided, that in the case of an Underwritten Shelf Takedown, Other Registrable Securities shall be limited to the securities of the class and series being offered in such Underwritten Shelf Takedown.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Entity (or any department, agency or political subdivision thereof).

“Plan” means a joint chapter 11 plan of reorganization (including any exhibits, annexes and schedules thereto) for the Company that effectuates the Restructuring Transactions, consistent with the Restructuring Term Sheet and in accordance with the terms of the Restructuring Support Agreement.

“Plan Effective Date” means the date upon which all conditions precedent to the effectiveness of the Plan have been satisfied or are waived in accordance with the terms of the Backstop Commitment Agreement, the Strategic Investment Agreements and the Additional Investment Agreement and the Plan, and on which the Restructuring Transactions, including the consummation of the ERO, become effective or are consummated.

“Prospectus” means the prospectus or prospectuses included in any Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), all amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus or prospectuses.

“Public Offering” means any sale or distribution to the public of Capital Stock of the Company pursuant to an offering registered under the Securities Act, whether by the Company, by Holders and/or by any other holders of the Company’s Capital Stock.

“Registrable Securities” means each of the following: (a) (i) all New Equity Interests acquired by the Holders (including, for the avoidance of doubt the ERO New Common Stock and all New Equity Interests deposited into the ADS Program), (ii) all of the Common Shares acquired by the Holders (or any of the Holders’ respective Affiliates) that are Affiliates of the Company, from the Effective Date until the later of (A) six (6) months following the Effective Date and (B) the effectiveness of the Shelf Registration Statement, (iii) all of the Common Shares acquired by the Holders (or any of the Holders’ respective Affiliates) that are not Affiliates of the Company, (iv) any Warrant Shares issuable upon exercise of the Warrants and (v) any securities issued or issuable by the Company or any successor or assign of the Company (whether by merger, share exchange, consolidation, sale of assets or otherwise) with respect to, in exchange for or in substitution of, any of the Common Shares described in foregoing clauses (i), (ii), (iii) or (iv), including by way of stock or unit dividend or stock or unit split or in connection with a combination of shares or units, recapitalization, merger, consolidation or other reorganization or otherwise; and (b) any ADS representing the Common Shares described in the foregoing clause (a); provided that any such securities shall cease to be Registrable Securities when (i) the Shelf Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been sold pursuant to such effective Shelf Registration Statement or another effective registration statement under the Securities Act, (ii) such securities shall have ceased to be outstanding; or (iii) such Registrable Securities have been sold pursuant to

Rule 144 or pursuant to Regulation S, or (iv) with respect to Registrable Securities owned by a non-Affiliate of the Company (other than Strategic Partners), following ADS Listing or Re-IPO, such securities no longer bear a restrictive legend and are capable of being sold by such non-Affiliate of the Company, pursuant to Rule 144 with no volume or manner of sale restrictions or limitations, or public information requirements applicable to the purchaser thereof (it being understood that, notwithstanding the foregoing, for so long as a Strategic Partner holds at least one percent (1%) of the outstanding Common Shares (on a Common Share-equivalent basis), securities held by such Strategic Partner shall not cease to be Registrable Securities solely by reason of any such availability or capability of being sold by such non-Affiliate of the Company); provided further that the Common Shares deposited into the ADS Program shall cease to be Registrable Securities at the time that the corresponding ADS shall cease to be Registrable Securities.

“Registration Statement” means any registration statement of the Company filed with or to be filed with the SEC under the Securities Act and other applicable law, including the Shelf Registration Statement, and including any prospectus, amendments and supplements to each such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Requisite Holders” means Holders that, together with their Affiliates, beneficially own at least 25% of the outstanding Common Shares.

“Reorganized Azul” means Azul as reorganized pursuant to and under the Plan or any successor thereto on and after the Effective Date.

“Restricted ADSs” means the ADSs issued in connection with the ERO, pursuant to Restricted ADS Series Supplements maintained by the Depositary.

“Restructuring Support Agreement” means the restructuring support agreement, dated as of May 28, 2025, entered into by Company, the Backstop Commitment Parties certain other shareholders of the Company and members of an ad hoc group of Azul claimholders.

“Restructuring Transactions” means the transactions contemplated by, and consistent with the terms of, the Plan, Restructuring Support Agreement and the Backstop Commitment Agreement.

“Restructuring Term Sheet” means the term sheet attached as Exhibit A to the Restructuring Support Agreement.

“Seasoned Issuer” means an issuer eligible to use a registration statement on Form F-3 under the Securities Act and who is not an “ineligible issuer” as defined in Rule 405 promulgated by the SEC pursuant to the Securities Act.

“SEC” means the United States Securities and Exchange Commission, and any governmental body or agency succeeding to the functions thereof.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Selling Shareholder” means a Holder that duly submits a Selling Shareholder Questionnaire pursuant to the terms of this Agreement.

“Selling Shareholder Information” means, with respect to each Holder, the information required under Item 9.D of Form 20-F, as provided in such Holder’s Selling Shareholder Questionnaire, and any additional information provided by written notice by such Holder for inclusion by the Company in the Shelf Registration Statement if such additional information is specifically requested by the SEC to be included in the Shelf Registration Statement.

“Selling Shareholder Questionnaire” means the Selling Shareholder Questionnaire substantially in the form attached hereto as Exhibit A.

“Trading Market” means the principal national securities exchange in the United States on which Registrable Securities are (or are to be) listed.

“Transaction Steps” means those certain actions or steps to be taken by the Debtors to implement the Restructuring Transactions.

“Unrestricted ADSs” means the ADSs to be issued pursuant to the equitization of the 1L Notes Claims (as defined in the Plan) and 2L Notes Claims (as defined in the Plan).

“Vote of ADS Holders” means (i) prior to the ADS Listing, a vote or written or electronic consent of the Requisite Holders; and (ii) following the ADS Listing a majority of the votes cast by holders of all ADSs (including holders of both Restricted ADS and Unrestricted ADS) or the written or electronic consent of a majority of the outstanding ADSs (both Restricted ADS and Unrestricted ADS); provided that all beneficial holders of ADSs were solicited for their vote on the matter; and provided, further, that the record date for such solicitation shall be no earlier than thirty (30) days prior to the first public announcement of the Company’s intent to conduct the solicitation; and provided further that for purposes of any amendment or modification to the ADS Program that does not adversely affect holders of Unrestricted ADSs, clause (ii) shall include only a majority of votes cast by holders of Restricted ADS.

“WKSI” means a “well known seasoned issuer” as defined under Rule 405 under the Securities Act and which (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also a Seasoned Issuer.

13. Miscellaneous.

(a)Remedies. Each Party shall be entitled to enforce its rights under any provision of this Agreement specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by applicable law. The Parties agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the Holders may, in their sole discretion, apply to the courts of competent jurisdiction described below (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

(b)Termination and Effects of Termination. This Agreement shall terminate on the earlier of (i) the Sunset Date, excluding Registrable Securities held by Strategic Partners, and (ii) the date on which there are no Registrable Securities outstanding; except in any case, for the provisions of Section 6, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 6 shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

(c)Amendments and Waivers. Except as otherwise provided herein, this Agreement may only be modified, amended or supplemented (such waiver, modification, amendment or supplement, collectively, an “Amendment”):

(i)prior to the earlier of the ADS Listing and the Re-IPO, by written consent of the Company, a majority of Holders that are former Backstop Commitment Parties and, for so long as a Strategic Partner holds at least one percent (1%) of the outstanding Common Shares (on a Common Share-equivalent basis), such Strategic Partner or Warrants exercisable (upon satisfaction of the applicable conditions set forth therein) for the equivalent thereof; and

(ii)after the earlier of the ADS Listing and the Re-IPO, by written consent of the Company, Holders holding a majority of the then-outstanding Registrable Securities, and for so long as a Strategic Partner holds at least one percent (1%) of the outstanding Common Shares (on a Common Share-equivalent basis), such Strategic Partner or Warrants exercisable (upon satisfaction of the applicable conditions set forth therein) for the equivalent thereof;

provided, that, in each case, to the maximum extent permitted by applicable Law, (i) any Amendment that disproportionately affects any rights of any of the Holders or any group of Holders shall require the consent of the Holders holding a majority of the outstanding Registrable Securities held by the Holders or group of Holders so affected, and (ii) no amendment or modification to the Section 4 hereof affecting a Holder may be implemented without prior written consent of such Holder.

(d)Assignment; No Third-Party Beneficiaries; Tag-Along Rights.

(i)The Company may not assign this Agreement nor any of the rights, interests or obligations under this Agreement without the prior written consent of each of the Holders. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the Parties and their respective permitted successors and assigns. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as expressly set forth in Section 6 and this Section 13(d), provided that the provisions of Sections 8 and 9(b) shall inure to the benefit of all holders of ADS;

(ii)Without the consent of the Company, a transferee of a Holder that holds Registrable Securities will succeed to the rights of such transferring Holder hereunder, but solely (for all purposes) with respect to the Registrable Securities acquired from such Holder, so long as, (1) the transferee (together with all parties with whom its holdings are aggregated for purposes of Rule 144) owns Common Shares and ADS representing at least 1% of the Common Shares outstanding at the time of the transfer after giving effect to such transfer, (2) in any case, such transfer is completed in accordance with applicable Law, and (3) such transferee executes a Joinder Agreement, in the form of Exhibit B to this Agreement and delivers such Joinder Agreement to the Company.

(iii)In connection with the registration for resale, in whole or in part, any Registrable Securities, any bona fide transferee of such Registrable Securities shall, upon customary joinder, have the right to participate in such resale (the “Tag-Along Registration Right”), exercisable by written notice within 14 days of the filing of a Shelf Registration Statement; provided that such Tag-Along Registration Right shall be subject to, and without prejudice to, the right of the managing underwriter (or, if none, the Company) to exclude any such transferee or limit the number of Registrable Securities to be included in any underwritten offering effected pursuant thereto if it determines, in its reasonable good faith judgment, that the inclusion of such securities would adversely affect the offering; and provided, further, that such transferee shall have timely delivered to the Company all information, certifications, legal opinions and other documentation reasonably requested by the Company or the transfer agent in connection therewith (including, without information, Section 1(a)(iv) above).

(iv)In the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Shares are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Holders in connection with such transaction.

(e)Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(f)Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each Party to this Agreement and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Signatures delivered by electronic methods shall have the same effect as signatures delivered in person.

(g)Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(h)Governing Law. This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the choice of law or conflicts of law.

(i)Submission to Jurisdiction; Waiver of Immunity. Each of the Parties, by its execution of this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any action, claim, suit, proceeding or investigation (each, a “Proceeding”) arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding to any court other than one of the above named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 13(m) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the above-named courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. The Company irrevocably appoints Cogency Global Inc., located at 122 E 42nd St, 18th Floor, New York, NY 10168, as its authorized agent in New York, New York upon which process may be served in any legal action, suit or proceeding against it with respect of any matter arising out of or in connection with this Agreement, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceeding.

(j)Waiver of Venue. The Parties irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, (i) any objection that they may now or hereafter have to the laying of venue of any Proceeding arising out of or relating to this Agreement in any court referred to in Section 13(i) and (ii) the defense of an inconvenient forum to the maintenance of such Proceeding in any such court.

(k)WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(l)Cumulative Remedies. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. Except as otherwise provided in this Agreement, the rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any Party otherwise may have at law or in equity.

(m)Notices. All notices hereunder shall be deemed given if in writing in English and delivered, if sent by electronic mail, courier or by registered or certified mail (return receipt requested) to the following addresses and facsimile numbers (or at such other addresses or facsimile numbers as shall be specified by like notice):

If to the Company, to:

Azul S.A. Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Barueri, São Paulo, SP, 06460-040, Brazil Fax: +55 11 4134-9890 Attn: Raphael Linares Felipe; Edson Massuda Sugimoto Email: raphael.linares@voeazul.com.br; edson.massuda@voeazul.com.br

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Attn: Manuel Garciadiaz; Timothy Graulich Email: manuel.garciadiaz@davispolk.com; timothy.graulich@davispolk.com

and

Hogan Lovells US LLP 390 Madison Avenue New York, NY 10017 Attn: Jonathan Lewis Email: jonathan.lewis@hoganlovells.com

If to a Holder, to the address(es), electronic mail address(es) or facsimile number(s) set forth below such Holder’s signature, as the case may be, with copies to any counsel designated by such Holder (as included on its signature page or otherwise provided by written notice to the Company), with a copy (which shall not constitute notice) to:

In the case of a Backstop Commitment Party or a Subscriber:

Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 Attn: Richard J. Cooper; Thomas S. Kessler; Carina S. Wallance Email: rcooper@cgsh.com; tkessler@cgsh.com; cwallance@cgsh.com

In the case of a Strategic Partner:

(n)(a) if to American Airlines:

Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 Attn: Antonio Del Pino; Andrew Sorkin; Carlos Ardila; Jon Weichselbaum Email: Antonio.delpino@lw.com; andrew.sorkin@lw.com; carlos.ardila@lw.com; jon.weichselbaum@lw.com

(o)(b) if to United Airlines:

Hughes Hubbard & Reed LLP One Battery Park Plaza New York, New York 10004 Attn: Kathryn A. Coleman; Javad Husain; Jeffrey S. Margolin Email: katie.coleman@hugheshubbard.com; javad.husain@hugheshubbard.com; jeff.margolin@hugheshubbard.com

Any notice given by delivery, mail or courier shall be effective when received. Any notice given by facsimile shall be effective upon oral or machine confirmation of successful transmission. Any notice given by electronic mail shall be effective upon delivery.

Each document, instrument, financial statement, report, notice or other communication delivered in connection with this Agreement shall be in English, except for those documents, authorizations and other similar filings with governmental authorities, and financial statements, in each case, that were originally executed or prepared in the Spanish language; provided that the Company shall electronically publish English translations of any such document to the extent required by Rule 12g3-2(b) of the Exchange Act and the costs of preparing such translation shall be borne by the Company.

(p)Changes in Law. The Company shall consider in good faith any proposals made (i) prior to the ADS Listing, the Requisite Holders, and (ii) following the ADS Listing, by a holder of Registrable Securities or group of holders of Registrable Securities representing (x) a majority of the ADS then outstanding or (y) ADS representing 10% of the total number of Common Shares, to respond to changes in Law or formal interpretation of Law that affect ADSs or the trading of shares in the United States, taking into account the restrictions set forth under applicable law, the interests of all shareholders and the regulatory and operational context in which the Company operates.

(q)Rules of Construction. The Parties agree that they have each been represented by counsel during the negotiation, preparation and execution of this Agreement (or, if executed following the date hereof by counterpart, have been provided with an opportunity to review the Agreement with counsel) and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

(r)Interpretation. This Agreement shall be construed in accordance with the following rules: (i) the terms defined in this Agreement include the plural as well as the singular; (ii) all references in the Agreement to designated “Sections” and other subdivisions are to the designated sections and other subdivisions of the body of this Agreement; (iii) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms; (iv) the words “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; (v) the words “includes” and “including” are not limiting; (vi) for purposes of any determination of a number or percentage of the Common Shares and/or ADS, such number or percentage shall be calculated on an “Common Share-equivalent” basis, without duplication of the Common Shares in the ADS Program and any outstanding ADS corresponding to such Common Shares, and after giving effect to the applicable ratio of ADS to Common Shares under the ADS Program; and (vii) references to “dollars” or “$” are to United States of America dollars.

(s)Independent Agreement by the Holders. The Parties acknowledge and agree that this Agreement does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of Registrable Securities, ADS, the Common Shares or preferred shares or any equity securities of the Company, and the Holders do not constitute a “group” within the meaning of Rule 13d-5 under the Exchange Act. Nothing contained in this Agreement and no action taken by any Holder pursuant to this Agreement shall be deemed to constitute or to create a presumption by any parties that the Holders are in any way acting in concert or as a “group” or “joint actors” (or a joint venture, partnership or association), and each of the Parties agree to not assert any such claim with respect to such obligations or the transactions contemplated by this Agreement.

(t)Cessation of Registration Rights. All registration rights granted under Section 1 shall continue to be applicable with respect to any Holder until such time as the Holder no longer holds any Registrable Securities.

(u)No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Parties may be partnerships or limited liability companies, each of the Parties and the Company agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any of the Company’s or the Party’s former, current or future direct or indirect equity holders, controlling persons, shareholders, directors, officers, employees, agents, Affiliates, members, financing sources, managers, general or limited partners or assignees (each, a “Related Party” and collectively, the “Related Parties”), in each case other than the Parties, whether by the enforcement of any assessment or by any legal or equitable Proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties, as such, for any obligation or liability of the Company or the Parties under this Agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or liabilities or their creation; provided, however, nothing in this Section 13(s) shall relieve or otherwise limit the liability of the Company or any current or former Party, as such, for any breach or violation of its obligations under this Agreement or such agreements, documents or instruments.

* * *

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

AZUL S.A.
By:	/s/ Jonathan Peter Rodgerson
	Name: Jonathan Peter Rodgerson
	Title: Chief Executive Officer

[Signature Page to Registration Rights Agreement]

#101680032v11

AMERICAN AIRLINES, INC.
By:	/s/ Anthony Richmond
	Name: Anthony Richmond
	Title: Executive Vice President, Corporate Affairs and Chief Legal Officer
	Date: February 20, 2026

Notice Information: American Airlines, Inc.

1 Skyview Drive

Fort Worth, TX 76155

Email: Legal.Notices@aa.com; corp.dev@aa.com

Attention: Jeff Ogar; Michelle Earley

[Signature Page to Registration Rights Agreement]

UNITED AIRLINES, INC.
By:	/s/ Michael Leskinen
	Name: Michael Leskinen
	Title: Executive Vice President and Chief Financial Officer

[***]

[Signature Page to Registration Rights Agreement]

EXHIBIT A

AZUL S.A.

FORM OF SELLING SHAREHOLDER QUESTIONNAIRE

The undersigned (the “Selling Shareholder”) understands that Azul S.A. (the “Company”) has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form F-1 (the “Registration Statement”) for the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities (as such term is defined in the Registration Rights Agreement, to be dated on or about the Effective Date, among the Company and the Holders party thereto (the “Registration Rights Agreement”)) held by the Selling Shareholder, pursuant to the terms of the Registration Rights Agreement. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Registration Rights Agreement.

In order to sell the Registrable Securities pursuant to the Registration Statement, the Selling Shareholder will be required to be named or otherwise identified as a Selling Shareholder in the Registration Statement and the related prospectus. The Selling Shareholder is required to complete and deliver this questionnaire (the “Questionnaire”) in order to verify the accuracy of information regarding the Selling Shareholder included in the Registration Statement and any related prospectus or prospectus supplement.

Certain legal consequences arise from being named as a selling shareholder in the Registration Statement and the related prospectus. Accordingly, the Selling Shareholder is advised to consult securities law counsel regarding the consequences of being named or not being named as a selling shareholder and of providing false, misleading or incomplete information regarding a selling shareholder in the Registration Statement and the related prospectus.

If this Questionnaire is being completed on behalf of multiple funds or accounts, please provide the requested information for each fund or account (or indicate, where appropriate, that the information is applicable to all funds and accounts).

Please return this Questionnaire to the Company no later than [___] as follows:

If by mail or hand delivery:

[Address]

If by facsimile transmission:

[Fax Number]

If by email:

[Email Address]

1.Full Legal Name of Selling Shareholder

________________________________

2.Address and Contact Information

Address:

Telephone:

Email Address:

Attention:

3.Amount of Securities Owned and to be Offered:

Please indicate in the table below the aggregate number of Common Shares and American Depositary Shares (“ADS”; and together with the Common Shares, “Securities”) (i) that are beneficially owned and (ii) that are being offered under the Registration Statement by the Selling Shareholder.

“Beneficial ownership” is determined according to rules of the SEC. Securities “beneficially owned” by the Selling Shareholder include not only securities held in his, her or its name, but also securities over which the Selling Shareholder, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security, and/or (ii) investment power which includes the power to dispose of, or to direct the disposition of, such security. This may include, but is not limited to, securities held for the Selling Shareholder by custodians, brokers, relatives, executors, administrators or trustees (including trusts in which the person has only a remainder interest) if by reason of contract, relationship, understanding or arrangement the Selling Shareholder has voting or investment power as aforesaid.

	Number of Securities<br><br>Beneficially Owned	Number of Securities<br><br>Being Offered
Common Shares
ADS

4.Options and Other Rights to Acquire Securities:

In the table below, please identify the number of Securities of which you have the right to acquire beneficial ownership within 60 days from the date of this Questionnaire. Such acquisition of beneficial ownership could be (i) through the exercise of any option, warrant or right, (ii) through the conversion of a security, or (iii) pursuant to the power to revoke a trust, discretionary account or similar arrangement or through the automatic termination of such arrangements.

	Number of Securities	Description of<br><br>Right to Acquire
Common Shares
ADS

Except as listed above, the undersigned Selling Shareholder does not beneficially own any Common Shares or ADS of the Company.

5.Description of Beneficial Ownership

The rules of the SEC require that the Registration Statement identify all “beneficial owners” of the Securities being offered pursuant to the Registration Statement. If any person other than the Selling Shareholder is a “beneficial owner” of the Securities being offered pursuant to the Registration Statement, please set out below or as an attachment a description of such beneficial ownership. For example, if a fund or account is controlled by two or fewer persons, those persons may be deemed “beneficial owners” of the Securities held by the fund or account.

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

6.Relationships with the Company

Except as set forth below or pursuant to the Backstop Commitment Agreements, the Additional Investment Agreement, the Strategic Investment Agreements or the Plan, the Selling Shareholder has not held any position or office or has had any other material relationship with the Company (or any of its predecessors or affiliates) during the past three (3) years (other than any relationship arising solely out of your ownership of shares of the Company):

7.Broker/Dealers

Are you a registered broker-dealer or an affiliate of a registered broker-dealer?

Yes 󠅚󠅚 No 󠅚󠅚

If you are a registered broker-dealer or an affiliate of a registered broker-dealer, please confirm whether, at the time of acquisition of the Securities Reported in this Questionnaire, you had any agreements, plans or understandings, directly or indirectly, with any person to distribute the Securities:

Did the undersigned have any such agreements, plans or understandings? Yes 󠅚󠅚 No 󠅚󠅚

If yes, please elaborate below:

8.Signature

By signing below, the undersigned consents to the disclosure of the information contained herein or attached hereto in connection with its answers to items (1) through (6) above and the inclusion of such information in the Registration Statement and any related prospectus, or prospectus supplement. The undersigned agrees to promptly notify the Company of any changes in such information which may occur subsequent hereto and prior to the effective date of the Registration Statement.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent on behalf of each Selling Shareholder named in this Questionnaire.

__________________________________________________

NAME OF SELLING SHAREHOLDER

By:

Name: Title: Dated:

EXHIBIT B

FORM OF JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned in accordance with Section 13(d) of the Registration Rights Agreement dated as of [●], 2025 (as the same may be amended from time to time, the “Registration Rights Agreement”) among Azul S.A. (the “Company”) and the Holders party thereto. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Registration Rights Agreement.

On or prior to the date set forth below, the undersigned acquired such number of Common Shares and/or ADS as are indicated on the signature page hereto from the transferor indicated thereon.

The undersigned hereby agrees, effective as of the date set forth below, to become a party to the Registration Rights Agreement, and for all purposes of the Registration Rights Agreement the undersigned will be included within the term “Holder” (as defined therein). The address, facsimile number and email address to which notices may be sent to the undersigned are indicated on the signature page hereto:

[Signature Page Follows.]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

JOINING PARTY

_____________________________________________

[NAME OF JOINING PARTY]

By: _____________________________________________ Name: Title:

Dated:

Mailing Address of Joining Party:
Email Address:
Facsimile Number:
Name of Transferor:
Common Shares Acquired:
ADS Acquired:

ACKNOWLEDGED BY:

TRANSFEROR

__________________________________________________

NAME OF TRANSFEROR

By: __________________________________________________

Name: Title:

Dated:

[Signature Page to Joinder Agreement]

EXHIBIT C

Plan of Distribution

We are registering the offer and sale of up to common shares and the ADSs that represent these shares, to permit the resale of these common shares and ADSs by the Selling Shareholders and their permitted transferees from time to time after the date of this prospectus. For purposes of this Plan of Distribution, references to the ADSs include the common shares represented by those ADSs and references to Selling Shareholders include donees, pledgees, transferees or other successors in interest selling securities received after the date of this prospectus from a Selling Securityholder as a gift, pledge, partnership distribution or other transfer. The ADSs covered by this prospectus may be offered and sold from time to time by the Selling Shareholders. We will not receive any of the proceeds from the sale by the Selling Shareholders of the common shares or the ADSs. We will bear all fees and expenses incident to our obligation to register the common shares and the ADSs.

The ADSs may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at privately negotiated prices. The Selling Shareholders will act independently of us in making decisions with respect to the timing, manner and size of each sale.

The Selling Shareholders may offer and sell all or a portion of the ADSs covered by this prospectus from time to time, in one or more or any combination of the following transactions:

•on the NYSE or on any other national securities exchange or quotation service on which the ADSs may be listed or quoted at the time of sale;

•in underwritten offerings;

•in privately negotiated transactions, at-the market transactions, “overnight transactions” or block trades;

•through purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;

•through ordinary brokerage transactions (including on an exchange or over-the-counter) and transactions in which the broker solicits purchasers;

•through options, short sales, forward sales, puts, agented transactions, stock lending transactions and hedging and other derivative transactions;

•through pledges of the ADSs to secure debts and other obligations;

•in the over-the-counter market;

•through trading plans entered into pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;

•through the distribution by any selling shareholder to its employees, partners (including limited partners), members or equity holders;

•through a combination of any of the above methods of sale; or

•through any other method permitted pursuant to applicable law.

Instead of selling the ADSs under this prospectus, the Selling Shareholders may sell all or a portion of the ADSs offered by this prospectus in compliance with the provisions of Rule 144 under the Securities Act, or pursuant

to other available exemptions from the registration requirements of the Securities Act, provided that such sales meet the criteria and conform to the requirements of such exemptions.

To the extent required with respect to a particular offering, an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is part, will be prepared and will set forth the following information:

•the name of the participating broker-dealer(s);

•the specific securities involved;

•the initial price at which such securities are to be sold;

•the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable; and

•other facts material to the transaction.

The Selling Shareholders may, at their discretion, sell all, none, or a portion of the common shares or the ADSs beneficially owned by them and offered hereby from time to time directly or through one or more broker-dealers or agents. If the common shares or the ADSs are sold through broker-dealers or agents, the broker-dealers or their agents may receive commissions, discounts or concessions from the Selling Shareholders in amounts to be negotiated immediately prior to the sale and the Selling Shareholders will be responsible for broker-dealers or agents’ commissions, discounts or concessions. The Selling Shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the common shares or the ADSs against certain liabilities, including liabilities arising under the Securities Act.

To the extent that any of the Selling Shareholders are brokers or dealers, they may be deemed to be “underwriters” within the meaning of the Securities Act and any commissions received by them and any profit on the resale of the common shares or the ADSs represented by the registered common shares may be deemed to be underwriting commissions or discounts under the Securities Act. As of the date of this prospectus, based on the representations received by the Company from the Selling Shareholders, none of the Selling Shareholders are brokers or dealers or affiliated with brokers or dealers.

In offering the common shares or the ADSs covered by this prospectus, any broker-dealers or agents who execute sales for the Selling Shareholders may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. Any compensation of any broker-dealer may be deemed to be underwriting discounts and commissions under the Securities Act.

The Selling Shareholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act. This regulation may limit the timing of purchases and sales of any of the common shares or the common shares or the ADSs offered by this prospectus by the Selling Shareholders and any other participating person. The anti-manipulation rules under the Exchange Act may apply to sales of common shares or ADSs in the market and to the activities of the Selling Shareholders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the common shares or the ADSs to engage in market-making activities with respect to the common shares or the ADSs for a period of up to five business days before the distribution. All of the foregoing may affect the marketability of the common shares or the ADSs and the ability of any person or entity to engage in market-making activities with respect to the common shares or the ADSs.

In order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain

states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Document

Exhibit 4.28

AMENDMENT AGREEMENT

I – FIRST CONTRACTING PARTY:

Corporate Name: RAÍZEN S.A.

Head office: Avenida Afonso Arinos de Melo Franco, No. 222, Room 321, Barra da Tijuca, in the municipality of Rio de Janeiro, state of Rio de Janeiro, ZIP Code 22631-455 CNPJ/MF No.: 33.453.598/0001-23

Referred to as “Raízen” and/or “Supplier”

II – SECOND CONTRACTING PARTY:

Corporate Name: AZUL LINHAS AÉREAS BRASILEIRAS S.A.

Head office: Avenida Dr. Marcos Penteado de Ulhôa Rodrigues, 939, 9th Floor, Condomínio Castelo Branco Office Park, Torre Jatobá, Tamboré, in the municipality of Barueri, state of São Paulo, ZIP Code 06460-040 CNPJ/MF No.: 09.296.295/0001-60;

and

Corporate Name: AZUL CONECTA LTDA. Headquarters: Avenida Emilio Antonon, 901, Chácara Aeroporto Neighborhood, in the municipality of Jundiaí, state of São Paulo, ZIP 13212-010 CNPJ under No. 04.263.318/0001-16

Referred to as “Azul” and/or “Buyer”, and together with Raízen, referred to as the “Parties”.

III – CONTRACT(S) SUBJECT TO AMENDMENT:

Supply Agreement for Petroleum Products for Aviation signed by the contracting Parties identified above on 09/15/2022 (“Agreement”)

WHEREAS:

(i) Through the Contract, Raízen undertook to supply, successively and periodically, to Azul, and Azul to acquire from Raízen, throughout the entire term of this Contract, the volumes of the product Aviation Kerosene - JET A (“Product”) necessary to supply its aircraft operating at the Locations listed in Annex I and Annex II of the Contract hereby amended;

(ii) It was agreed between the Parties that the payment for the Products purchased by Azul should be made [***];

(iii) [***];

(iv) Raízen notified Azul [***];

(v) The Parties have a commercial relationship guided by ethics, mutual respect, and good faith;

(vi) The Parties executed, on 05/28/2024, with a subsequent amendment executed on 08/05/2024, a Commitment Term effective until [***], [***].

Clause One – Transitional Provision

1.1 The Parties wish to regulate specific payment conditions for the supply of Product during the period of [***].

1.2 The supply of Product during the period of [***] will be carried out [***].

1.2.1. The Parties agree that [***].

1.2.2. The transitional provisions of this clause do not prejudice or alter the SUPPLIER’s rights set forth in items 4.8 and 4.9.

Clause Two: The Parties agree to amend and include the following clauses of the Agreement:

“III – TERM OF EFFECTIVENESS: [***], considering the start of effectiveness as of [***] and ending on [***]”

“CLAUSE ONE – OBJECT

(...)

1.1.1 The BUYER agrees that it is its contractual obligation (i) the acquisition of the entirety of the [***], stipulated in Annex I, until the end of the term of this Agreement, in the period between [***] and [***], as well as (ii) the fulfillment of the obligation regarding the [***]; it being certain that items (i) and (ii) may be revisited in line with [***] and provided that [***], and that any change is formalized by an amendment signed by the Parties.

(...)

1.3.3 If the momentary impossibility occurs due to the BUYER’s exclusive fault, it shall indemnify the SUPPLIER for [***].

(...)”

“CLAUSE FOUR – PRICE AND PAYMENT

4.1 Payments for the Product purchased by the BUYER shall be made on their respective due dates, in the amounts set forth in the billing document issued by the SUPPLIER, by means of a deposit into a bank account to be informed to the BUYER.

(...)

4.9 In the event of the occurrence of the cases indicated below, the SUPPLIER may [***], including those established in this Agreement, and shall, however, subsequently inform the [***] :

(i) in the event of default in payment: (i) of the Product supplied by the SUPPLIER to the BUYER exceeding [***] business days, and/or (ii) of any installment of the Debt Confession exceeding; or

(ii) [***].

4.10 . It shall be considered a contractual breach by the BUYER the non-payment, on the due date, of debts arising from invoices related to the supply of the Products in [***] , whose payment terms have already been [***]. In this case, the default shall not be subject to [***]. The BUYER hereby acknowledges and agrees that, in the event of default under the terms of this clause, the SUPPLIER [***], without such measure generating any burden for the SUPPLIER and without prejudice to the application of item 1.3.3 and/or the exercise of the right [***].”

“CLAUSE FOURTEEN [***]

“CLAUSE FIFTEEN – TERMINATION, RESOLUTION AND PENALTY

15.1 This Agreement may be terminated by operation of law, at the discretion of the non-breaching Party, regardless of notice or judicial or extrajudicial demand, with the application to the breaching Party of the penalty provided for in item 15.3 and subitem 15.3.1, upon the occurrence of any of the following events:

15.2 Delay by the BUYER in paying an invoice for the purchase of Product to the SUPPLIER, after the period of [***] business days from the due date of the said instrument, and/or of any installment of the [***], after the period of [***] days from the due date of the said instrument. In this case, if the SUPPLIER does not exercise its right to terminate this Agreement, it may immediately implement the supply now contracted only upon advance payment or cash payment, without prejudice to fully collecting from the BUYER the amount due, with applicable charges, under the terms of item 4.4.

(...)

15.1.3 Filing of protests or executions in amounts exceeding the share capital of any of the Parties. This termination event will be applicable as of [***].

(...)

15.1.7. In the event of contractual default by the BUYER for failure to pay, on the due date, debts arising from invoices relating to the supply of the Products [***], under the terms of item 4.1, without prejudice to the [***].

(...)

15.3 The Party that causes the contractual termination, under the terms of items 15.1 and 15.2, shall be subject to the payment of a termination penalty, limited to the amount of [***].

[***]

(...)

15.5 The term of this commercial relationship may be suspended or terminated, at the sole discretion of the party that did not give rise to the reason for the suspension or termination, as the case may be, without the application of penalties, [***], in the following circumstances: a) governmental acts that prevent the supply of the Product; and b) requisition or declaration, in Brazil, of bankruptcy, judicial reorganization, or judicial or extrajudicial liquidation of any of the Parties, provided that the provisions of Clause 15.5.1 are observed.

15.5.1 Regarding the penalties, this clause shall only be applicable in the event that the Parties are in compliance with all other provisions of this Agreement and the Debt Confession, otherwise all penalties provided for in this agreement may be applied at the sole discretion of the aggrieved party.

15.5.2 In the event the BUYER files for Judicial Reorganization in Brazil as provided for in Law No. 11,101/2005 and the BUYER does not comply with or is unable to implement the conditions of the Commitment Term executed by the Parties on 05/28/2024, and subsequently amended, a contractual breach by the BUYER shall be deemed to have occurred, authorizing the SUPPLIER to demand from the BUYER the penalty provided for in item 15.3, in addition to the return provided for in items 14.3 and 14.3.1., without prejudice to the exercise of the right of contractual termination by the SUPPLIER.

(...)”

“NINETEENTH CLAUSE – GENERAL PROVISIONS

(...)

19.7. THE SUPPLIER reserves the right to exercise all of its rights arising from the Contract and other legal transactions executed between the parties in Brazil and in accordance with Brazilian law, without any restriction.”

“TWENTY-SECOND CLAUSE – CHOICE OF FORUM

(...)

22.1. The Parties choose the court of the judicial district of [***] as the sole competent authority to resolve all disputes and disagreements arising from this Contract, with an express waiver of any other, no matter how privileged it may be. This Contract is governed exclusively by the laws of the Federative Republic of Brazil.”

“ANNEX I - SUPPLY CONDITIONS AS OF 12/16/2022

[***]

Clause Two: The provisions of this Addendum shall take effect as of [***].

Clause Three: The other clauses of the Contract that are not expressly amended by this instrument remain valid and in full force.

And being thus agreed and contracted, the parties execute this instrument in two counterparts of identical content, in the presence of the witnesses below, choosing as the only competent forum for the enforcement of this addendum, with the express waiver of any other, the court of the Contract hereby amended.

São Paulo, July 8, 2025.

FIRST CONTRACTING PARTY:

RAIZEN S.A

/s/ Leonardo Gadotti Filho<br><br>Name: Leonardo Gadotti Filho	/s/ Ricardo Lewin<br><br>Name: Ricardo Lewin

SECOND CONTRACTING PARTY:

AZUL LINHAS AEREAS BRASILEIRAS SA AZUL CONECTA LTDA.

/s/ Abhi Manoj Shah<br><br>Name: Abhi Manoj Shah	/s/ John Peter Rodgerson<br><br>Name: John Peter Rodgerson

WITNESSES:

/s/ Anthonella Ysalla de Oliveira Silva<br><br>Name: Anthonella Ysalla de Oliveira Silva<br><br>ID: [***]	/s/ Flavia Christina Moreira da Cunha<br><br>Name: Flavia Christina Moreira da Cunha<br><br>ID: [***]

Document

Exhibit 8.1

Subsidiaries of Azul S.A.

The following chart lists each of our subsidiaries which we owned, directly or indirectly, as of the date of this annual report:

Entities	Country of incorporation
Azul Linhas Aéreas Brasileiras S.A.	Brazil
IntelAzul S.A. (formerly Tudo Azul S.A.)	Brazil
Azul Conecta Ltda. (formerly TwoTaxi Aéreo Ltda.)	Brazil
ATS Viagens e Turismo Ltda.	Brazil
Cruzeiro Participações S.A.	Brazil
Azul Investments LLP	USA
Azul SOL LLC	USA
Azul Finance LLC	USA
Azul Finance 2 LLC	USA
Blue Sabiá LLC	USA
Canela Investments LLC	USA
Canela Turbo Three LLC	USA
Canela 336 LLC	USA
Azul Saíra LLC	USA
Azul Secured Finance LLP (a)	USA
ATSVP - Viagens Portugal, Unipessoal LDA. (b)	Portugal
Azul IP Cayman Holdco Ltd. (c)	Cayman Islands
Azul IP Cayman Ltd. (c)	Cayman Islands
Azul Secured Finance 2 LLP (d)	USA
Azul Finance 3 LLC (e)	USA

(a) Subsidiary incorporated in May 2023

(b) Subsidiary acquired in March 2023.

(d) Subsidiary incorporated in September 2024.

(e) Subsidiary incorporated in February 2026.

Document

Exhibit 12.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) AS ADOPTED

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT

I, John Peter Rodgerson, certify that:

1. I have reviewed this annual report on Form 20-F of Azul S.A. (the “company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and

the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Barueri/SP, Brazil, April 2, 2026.

By:	/s/ John Peter Rodgerson
Name:	John Peter Rodgerson
Title:	Chief Executive Officer

Document

Exhibit 12.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) AS ADOPTED

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT

I, Alexandre Wagner Malfitani, certify that:

1. I have reviewed this annual report on Form 20-F of Azul S.A. (the “company”);

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and

the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Barueri/SP, Brazil, April 2, 2026.

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

Document

Exhibit 13.1

Azul S.A.

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Azul S.A. (the “company”) is filing with the U.S. Securities and Exchange Commission, on the date hereof, its annual report on Form 20-F for the fiscal year ended December 31, 2025 (the “Report”). Pursuant to Exchange Act Rules 13a - 14(b) or 15d - 14(b) and to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of the company hereby certifies, to such officer´s knowledge, that:

(a)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Barueri/SP, Brazil, April 2, 2026.

By:	/s/ John Peter Rodgerson
Name:	John Peter Rodgerson
Title:	Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the company and will be retained by the company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.

Document

Exhibit 13.2

Azul S.A.

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(a)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Barueri/SP, Brazil, April 2, 2026.

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

As submitted to the Securities and Exchange Commission on April 2, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from _______________ to _______________

Commission file number: 001-38049

AZUL SA

Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floorEdifício Jatobá, Condomínio Castelo Branco Office Park

Tamboré, Barueri, State of São Paulo, Zip Code 06460-040Federative Republic of Brazil(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares without par valueAmerican Depositary Shares (as evidenced by American Depositary Receipts), each representing 500,000 Common Shares

Securities for which there is a reporting obligation pursuant to Section 15 (d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

2,128,965,121 Common Shares and 896,039,753 Preferred Shares (as of December 31, 2025)(As of the date of this annual report the issuer’s outstanding share capital comprises 54,913,287,951,407 Common Shares)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Yes ☒ No ☐

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:

Yes ☒ No ☐

TABLE OF CONTENTS

INTRODUCTION

GLOSSARY OF AIRLINE AND OTHER TERMS:

Risks Relating to Our Business and the Brazilian Civil Aviation Industry

Risks Relating to the Voluntary Reorganization

Risks Relating to Brazil

Risks Relating to Our Common Shares, Including in the Form of ADSs

Operating Data

FORWARD-LOOKING STATEMENTS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 3. KEY INFORMATION

Risks Relating to the Voluntary Reorganization

The Voluntary Reorganization is based in large part upon assumptions and analyses developed by us, which may be incorrect.

Our actual financial results may vary significantly from the financial projections relied upon in the Voluntary Reorganization.

Our historical financial information may not be indicative of our future financial performance.

We may not be able to achieve our stated goals.

We may be subject to claims that will not be discharged in the Voluntary Reorganization or that must be repaid in full under the Plan, which could have a material adverse effect on our financial condition and results of operations.

The Voluntary Reorganization may adversely affect our ability to maintain important relationships with creditors, customers, suppliers, employees, financing sources and other personnel and counterparties, which could materially and adversely affect us.

The Voluntary Reorganization has consumed a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations, and we may face increased levels of employee attrition.

Upon emergence from bankruptcy and the adoption of new governance arrangements, including the creation of the Strategy Committee, our corporate governance structure and decision-making processes changed significantly, which may affect our future strategy and operations.

Risks Relating to Brazil

The Brazilian government has exercised, and continues to exercise significant influence over the national economy, which, combined with Brazil’s political and economic conditions, could adversely affect our operations and the price of our common shares, including in the form of ADSs.

Economic, health, political, and environmental crises, or any other kind of crisis that could impact the Brazilian economy, may affect the purchasing power of the Brazilian population, which may result in a decrease in demand for air travel and, consequently, affect our business.

Economic uncertainty and political instability in Brazil may adversely affect us and the trading price of our common shares, including in the form of ADSs.

Exchange rate instability may have adverse effects on the Brazilian economy, our business, and the trading price of our common shares, including in the form of ADSs.

Any further downgrading of Brazil’s credit rating could adversely affect the trading price of our common shares, including in the form of ADSs.

Variations in interest rates may have adverse effects on us.

Deficiencies in Brazilian infrastructure, particularly in airports and ports, may adversely affect us.

Failure to adhere to the LGPD or other privacy laws enacted in Brazil and/or other jurisdictions may adversely affect our reputation, business, financial condition, or results.

Risks Relating to our Business and the Brazilian Civil Aviation Industry

Substantial fluctuations in fuel costs or the unavailability of fuel, which we primarily source from a single supplier, could have an adverse effect on us.

We have significant levels of indebtedness and other financial obligations and insufficient liquidity could materially adversely affect our financial condition and business.

We, as the airline industry as a whole, are particularly sensitive to changes in economic conditions, and prolonged negative economic conditions that would likely continue to adversely affect our business and limit our ability to secure financing on favorable terms.

Changes to the Brazilian civil aviation regulatory framework or other policies of the Brazilian government related to the aviation industry may adversely affect us.

We operate in a highly competitive industry, and actions by our competitors could adversely affect us.

Further consolidation in the Brazilian, regional and global airline industry may adversely affect us.

We are subject to costs and risks associated with changing laws and regulations that affect our business, including those relating to the sale of consumer products. Specifically, developments in data protection and privacy laws could harm our business, financial condition or results of operations.

We rely significantly on automated systems, and any cyberattacks, breakdown, hacking, or changes in these systems may adversely affect us.

For the transition period from _ to _