Business Context and Reporting Period
This Form 6-K filing by Azul S.A. covers the month of April 2026. The document serves as a notice of the Annual General Meeting scheduled for April 30, 2026. The Company is currently operating under a Chapter 11 Plan of Reorganization filed under the United States Bankruptcy Code, which included an equity rights offering settled on February 20, 2026.
Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity for the current or prior periods. The document focuses on corporate governance procedures rather than financial performance data.
Material Changes
No material financial changes are reported in this specific filing. The primary change noted is the procedural requirement for shareholders to vote on the absorption of net income from the fiscal year ended December 31, 2025, against accumulated losses from prior years.
Guidance, Outlook, and Management Commentary
- Annual General Meeting Agenda: Shareholders will deliberate on (1) approval of accounts and financial statements for the fiscal year ended December 31, 2025; (2) absorption of 2025 net income to reduce accumulated losses; and (3) approval of annual compensation for the Board of Directors, Strategy Committee, and Executive Board for the fiscal year ending December 31, 2026.
- Fiscal Council: Management opposes the installation of a Fiscal Council, arguing that the existing Strategic and Audit Committees are sufficient and that a Fiscal Council would be redundant and costly. However, shareholders representing at least 2% of common shares may request its installation.
- Voting Procedures: The ADS Record Date is April 2, 2026. Voting instructions vary based on whether ADSs are held via brokerage accounts (DTC) or the Direct Registration System (DRS). Holders who received ADSs through the Chapter 11 Plan equitization must follow specific procedures based on their delivery method.
Key Facts for Investor Verification
- Verify the outcome of the vote on absorbing 2025 net income against accumulated losses.
- Confirm whether shareholders representing 2% or more of common shares successfully requested the installation of a Fiscal Council.
- Review the attached Management Proposal (Exhibit 99.1) for detailed financial statements for the fiscal year ended December 31, 2025, as this filing does not contain the numbers.
- Ensure ADS holders have followed the correct voting procedure (DTC vs. DRS) by the April 30, 2026 meeting date.