6-K
AZUL SA (AZULQ)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2025
Commission File Number: 001-38049
Azul S.A.
(Name of Registrant)
Edifício Jatobá, 8th floor, Castelo Branco Office Park
Avenida Marcos Penteado de Ulhôa Rodrigues, 939
Tamboré, Barueri, São Paulo, SP 06460-040, Brazil.
+55 (11) 4831 2880
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
| Third Quarter<br><br>**Results**<br><br>2025 |
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Azul reports 3Q results with all-time record EBITDA of R$2.0 billion and moves forward with reorganization plan implementation requirements
***São Paulo, November 14, 2025 –***Azul S.A., “Azul” (B3:AZUL4, OTC:AZULQ), the largest airline in Brazil by number of cities served, announces today its resultsfor the third quarter of 2025 (“3Q25”). The following financial information, unless stated otherwise, is presented in Brazilianreais and in accordance with International Financial Reporting Standards (IFRS).
Financial and Operating Highlights
| 3Q25 Highlights¹ | 3Q25 | 3Q24 | % Δ | 9M25 | 9M24 | % Δ |
|---|---|---|---|---|---|---|
| Total operating revenue (R$ million) | 5,737.0 | 5,129.6 | 11.8% | 16,073.8 | 13,980.8 | 15.0% |
| Operating income (R$ million) | 1,270.4 | 1,027.2 | 23.7% | 2,220.9 | 2,269.1 | -2.1% |
| Operating margin (%) | 22.1% | 20.0% | +2.1 p.p. | 13.8% | 16.2% | -2.4 p.p. |
| EBITDA (R$ million) | 1,987.8 | 1,653.3 | 20.2% | 4,516.3 | 4,121.1 | 9.6% |
| EBITDA margin (%) | 34.6% | 32.2% | +2.4 p.p. | 28.1% | 29.5% | -1.4 p.p. |
| ASK (million) | 12,818 | 11,967 | 7.1% | 38,448 | 33,962 | 13.2% |
| RASK (R$ cents) | 44.76 | 42.87 | 4.4% | 41.81 | 41.17 | 1.6% |
| PRASK (R$ cents) | 41.30 | 39.80 | 3.8% | 38.73 | 38.22 | 1.3% |
| Yield (R$ cents) | 48.81 | 48.17 | 1.3% | 46.92 | 47.38 | -1.0% |
| CASK (R$ cents) | 34.85 | 34.28 | 1.6% | 36.03 | 34.48 | 4.5% |
| Fuel cost per liter (R$) | 3.82 | 4.41 | -13.2% | 4.02 | 4.34 | -7.3% |
¹ Operating results were adjusted for non-recurring items totaling R$596.8 million in 3Q25. For more information see page 10.
| § | 3Q25 EBITDA reached an all-time<br>record of R$1,987.8 million, increasing 20.2% year-over-year, representing a 34.6% margin. Operating income increased 23.7% to a record<br>R$1,270.4 million with a 22.1% margin. |
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| § | Operating revenue reached an<br>all-time record at over R$5.7 billion, increasing 11.8% year-over-year, mainly driven by a recurring healthy demand environment, combined<br>with the changes we made in our network, and the strong performance of our business units and ancillary revenues. |
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| § | RASK was also at a record levels<br>for a third quarter at R$44.76 cents in 3Q25, increasing 4.4% year-over-year, even with capacity growing 7.1%. Our business units’<br>contribution to our revenues and margins remained strong, at 25.3% of RASK and 29.7% of EBITDA in 3Q25. |
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| § | Our capacity grew 7.1% year-over-year,<br>mostly driven by a 30.5% increase from international operations. In the quarter, Azul transported 8.1 million passengers, in line compared<br>to the same period last year. Passenger traffic (RPK) increased 9.7%, outpacing capacity and resulting in a record load factor of 84.6%,<br>2.0 percentage points higher than in 3Q24. |
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| § | CASK in 3Q25 was R$34.85 cents,<br>1.6% up compared to 3Q24, mainly due to 4.8% annual inflation, a 16.7% increase in the number of legal claims related to irregular operations<br>occurred mostly in 2024, and a 14.6% increase year-over-year in depreciation, partially offset by a 1.7% average appreciation of the Brazilian<br>real and a 13.2% reduction in fuel price, as well as several cost-reduction strategies related to productivity. In 3Q25, productivity<br>measured in ASKs per FTE increased an impressive 8.6%, and fuel consumption per ASK dropped 1.4% year-over-year. Compared to 2Q25, CASK<br>was down 2.0% mainly due to cost-reduction strategies already implemented as part of our restructuring process. |
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| § | Cash plus receivables was R$3.4<br>billion, 38.0% higher compared to 3Q24, representing 15.9% of the last twelve months’ revenues. In July, Azul accessed US$1.1 billion<br>of its US$1.6 billion DIP financing. Of this amount, US$910 million were used to pay down bridge loans, superiority notes, convertible<br>debentures and other debts, and US$200 million became additional liquidity for Azul. Accounts receivable rose 56.7% or R$958.3 million<br>compared to June 30, 2025, driven mainly by a deliberate reduction in factoring of credit card receivables. As of September 30, 2025,<br>the Company held over R$1.6 billion in credit card receivables, representing a readily available source of cash that can be accessed at<br>management’s discretion at a low spread to the risk-free rate. |
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| § | Most recently, Azul achieved<br>a key milestone in its restructuring, reaching a global settlement with its Unsecured Creditors Committee (UCC). This agreement led to<br>court approval of its revised Chapter 11 disclosure statement and authorization to solicit creditor votes, paving the way toward plan<br>confirmation and long-term financial stability. |
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| 1 |
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| Third Quarter<br><br>**Results**<br><br>2025 |
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Management Comments
Thanks to the passion of our crewmembers and our determination to transform Azul into an even stronger airline, we delivered another set of robust results in 3Q25. Total revenue grew an impressive 11.8% year over year, reaching an all-time record of R$5.7 billion, while our EBITDA expanded to a record of R$2.0 billion with a margin at 34.6%, reinforcing our position as one of the most profitable airlines in the world. This helped us to move forward with our plan to optimize our capital structure, which was burdened by the COVID-19 pandemic. Our strategy was not just about financial reorganization, but to re-create a robust, resilient, industry-leading airline – one that Customers will continue to love flying, at which Crewmembers will continue to love working, and that will create even more value for stakeholders.
RASK and PRASK reached record levels for a third quarter at R$ 44.76 cents and R$ 41.30 cents respectively, even with capacity increasing 7.1% year-over-year, a clear demonstration of the strength of our business model. Passenger demand grew 9.7% year-over-year, primarily driven by demand on international routes outpacing capacity growth, resulting in a record load factor of 84.6%. We are particularly encouraged by the progress in aircraft utilization, which reached 11.9 hours, a 4.1% increase over 3Q24 with further room for improvement. This outstanding performance was driven by our unique operational model and the successful execution of our optimized business plan, supported by the strength of our network, high-quality service, and operational efficiency.
We also made significant strides in accelerating the performance of our business units, which in 3Q25 accounted for 25.3% of total RASK and 29.7% of EBITDA. Azul Fidelidade, our loyalty program, continued its strong growth trajectory, surpassing 20 million members and representing 15.6% of total RASK in the quarter. Our vacations division Azul Viagens increased flown revenue by 29.5% year-over-year, driven by strong leisure market demand and supported by our dedicated vacations network. Our logistics arm Azul Cargo accelerated its growth, with total revenue up 16.5% year-over-year and EBITDA rising 24.1% over the same period.
During the quarter, we maintained our focus on cost reduction through savings measures initiated during the Chapter 11 process, resulting in a 2% CASK reduction compared to 2Q25. Productivity measured in ASKs per FTE rose an impressive 8.6% versus 3Q24, while fuel consumption per ASK decreased 1.4% year-over-year.
We closed the quarter with a liquidity position of R$3.4 billion, up 38.0% compared to 3Q24 and representing 15.9% of the last twelve months’ revenue. In July, we accessed US$1.1 billion of our US$1.6 billion DIP financing. Of this amount, US$910 million were used to pay down bridge loans, superiority notes, convertible debentures and other debts, and US$200 million became additional liquidity for Azul. We are pleased to report significant progress in our restructuring. In October, we reached a landmark global settlement with the Unsecured Creditors Committee (UCC), enabling amendments to our Chapter 11 reorganization plan and disclosure statement for Court approval. We also presented an updated business plan outlining Azul’s network and capacity strategy, along with revised estimates for cost-savings achieved through the Chapter 11 process. This plan confirms that Azul is on track to emerge with significantly reduced debt, lower lease liabilities, and substantially improved leverage, now projected at 2.5x upon emergence.
In November, the Court approved our disclosure statement, allowing us to begin soliciting votes on the plan of reorganization, and also approved our Backstop Commitment Agreement, securing US$650 million in committed support for our planned capitalization. We also entered into separate equity investment agreements with strategics partners United Airlines and American Airlines, totaling US$200 million in new funds for Azul at emergence, strengthening our capital structure and supporting the implementation of the plan. These milestones bring us closer to plan confirmation and the successful conclusion of our restructuring by February 2026.
We could not be more excited about the future. We are truly building Azul into a resilient, robust business plan focused on cash-generation, growing business units combined with industry-leading customer service and operational excellence. I want to thank our partners, crewmembers and customers for their continued support.
John Rodgerson, CEO of Azul S.A.
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| Third Quarter<br><br>**Results**<br><br>2025 |
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Consolidated Financial Results
The following income statement and operating data should be read in conjunction with the quarterly results comments presented below:
| Income statement (R$ million)¹ | 3Q25 | 3Q24 | % Δ | 9M25 | 9M24 | % ∆ |
|---|---|---|---|---|---|---|
| Operating Revenue | ||||||
| Passenger revenue | 5,294.1 | 4,762.8 | 11.2% | 14,890.4 | 12,978.9 | 14.7% |
| Cargo revenue and other | 442.9 | 366.8 | 20.7% | 1,183.4 | 1,001.9 | 18.1% |
| Total operating revenue | 5,737.0 | 5,129.6 | 11.8% | 16,073.8 | 13,980.8 | 15.0% |
| Operating Expenses | ||||||
| Aircraft fuel | (1,370.2) | (1,493.9) | -8.3% | (4,330.9) | (4,220.8) | 2.6% |
| Salaries and benefits | (597.0) | (647.9) | -7.9% | (1,989.8) | (1,978.5) | 0.6% |
| Depreciation and amortization | (717.4) | (626.1) | 14.6% | (2,295.4) | (1,852.0) | 23.9% |
| Other rent & ACMI | (172.2) | (76.5) | 125.0% | (450.7) | (196.5) | 129.4% |
| Airport fees | (315.9) | (287.1) | 10.0% | (950.3) | (768.9) | 23.6% |
| Traffic and customer servicing | (241.8) | (221.9) | 9.0% | (726.6) | (636.6) | 14.1% |
| Sales and marketing | (230.5) | (240.2) | -4.0% | (641.2) | (633.6) | 1.2% |
| Maintenance and repairs | (167.5) | (192.2) | -12.8% | (572.8) | (560.6) | 2.2% |
| Other | (654.3) | (316.6) | 106.6% | (1,895.4) | (864.1) | 119.3% |
| Total Operating Expenses | (4,466.7) | (4,102.4) | 8.9% | (13,852.9) | (11,711.7) | 18.3% |
| Operating Result | 1,270.4 | 1,027.2 | 23.7% | 2,220.9 | 2,269.1 | -2.1% |
| Operating margin | 22.1% | 20.0% | +2.1 p.p. | 13.8% | 16.2% | -2.4 p.p. |
| EBITDA | 1,987.8 | 1,653.3 | 20.2% | 4,516.3 | 4,121.1 | 9.6% |
| EBITDA margin | 34.6% | 32.2% | +2.4 p.p. | 28.1% | 29.5% | -1.4 p.p. |
| Financial Result | (1,914.5) | (636.8) | 200.7% | (788.6) | (6,476.0) | -87.8% |
| Financial income | 43.3 | 56.5 | -23.4% | 858.5 | 152.5 | 463.1% |
| Financial expenses² | (2,876.5) | (1,173.1) | 145.2% | (6,887.9) | (3,466.7) | 98.7% |
| Derivative financial instruments, net² | (0.0) | (122.1) | -100.0% | (20.0) | (120.8) | -83.4% |
| Foreign currency exchange, net | 918.7 | 601.9 | 52.6% | 5,260.9 | (3,041.0) | n.a. |
| Result Before Income Taxes | (644.2) | 390.4 | n.a. | 1,432.3 | (4,206.9) | n.a. |
| Income tax and social contribution | - | (0.7) | n.a. | (0.0) | (1.0) | n.a. |
| Deferred income tax and social contribution | - | - | n.a. | - | 39.5 | n.a. |
| Net Result² | (644.2) | 389.7 | n.a. | 1,432.3 | (4,168.3) | n.a. |
| Net margin | -11.2% | 7.6% | n.a. | 8.9% | -29.8% | n.a. |
| Adjusted Net Result² ³ | (1,562.9) | (125.8) | 1141.9% | (3,855.3) | (1,057.8) | 264.5% |
| Adjusted net margin² ³ | -27.2% | -2.5% | -24.8 p.p. | -24.0% | -7.6% | -16.4 p.p. |
| Shares outstanding⁴ | 856.2 | 347.7 | 146.2% | 788.1 | 347.7 | 126.7% |
| EPS | (0.75) | 1.12 | n.a. | 1.82 | (11.99) | n.a. |
| EPS (US$) | (0.14) | 0.20 | n.a. | 0.32 | (2.29) | n.a. |
| EPADR (US$) | (0.41) | 0.61 | n.a. | 0.96 | (6.87) | n.a. |
| Adjusted EPS³ | (1.83) | (0.36) | 404.4% | (4.89) | (3.04) | 60.8% |
| Adjusted EPS³ (US$) | (0.34) | (0.07) | 413.3% | (0.87) | (0.58) | 48.9% |
| Adjusted EPADR³ (US$) | (1.01) | (0.20) | 413.3% | (2.60) | (1.74) | 48.9% |
¹ Operating results were adjusted for non-recurring items totaling R$ 596.8 million in 3Q25. For more information see page 10.
² Excludes conversion rights related to convertible debentures.
³ Adjusted for unrealized derivative results and foreign currency. One ADR equals three preferred shares (PNs).
⁴ Shares outstanding do not include dilution related to convertible and equity instruments.
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| Third Quarter<br><br>**Results**<br><br>2025 |
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|---|---|---|---|---|---|---|
| --- | --- | --- | --- | --- | --- | --- |
| ASK (million) | 12,818 | 11,967 | 7.1% | 38,448 | 33,962 | 13.2% |
| Domestic | 9,643 | 9,533 | 1.2% | 29,537 | 27,372 | 7.9% |
| International | 3,176 | 2,434 | 30.5% | 8,911 | 6,590 | 35.2% |
| RPK (million) | 10,846 | 9,888 | 9.7% | 31,739 | 27,395 | 15.9% |
| Domestic | 8,134 | 7,776 | 4.6% | 24,219 | 21,731 | 11.4% |
| International | 2,712 | 2,112 | 28.4% | 7,520 | 5,663 | 32.8% |
| Load factor (%) | 84.6% | 82.6% | +2.0 p.p. | 82.6% | 80.7% | +1.9 p.p. |
| Domestic | 84.3% | 81.6% | +2.8 p.p. | 82.0% | 79.4% | +2.6 p.p. |
| International | 85.4% | 86.8% | -1.4 p.p. | 84.4% | 85.9% | -1.5 p.p. |
| Average fare (R$) | 656.2 | 588.6 | 11.5% | 621.5 | 571.7 | 8.7% |
| Passengers (thousands) | 8,067 | 8,091 | -0.3% | 23,960 | 22,704 | 5.5% |
| Block hours | 143,883 | 146,604 | -1.9% | 437,560 | 420,648 | 4.0% |
| Aircraft utilization (hours per day)² | 11.9 | 11.5 | 4.1% | 11.8 | 11.4 | 3.6% |
| Departures | 77,428 | 83,449 | -7.2% | 236,536 | 241,378 | -2.0% |
| Average stage length (km) | 1,301 | 1,183 | 10.0% | 1,288 | 1,162 | 10.8% |
| End of period operating passenger aircraft | 185 | 186 | -0.5% | 185 | 186 | -0.5% |
| Fuel consumption (thousands of liters) | 358,265 | 339,093 | 5.7% | 1,076,616 | 972,818 | 10.7% |
| Fuel consumption per ASK | 27.9 | 28.3 | -1.4% | 28.0 | 28.6 | -2.2% |
| ASK per FTE (thousand) | 861.1 | 792.7 | 8.6% | 2,582.8 | 2,249.7 | 14.8% |
| Full-time-equivalent employees | 14,886 | 15,096 | -1.4% | 14,886 | 15,096 | -1.4% |
| End of period FTE per aircraft | 80 | 81 | -0.9% | 80 | 81 | -0.9% |
| Yield (R$ cents) | 48.81 | 48.17 | 1.3% | 46.92 | 47.38 | -1.0% |
| RASK (R$ cents) | 44.76 | 42.87 | 4.4% | 41.81 | 41.17 | 1.6% |
| PRASK (R$ cents) | 41.30 | 39.80 | 3.8% | 38.73 | 38.22 | 1.3% |
| CASK (R$ cents) | 34.85 | 34.28 | 1.6% | 36.03 | 34.48 | 4.5% |
| CASK ex-fuel (R$ cents) | 24.16 | 21.80 | 10.8% | 24.77 | 22.06 | 12.3% |
| Fuel cost per liter (R$) | 3.82 | 4.41 | -13.2% | 4.02 | 4.34 | -7.3% |
| Break-even load factor (%) | 65.9% | 66.1% | -0.2 p.p. | 71.1% | 67.6% | +3.6 p.p. |
| Average exchange rate (R$ per US$) | 5.45 | 5.55 | -1.7% | 5.65 | 5.24 | 8.0% |
| End of period exchange rate | 5.32 | 5.45 | -2.4% | 5.32 | 5.45 | -2.4% |
| Inflation (IPCA/LTM) | 4.81% | 4.24% | +0.6 p.p. | 4.81% | 4.24% | +0.6 p.p. |
| WTI (average per barrel, US$) | 65.21 | 73.21 | -10.9% | 65.95 | 77.44 | -14.8% |
| Heating oil (US$ per gallon) | 2.30 | 2.32 | -0.7% | 2.28 | 2.51 | -9.2% |
¹ Operating results were adjusted for non-recurring items totaling R$ 596.8 million in 3Q25. For more information see page 10.
² Excludes Cessna aircraft and freighters.
Operating Revenue
In 3Q25, Azul’s total operating revenues increased R$607.4 million, reaching an all-time record of more than R$5.7 billion, 11.8% higher than 3Q24 mainly due to a healthy demand environment, robust ancillary revenues and the notable performance of our businesses units.
Cargo revenue and other totaled R$442.9 million, 20.7% higher than 3Q24, mainly due to a better performance in our international cargo operation. In 3Q25, international cargo revenues increased a remarkable 24% year-over-year, with healthy margins.
Even with a capacity increase of 7.1%, our RASK and PRASK were at a record levels for a third quarter at R$44.76 cents and R$41.30 cents respectively, due to the sustainable competitive advantages of our unique business model. In 3Q25, business units accounted for 25.3% of RASK and 29.7% of EBITDA at more than R$412 million.
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| Third Quarter<br><br>**Results**<br><br>2025 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Operating revenue per ASK | ||||||||||||
| Passenger revenue | 41.30 | 39.80 | 3.8% | 38.73 | 38.22 | 1.3% | ||||||
| Cargo revenue and other | 3.46 | 3.07 | 12.7% | 3.08 | 2.95 | 4.3% | ||||||
| Operating revenue (RASK) | 44.76 | 42.87 | 4.4% | 41.81 | 41.17 | 1.6% | ||||||
| Operating expenses per ASK | ||||||||||||
| Aircraft fuel | (10.69) | (12.48) | -14.4% | (11.26) | (12.43) | -9.4% | ||||||
| Salaries and benefits | (4.66) | (5.41) | -14.0% | (5.18) | (5.83) | -11.2% | ||||||
| Depreciation and amortization | (5.60) | (5.23) | 7.0% | (5.97) | (5.45) | 9.5% | ||||||
| Other rent & ACMI | (1.34) | (0.64) | 110.0% | (1.17) | (0.58) | 102.6% | ||||||
| Airport fees | (2.46) | (2.40) | 2.7% | (2.47) | (2.26) | 9.2% | ||||||
| Traffic and customer servicing | (1.89) | (1.85) | 1.7% | (1.89) | (1.87) | 0.8% | ||||||
| Sales and marketing | (1.80) | (2.01) | -10.4% | (1.67) | (1.87) | -10.6% | ||||||
| Maintenance and repairs | (1.31) | (1.61) | -18.6% | (1.49) | (1.65) | -9.7% | ||||||
| Other operating expenses | (5.10) | (2.65) | 92.9% | (4.93) | (2.54) | 93.7% | ||||||
| Total operating expenses (CASK) | (34.85) | (34.28) | 1.6% | (36.03) | (34.48) | 4.5% | ||||||
| Operating income per ASK (RASK-CASK) | 9.91 | 8.58 | 15.5% | 5.78 | 6.68 | -13.5% |
¹ Operating results were adjusted for non-recurring items totaling R$ 596.8 million in 3Q25. For more information see page 10.
Operating Expenses
In 3Q25, operating expenses totaled R$4.5 billion, 8.9% higher than 3Q24. Costs per ASK (CASK) increased 1.6% to R$34.85 cents mainly explained by a 4.8% inflation in the period, a 16.7% increase in number of legal claims related to irregular operations occurred mostly in 2024, and a 30.5% increase in international capacity, which have higher rates, partially offset by a 1.7% appreciation of the Brazilian real against the US dollar, higher productivity and a 13.2% reduction in fuel price.
The breakdown of our main operating expenses compared to 3Q24 is as follows:
| § | Aircraft fuel decreased<br>8.3% to R$1,370.2 million mostly due to a 13.2% reduction in fuel price per liter (excluding hedges), partially offset by a 7.1% increase<br>in total capacity. On a per-ASK basis, aircraft fuel reduced 14.4% mainly due to a reduction of 1.4% in fuel burn per ASK as a result<br>of the growth in our next-generation fleet and a reduction in fuel prices. |
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| § | Salaries and benefits<br>reduced 7.9% or R$50.9 million compared to 3Q24, mainly driven by higher productivity through a reduction in FTE and 1.9% reduction in<br>block hours, partially offset by our capacity increase of 7.1% and a 4.8% union increase in salaries as a result of collective bargaining<br>agreements with unions applicable to all airline employees in Brazil. Salaries per ASK dropped 14.0%, driven by higher productivity and<br>several cost-reduction strategies already implemented. |
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| § | Depreciation and amortization<br>increased 14.6% or R$91.3 million, driven by the increase in the size of our fleet compared to 3Q24 as a result of the fleet transformation<br>process, which increased the right-of-use assets recognized at a higher foreign exchange rate, and the increase in spare engines due to<br>supply issues with OEMs. On a per-ASK basis, depreciation and amortization increased 7.0% mainly due to the addition of 13 E2s aircraft<br>compared to 3Q24. |
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| § | Other rent & ACMI increased<br>R$95.7 million compared to 3Q24, mainly impacted by the start of our ACMI partnership in December 2024 and higher number of engine short-term<br>lease to mitigate irregular operations caused by OEM performance and supply issues. |
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| § | Airport fees increased<br>10.0% or R$28.8 million and increased 2.7% mostly on a per-ASK basis, due to a 1.2% increase in domestic capacity and a 30.5% increase<br>in international capacity, which have higher rates denominated in dollars. |
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| 5 |
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| Third Quarter<br><br>**Results**<br><br>2025 |
| --- | | § | Traffic and customer servicing<br>increased 9.0% or R$19.9 million, primarily due the increase in international departures which have higher expenses and 4.8% inflation<br>in the period, partially offset by the optimization of our onboard services. On a per-ASK basis, traffic and customer servicing increased<br>1.7%. | | --- | --- | | § | Sales and marketing reduced<br>4.0% or R$9.7 million, mostly driven by the shift to a lower capacity growth strategy. On a per-ASK basis, sales and marketing decreased<br>10.4%. | | --- | --- | | § | Maintenance and repairs<br>reduced 12.8% compared to 3Q24, mainly due to the savings from insourcing of maintenance events and renegotiations with suppliers and<br>the 1.7% appreciation of the Brazilian real against the US dollar. Maintenance and repairs per ASK decreased 18.6%. | | --- | --- | | § | Other increased R$337.7<br>million, mainly due to a 16.7% increase in the number<br>of legal claims related to irregular operations occurred mostly in 2024, and a 4.8% annual inflation.<br>From March onwards, we have seen significant improvement in our operational performance, which translated into an NPS recovery of almost<br>35 points in September 2025 compared to December 2024. | | --- | --- |
Non-Operating Results
| Net financial results (R$ million)¹ | 3Q25 | 3Q24 | % Δ | 9M25 | 9M24 | % ∆ |
|---|---|---|---|---|---|---|
| Net financial expenses | (2,833.3) | (1,116.5) | 153.8% | (6,029.4) | (3,314.2) | 81.9% |
| Derivative financial instruments, net | (0.0) | (122.1) | -100.0% | (20.0) | (120.8) | -83.4% |
| Foreign currency exchange, net | 918.7 | 601.9 | 52.6% | 5,260.9 | (3,041.0) | n.a. |
| Net financial results | (1,914.5) | (636.8) | 200.7% | (788.6) | (6,476.0) | -87.8% |
¹ Excludes the conversion right related to the convertible debentures.
Net financial expenses were R$2,833.3 million in the quarter, mainly due to a R$1,205 million in interest on loans and financing accrued in 3Q25, R$665 million in accrued interest related to leases recognized as financial expense as determined by IFRS16 rules, R$473 million in amortized cost of loans and financing, R$98 million in financial operations costs, and R$58 million in interest on credit card receivables factoring. Excluding financial expenses related to debt that will be equitized at emergence, net financial expenses would have been roughly R$800 million.
Derivativefinancial instruments, net were almost zero in 3Q25. As of September 30, 2025, Azul had hedged approximately 6% of its expected fuel consumption for the next twelve months by using forward contracts, options, and pre-determined pricing agreements with our fuel suppliers.
Foreigncurrency exchange, net registered a net gain of R$918.7 million in 3Q25 due to the 2.5% end of period appreciation of the Brazilian real against the US dollar versus 2Q25, resulting in a decrease in lease liabilities and loans denominated in foreign currency.
| 6 |
| --- |
| Third Quarter<br><br>**Results**<br><br>2025 |
| --- |
Liquidity and Financing
Azul ended the third quarter with total liquidity of R$8.8 billion including short-term investments, accounts receivable, security deposits and maintenance reserves. Immediate liquidity as of September 30, 2025 was R$3.4 billion, representing 15.9% of our LTM revenues. In July, Azul accessed US$1.1 billion of its US$1.6 billion DIP financing. Of this amount, US$910 million were used to pay down bridge loans, superiority notes, convertible debentures and other debts, and US$200 million became additional liquidity for Azul.
Accounts receivable rose 56.7%, or R$958.3 million, compared to June 30, 2025, driven mainly by a deliberate reduction in the factoring of credit card receivables. In Brazil, these receivables are predominantly tied to tickets already flown, eliminating cardholder credit risk and allowing for immediate access to funds without holdbacks. This structure provides Azul with significant liquidity flexibility, as receivables can be advanced at minimal cost when needed. As of September 30, 2025, the Company held over R$1.6 billion in credit card receivables, representing a readily available source of cash.
| Liquidity (R$ million) | 3Q25 | 2Q25 | % Δ | 3Q24 | % Δ |
|---|---|---|---|---|---|
| Cash and cash equivalents | 652.6 | 1,458.8 | -55.3% | 1,082.2 | -39.7% |
| Short-term investments | 143.3 | 142.4 | 0.6% | 57.0 | 151.5% |
| Accounts receivable | 2,647.6 | 1,689.3 | 56.7% | 1,356.7 | 95.1% |
| Immediate liquidity | 3,443.5 | 3,290.5 | 4.6% | 2,495.9 | 38.0% |
| Cash as % of LTM revenue | 15.9% | 15.7% | +0.3 p.p. | 13.1% | +2.8 p.p. |
| TAP Bond | 969.6 | 991.9 | -2.3% | 912.9 | 6.2% |
| Long-term investments and receivables | -- | - | n.a. | 53.9 | n.a. |
| Security deposits and maintenance reserves | 4,382.4 | 3,535.3 | 24.0% | 2,816.6 | 55.6% |
| Total Liquidity | 8,795.5 | 7,817.7 | 12.5% | 6,279.3 | 40.1% |
Compared to 2Q25, gross debt increased R$2,904.8 million to R$37,315.2 million, mostly due to the roughly R$6.0 billion DIP financing raised in the quarter as part of our restructuring process, partially offset by the bridge loan and superpriority note repayment, and the 2.5% end of period appreciation of the Brazilian real against the US dollar, which decreased our dollar-denominated lease liabilities and loans. Excluding lease liabilities that will be extinguished and loans and financing that will be equitized, our gross debt would have been around R$20 billion.
| Loans and financing (R$ million)¹ | 3Q25 | 2Q25 | % Δ | 3Q24 | % Δ |
|---|---|---|---|---|---|
| Lease liabilities | 15,645.1 | 16,304.3 | -4.0% | 13,620.6 | 14.9% |
| Lease notes | 730.9 | 722.3 | 1.2% | 1,162.2 | -37.1% |
| Finance lease liabilities | 613.3 | 594.8 | 3.1% | 647.2 | -5.2% |
| Other aircraft loans and financing | 984.6 | 1,068.7 | -7.9% | 707.9 | 39.1% |
| Loans and financing | 19,341.4 | 15,720.4 | 23.0% | 11,818.8 | 63.6% |
| % of non-aircraft debt in local currency | 7% | 5% | +1.3 p.p. | 13% | -6.6 p.p. |
| % of total debt in local currency | 3% | 2% | +0.2 p.p. | 6% | -3.2 p.p. |
| Gross debt | 37,315.2 | 34,410.4 | 8.4% | 27,956.6 | 33.5% |
¹ Considers the effect of hedges on debt. Excludes convertible debentures, and OEM notes.
The table below presents additional information related to our loans and financing payments in 3Q25:
| Loans and financing payments (R$ million) | 3Q25 | 2Q25 | % Δ | 3Q24 | % Δ |
|---|---|---|---|---|---|
| Loans and financing repayments | 46.5 | 194.2 | -76.1% | 125.4 | -63.0% |
| Interest on loans and financing | 32.4 | 77.0 | -57.9% | 341.5 | -90.5% |
| Total loans and financing payments | 78.9 | 271.2 | -70.9% | 467.0 | -83.1% |
| 7 |
| --- |
| Third Quarter<br><br>**Results**<br><br>2025 |
| --- |
The table below presents additional information related to our interest payments in 3Q25:
| Interest payments (R$ million) | 3Q25 | 2Q25 | % Δ | 3Q24 | % Δ |
|---|---|---|---|---|---|
| Interest on loans and financing | 32.4 | 77.0 | -57.9% | 341.5 | -90.5% |
| Interest on leases | 86.0 | 39.9 | 115.6% | 166.6 | -48.4% |
| Interest on leases - notes and equity | (0.0) | 52.5 | n.a. | 17.5 | n.a. |
| Interest on convertible instruments | - | 42.1 | n.a. | - | n.a. |
| Interest on factoring credit card receivables | 57.8 | 111.5 | -48.1% | 84.3 | -31.4% |
| Other interest | 2.6 | 2.5 | 3.9% | 63.9 | -96.0% |
| Total interest payments | 178.8 | 325.5 | -45.1% | 673.8 | -73.5% |
As of September 30, 2025, Azul’s average debt maturity excluding lease liabilities and convertible debentures was 2.0 years, with an average interest rate of 13.2%. Average interest rate on local and dollar-denominated obligations were equivalent to CDI + 4% and 13.0% respectively.
Azul’s leverage ratio measured as net debt to LTM EBITDA was 5.1x, mainly due to the appreciation of the Brazilian real against the US dollar this year, which impacted our dollar-denominated debt, in addition to the R$6.0 billion debt raised in the quarter as part of our restructuring plan. This leverage does not consider the conversion of the 1L and 2Ls into equity as part of the Chapter 11 plan, which is expected to reduce leverage to 2.5x at emergence.
| Key financial ratios (R$ million) | 3Q25 | 2Q25 | % Δ | 3Q24 | % Δ |
|---|---|---|---|---|---|
| Cash¹ | 4,413.1 | 4,282.4 | 3.1% | 3,462.7 | 27.4% |
| Gross debt² | 37,315.2 | 34,410.4 | 8.4% | 27,956.6 | 33.5% |
| Net debt | 32,902.2 | 30,128.0 | 9.2% | 24,493.9 | 34.3% |
| Net debt / EBITDA (LTM) | 5.1x | 4.9x | 0.2x | 4.4x | 0.7x |
¹ Includes cash, cash equivalents, receivables, short and long-term investments.
² Excludes convertible debentures and OEM notes.
Fleet
As of September 30, 2025, Azul had a passenger operating fleet of 185 aircraft with an average aircraft age of 7.3 years excluding Cessna aircraft.
| Passenger Operating Fleet | 3Q25 | 2Q25 | % Δ | 3Q24 | % Δ |
|---|---|---|---|---|---|
| Airbus widebody | 12 | 12 | - | 12 | - |
| Airbus narrowbody | 57 | 57 | - | 57 | - |
| Embraer E2 | 37 | 35 | 5.7% | 24 | 54.2% |
| Embraer E1 | 25 | 28 | -10.7% | 33 | -24.2% |
| ATR | 31 | 31 | - | 36 | -13.9% |
| Cessna | 23 | 23 | - | 24 | -4.2% |
| Total passenger operating fleet | 185 | 186 | -0.5% | 186 | -0.5% |
The table below presents additional information related to our lease payments in 3Q25:
| Lease payments (R$ million) | 3Q25 | 2Q25 | % Δ | 3Q24 | % Δ |
|---|---|---|---|---|---|
| Lease repayments | 617.2 | 696.3 | -11.4% | 667.1 | -7.5% |
| Interest on leases | 86.0 | 39.9 | 115.6% | 166.6 | -48.4% |
| Total lease payments¹ | 703.2 | 736.2 | -4.5% | 833.7 | -15.7% |
¹ The difference between the total lease payment presented above and lease payments shown on "Note 19.2 Leases" in the Interim Condensed Financial Statements is due to non-cash offsets occurred in the period.
| 8 |
| --- |
| Third Quarter<br><br>**Results**<br><br>2025 |
| --- |
Capex
Capital expenditures as presented in our cash flows from investing activities excluding short-term investment totaled R$117.2 million in 3Q25, mostly due to the capitalization of engine overhauls and the acquisition of spare parts in the quarter. This does not include prepayments and maintenance reserves.
| Capex (R$ million) | 3Q25 | 3Q24 | % Δ | 9M25 | 9M24 | % Δ |
|---|---|---|---|---|---|---|
| Aircraft and maintenance and checks | 61.9 | 186.8 | -66.9% | 198.0 | 548.6 | -63.9% |
| Intangible assets | 27.5 | 41.7 | -34.2% | 74.9 | 120.1 | -37.7% |
| Pre-delivery payments | - | - | n.a. | - | 276.8 | n.a. |
| Other | 27.9 | 18.9 | 47.2% | 46.1 | 53.6 | -14.0% |
| Capex | 117.2 | 247.5 | -52.6% | 319.0 | 999.2 | -68.1% |
| Sale and leaseback | - | -12.4 | n.a. | -30.7 | -22.7 | 35.4% |
| Net capex | 117.2 | 235.1 | -50.1% | 288.3 | 976.5 | -70.5% |
Including prepayments and maintenance reserves that impacted working capital, capital expenditures totaled R$502.3 million in 3Q25.
| Capex including prepayments and reserves (R$ million) | 3Q25 | 3Q24 | % Δ | 9M25 | 9M24 | % Δ |
|---|---|---|---|---|---|---|
| Net capex from sales and leaseback | 117.2 | 235.1 | -50.1% | 288.3 | 976.5 | -70.5% |
| Engine Financing | 44.1 | 0.9 | 4826.1% | 128.8 | 0.9 | 14288.6% |
| Prepayments and reserves | 341.0 | 319.0 | 6.9% | 908.6 | 1,310.8 | -30.7% |
| Total capex including prepayment and reserves | 502.3 | 555.0 | -9.5% | 1,325.7 | 2,288.2 | -42.1% |
| 9 |
| --- |
| Third Quarter<br><br>**Results**<br><br>2025 |
| --- |
Non-Recurring Items Reconciliation
The operating results presented in this release include items that we deem non-recurring and that should not be considered when making comparisons to prior or future periods.
In 3Q25, our operating results were adjusted for non-recurring items totaling R$596.8 million mainly related to:
| § | Salaries and benefits:<br>R$15.0 million due to payroll expenses related to restructuring process and maintenance of aircraft slated to be rejected. |
|---|---|
| § | Other rent and ACMI: R$105.7<br>million in new provisions related to engine rent due to OEM contract termination. |
| --- | --- |
| § | Airport fees: R$8.7 million<br>due to parking fees for aircraft slated to be rejected. |
| --- | --- |
| § | Maintenance and repairs:<br>R$19.4 million maintenance costs related to aircraft slated to be rejected. |
| --- | --- |
| § | Other: R$447.9 million<br>in restructuring advisor fees and other redelivery provision and costs related to aircraft slated to be rejected. |
| --- | --- |
The table below provides a reconciliation of our reported amounts to the adjusted amounts excluding non-recurrent items:
| 3Q25 Non-recurring Adjustments | As recorded | Adjustments | Adjusted |
|---|---|---|---|
| Operating Revenue | |||
| Passenger revenue | 5,294.1 | - | 5,294.1 |
| Cargo revenue and other | 442.9 | - | 442.9 |
| Total operating revenue | 5,737.0 | - | 5,737.0 |
| Operating Expenses | |||
| Aircraft fuel | 1,370.2 | - | 1,370.2 |
| Salaries and benefits | 611.9 | (15.0) | 597.0 |
| Depreciation and amortization | 717.4 | - | 717.4 |
| Other rent & ACMI | 278.0 | (105.7) | 172.2 |
| Airport fees | 324.6 | (8.7) | 315.9 |
| Traffic and customer servicing | 241.8 | - | 241.8 |
| Sales and marketing | 230.5 | 0.0 | 230.5 |
| Maintenance and repairs | 186.9 | (19.4) | 167.5 |
| Other | 1,102.2 | (447.9) | 654.3 |
| Total Operating Expenses | 5,063.5 | (596.8) | 4,466.7 |
| Operating Result | 673.6 | 596.8 | 1,270.4 |
| Operating margin | 11.7% | +10.4 p.p. | 22.1% |
| EBITDA | 1,391.0 | 596.8 | 1,987.8 |
| EBITDA margin | 24.2% | +10.4 p.p. | 34.6% |
| 10 |
| --- |
| Third Quarter<br><br>**Results**<br><br>2025 |
| --- |
Environmental,Social and Governance (“ESG”) Responsibility
The table below presents Azul’s key ESG information according to the Sustainability Accounting Standards Board (SASB) standard for the airline industry:
| ESG Key Indicators | 3Q25 | 2Q25 | % Δ |
|---|---|---|---|
| Environmental | |||
| Fuel | |||
| Total fuel consumed per ASK (GJ / ASK) | 1,050 | 1,053 | -0.3% |
| Total fuel consumed (GJ x 1000) | 13,458 | 13,506 | -0.4% |
| Fleet | |||
| Average age of operating fleet¹ (years) | 7.3 | 7.2 | 1.2% |
| Social | |||
| Labor Relations | |||
| Employee gender: male (%) | 59.0% | 59.0% | - |
| Employee gender: female (%) | 41.0% | 41.0% | - |
| Employee monthly turnover (%) | 0.9% | 0.7% | 0.2 p.p. |
| Employee covered under collective bargaining agreements (%) | 100% | 100% | - |
| Volunteers (#) | 7,445 | 7,380 | 0.9% |
| Governance | |||
| Management | |||
| Independent directors (%) | 89% | 89% | - |
| Percent of Board members that are women (%) | 22% | 22% | - |
| Board of Directors' average age (years) | 54 | 54 | 0.5% |
| Director meeting attendance (%) | 100% | 100% | - |
| Board size (#) | 9 | 9 | - |
| Participation of women in leadership positions (%) | 37% | 37% | - |
¹ Excludes Cessna aircraft.
Conference Call
Due to the voluntary filing for reorganization and debt restructuring under Chapter 11 protection in the United States, the Company will not be holding an investor conference call following the results release.
About Azul
Azul S.A. (B3: AZUL4; OTC: AZULQ), the largest airline in Brazil in terms of cities served, offers more than 800 daily flights to 137 destinations. With an operational fleet of around 200 aircraft and over 14,000 crew members, the company operates a network of 250 direct routes. Azul was named by Cirium (a leading aviation data analytics company) as the 2nd most punctual airline in the world in 2023. In 2020, Azul was awarded as the best airline in the world by TripAdvisor, marking the first time a Brazilian airline achieved first place in the Traveler’s Choice Awards. For more information visit ri.voeazul.com.br/en/.
| Contact:<br><br><br><br>Investor Relations<br><br><br>Tel: +55 11 4831 2880<br><br><br>invest@voeazul.com.br | MediaRelations<br><br> <br>Tel: +55 11 4831 1245<br><br> <br>imprensa@voeazul.com.br |
|---|
| 11 |
| --- |
| Third Quarter<br><br>**Results**<br><br>2025 |
| --- |
Balance Sheet – IFRS
| (R$ million) | September 30, 2025 | June 30, 2025 | September 30, 2024 |
|---|---|---|---|
| Assets | 27,626.2 | 26,897.0 | 23,404.2 |
| Current assets | 7,298.8 | 7,180.1 | 5,011.2 |
| Cash and cash equivalents | 652.6 | 1,458.8 | 1,082.2 |
| Short-term investments | 1,112.9 | 1,134.3 | 57.0 |
| Accounts receivable | 2,647.6 | 1,689.3 | 1,356.7 |
| Inventories | 1,022.2 | 988.1 | 1,026.5 |
| Security deposits and maintenance reserves | 414.0 | 329.7 | 596.4 |
| Taxes recoverable | 241.0 | 210.8 | 221.5 |
| Prepaid expenses | 327.5 | 257.2 | 194.6 |
| Other current assets | 880.9 | 1,111.9 | 476.2 |
| Non-current assets | 20,327.4 | 19,716.9 | 18,393.0 |
| Long-term investments | - | - | 966.8 |
| Security deposits and maintenance reserves | 3,968.4 | 3,205.7 | 2,220.2 |
| Other non-current assets | 651.9 | 516.7 | 518.0 |
| Right of use – leased aircraft and other assets | 9,505.0 | 9,824.3 | 9,040.8 |
| Right of use – maintenance of leased aircraft | 1,778.0 | 1,684.3 | 1,154.5 |
| Property and equipment | 2,877.9 | 2,919.4 | 2,973.5 |
| Intangible assets | 1,546.3 | 1,566.5 | 1,519.3 |
| Liabilities and equity | 27,626.2 | 26,897.0 | 23,404.2 |
| Current liabilities | 26,828.3 | 21,363.7 | 18,521.9 |
| Loans and financing | 11,291.8 | 4,962.0 | 1,560.7 |
| Convertible instruments | 54.4 | 30.7 | 69.0 |
| Leases | 3,965.4 | 4,100.6 | 3,812.1 |
| Lease notes | 62.9 | 53.1 | 107.4 |
| Lease equity | - | - | 874.0 |
| Accounts payable | 3,477.6 | 3,576.9 | 3,699.1 |
| Factoring | - | - | 50.0 |
| Air traffic liability | 6,006.9 | 6,530.7 | 5,813.0 |
| Salaries and benefits | 610.2 | 563.2 | 564.3 |
| Insurance payable | 14.8 | 6.9 | 4.2 |
| Taxes payable | 105.6 | 97.1 | 168.9 |
| Derivative financial instruments | - | - | 117.4 |
| Provisions | 405.2 | 500.4 | 662.5 |
| Airport fees | 711.5 | 756.2 | 691.8 |
| Other | 122.0 | 185.8 | 327.5 |
| Non-current liabilities | 28,204.6 | 31,573.8 | 30,918.3 |
| Loans and financing | 9,034.1 | 11,827.1 | 10,966.0 |
| Convertible instruments | 495.9 | 641.6 | 1,171.1 |
| Leases | 12,293.0 | 12,798.4 | 10,455.7 |
| Lease notes | 668.0 | 669.2 | 1,054.8 |
| Lease equity | - | - | 1,467.0 |
| Accounts payable | 1,534.8 | 1,370.5 | 1,199.2 |
| Provision | 2,468.2 | 2,509.3 | 2,967.8 |
| Airport fees | 733.9 | 756.8 | 748.0 |
| Other non-current liabilities | 976.7 | 1,000.9 | 888.6 |
| Equity | (27,406.7) | (26,040.5) | (26,036.0) |
| Issued capital | 7,060.8 | 7,060.8 | 2,315.6 |
| Capital reserve | (1,407.0) | (1,406.0) | 2,055.5 |
| Treasury shares | (3.1) | (4.3) | (4.3) |
| Accumulated other comprehensive result | 5.9 | 5.9 | 3.1 |
| Accumulated losses | (33,063.3) | (31,696.9) | (30,405.9) |
| 12 |
| --- |
| Third Quarter<br><br>**Results**<br><br>2025 |
| --- |
Cash FlowStatement – IFRS
| (R$ million) | 3Q25 | 3Q24 | % Δ | 9M25 | 9M24 | % Δ |
|---|---|---|---|---|---|---|
| Cash flows from operating activities | ||||||
| Net profit (loss) for the period | (1,366.5) | 121.2 | n.a. | 1,755.2 | (4,738.7) | n.a. |
| Total non-cash adjustments | ||||||
| Depreciation and amortization | 717.4 | 626.1 | 14.6% | 2,295.4 | 1,852.0 | 23.9% |
| Unrealized derivatives | 137.4 | 305.1 | -55.0% | (723.3) | (53.3) | 1257.0% |
| Exchange gain and (losses) in foreign currency | (886.2) | (697.3) | 27.1% | (5,438.7) | 3,292.2 | n.a. |
| Financial income and expenses, net | 2,727.6 | 1,279.4 | 113.2% | 6,211.8 | 3,694.3 | 68.1% |
| Provisions | 108.9 | (148.4) | n.a. | 193.5 | (114.7) | n.a. |
| Result from modification of lease and provision | 6.6 | (24.2) | n.a. | (1,286.3) | (113.1) | 1037.3% |
| Other | (99.0) | (424.6) | -76.7% | (20.4) | (965.5) | -97.9% |
| Changes in operating assets and liabilities | ||||||
| Trade and other receivables | (939.6) | (116.7) | 705.3% | (918.3) | 131.3 | n.a. |
| Security deposits and maintenance reserves | (133.1) | (55.8) | 138.7% | (407.5) | (286.3) | 42.3% |
| Other assets | (394.6) | (83.0) | 375.3% | (657.8) | (410.9) | 60.1% |
| Derivatives | - | (35.8) | n.a. | (46.8) | (51.2) | -8.6% |
| Accounts payable | (95.6) | 236.2 | n.a. | (585.3) | 686.9 | n.a. |
| Salaries and benefits | 78.2 | 50.5 | 55.0% | 185.1 | 146.9 | 26.0% |
| Air traffic liability | (433.4) | 259.1 | n.a. | (61.8) | 756.8 | n.a. |
| Provisions | (162.6) | (108.8) | 49.5% | (470.5) | (308.9) | 52.3% |
| Other liabilities | (163.9) | 184.6 | n.a. | (211.4) | 87.9 | n.a. |
| Interest paid | (178.8) | (673.8) | -73.5% | (1,271.2) | (1,796.9) | -29.3% |
| Interest on loans and financing | (32.4) | (341.5) | -90.5% | (469.5) | (962.2) | -51.2% |
| Interest on leases | (86.0) | (166.6) | -48.4% | (281.0) | (402.6) | -30.2% |
| Interest on leases - notes and equity | 0.0 | (17.5) | n.a. | (61.3) | (33.4) | 83.9% |
| Interest on convertible instruments | - | - | n.a. | (175.2) | (76.4) | 129.4% |
| Interest on factoring credit card receivables | (57.8) | (84.3) | -31.4% | (278.4) | (244.4) | 13.9% |
| Other interest | (2.6) | (63.9) | -96.0% | (5.7) | (78.0) | -92.7% |
| Net cash generated (used) by operating activities | (1,077.0) | 693.8 | n.a. | (1,458.4) | 1,808.7 | n.a. |
| Cash flows from investing activities | ||||||
| Short-term investment | 0.0 | 1.4 | -99.9% | (22.4) | (106.0) | -78.9% |
| Cash received on sale of property and equipment | - | - | n.a. | 7.3 | - | n.a. |
| Sales and leaseback | - | 12.4 | n.a. | 30.7 | 22.7 | 35.4% |
| Acquisition of subsidiary, net of cash acquired | (5.9) | - | n.a. | (5.9) | - | n.a. |
| Acquisition of intangible | (27.5) | (41.7) | -34.2% | (74.9) | (120.1) | -37.7% |
| Acquisition of property and equipment | (89.7) | (205.7) | -56.4% | (244.1) | (879.1) | -72.2% |
| Net cash generated (used) in investing activities | (123.1) | (233.7) | -47.3% | (309.3) | (1,082.6) | -71.4% |
| Cash flows from financing activities | ||||||
| Loans and financing | ||||||
| Proceeds | 1,115.5 | 20.0 | 5477.5% | 6,233.5 | 2,299.9 | 171.0% |
| Repayment | (46.5) | (125.6) | -63.0% | (2,555.0) | (1,194.3) | 113.9% |
| Lease repayment | (617.2) | (667.1) | -7.5% | (2,346.6) | (2,200.7) | 6.6% |
| Factoring | - | (44.8) | n.a. | - | (447.6) | n.a. |
| Cost of issuing shares | - | - | n.a. | (43.0) | - | n.a. |
| Capital increase | - | - | n.a. | 51.2 | 0.0 | 284383.3% |
| Treasury shares | - | - | n.a. | (0.0) | (2.6) | -99.8% |
| Net cash generated (used) in financing activities | 451.9 | (817.6) | n.a. | 1,340.1 | (1,545.3) | n.a. |
| Exchange gain (loss) on cash and cash equivalents | (57.9) | 0.1 | n.a. | (129.8) | 4.0 | n.a. |
| Net decrease in cash and cash equivalents | (806.2) | (357.4) | 125.6% | (557.4) | (815.2) | -31.6% |
| Cash and cash equivalents at the beginning of the period | 1,458.8 | 1,439.6 | 1.3% | 1,210.0 | 1,897.3 | -36.2% |
| Cash and cash equivalents at the end of the period | 652.6 | 1,082.2 | -39.7% | 652.6 | 1,082.2 | -39.7% |
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| Third Quarter<br><br>**Results**<br><br>2025 |
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Glossary
Aircraft Utilization
Average number of block hours per day per aircraft operated.
Available Seat Kilometers (ASK)
Number of aircraft seats multiplied by the number of kilometers flown.
Completion Factor
Percentage of scheduled flights that were executed.
Cost per ASK (CASK) ****Operating expenses divided by available seat kilometers.
Cost per ASK ex-fuel (CASK ex-fuel)
Operating expenses divided by available seat kilometers excluding fuel expenses.
EBITDA
Earnings before interest, taxes, depreciation, and amortization. Adjusted EBITDA excludes non-recurring items.
FTE (Full-Time Equivalent)
Equivalent number of employees assuming all work full-time.
Immediate Liquidity
Cash, cash equivalents, short-term investments, and receivables.
Load Factor
Number of passengers as a percentage of number of seats flown (calculated by dividing RPK by ASK).
LTM
Last twelve months ended on the last day of the quarter presented.
Revenue Passenger Kilometers (RPK)
One-fare paying passenger transported one kilometer. RPK is calculated by multiplying the number of revenue passengers by the number of kilometers flown.
Passenger Revenue per Available SeatKilometer (PRASK)
Passenger revenue divided by available seat kilometers (also equal to load factor multiplied by yield).
Revenue per ASK (RASK)
Operating revenue divided by available seat kilometers.
Stage LengthThe average number of kilometers flown per flight.
Trip CostAverage cost of each flight calculated by dividing total operating expenses by total number of departures.
Yield
Average amount paid per passenger to fly one kilometer. Usually, yield is calculated as average revenue per revenue passenger kilometer.
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| Third Quarter<br><br>**Results**<br><br>2025 |
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This earnings release includes estimatesand forward-looking statements within the meaning of the U.S. federal securities laws. These estimates and forward-looking statementsare based mainly on our current expectations and estimates of future events and trends that affect or may affect our business, financialcondition, results of operations, cash flow, liquidity, prospects, and the trading price of our preferred shares, including in the formof ADSs. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subjectto many significant risks, uncertainties and assumptions and are made in light of information currently available to us. In addition,in this release, the words “may,” “will,” “estimate,” “anticipate,” “intend,”“expect,” “should” and similar words are intended to identify forward-looking statements. You should not placeundue reliance on such statements, which speak only as of the date they were made. Azul is not under the obligation to update publiclyor to revise any forward-looking statements after we distribute this earnings release because of new information, future events, or otherfactors. Our independent public auditors have neither examined nor compiled the forward-looking statements and, accordingly, do not provideany assurance with respect to such statements. In light of the risks and uncertainties described above, the future events and circumstancesdiscussed in this release might not occur and are not guarantees of future performance. Because of these uncertainties, you should notmake any investment decision based upon these estimates and forward-looking statements.
In this earnings release, we present EBITDAand EBITDA margin, which are non-IFRS performance measures and are not financial performance measures determined in accordance with IFRSand should not be considered in isolation or as alternatives to operating income or net income or loss, or as indications of operatingperformance, or as alternatives to operating cash flows, or as indicators of liquidity, or as the basis for the distribution of dividends.Accordingly, you are cautioned not to place undue reliance on this information.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 14, 2025
Azul S.A.
**** By: /s/ Alexandre Wagner Malfitani Name: Alexandre Wagner Malfitani Title: Chief Financial Officer