AZUL

Azul S.A. Form 6-K Summary: Nine Months Ended September 30, 2025

Business Context and Reporting Period

This Form 6-K reports the interim condensed individual and consolidated financial statements for Azul S.A. for the three and nine months ended September 30, 2025. The filing was approved by the Board of Directors on November 13, 2025. Azul is a Brazilian airline currently undergoing a voluntary prearranged restructuring under Chapter 11 of the U.S. Bankruptcy Code, filed on May 28, 2025. The company continues to operate in the normal course of business while negotiating a reorganization plan with creditors, lessors, and strategic partners.

Key Financial Metrics (Consolidated)

All figures in thousands of Brazilian Reais (R$) unless otherwise noted.

Material Changes vs. Prior Period

• Profitability Turnaround: The company reported a net profit of R$1.76 billion for the nine months ended September 30, 2025, compared to a net loss of R$4.74 billion in the same period in 2024. This reversal is primarily driven by a R$734 million gain from debt-to-equity conversions and a R$5.45 billion net gain from foreign currency exchange fluctuations.
• Revenue Growth: Total revenue increased by approximately 14.9% year-over-year, driven by higher passenger revenue (R$14.89 billion vs. R$12.98 billion).
• Debt Restructuring: Total loans and financing increased significantly to R$20.3 billion, largely due to the drawdown of Debtor-in-Possession (DIP) financing (approx. R$7.6 billion) to refinance existing obligations and provide liquidity. Conversely, lease liabilities decreased slightly due to restructuring agreements.
• Equity Position: While shareholders' equity remains negative at R$27.4 billion, it improved by R$3.0 billion from the prior year-end, aided by the current period's net profit and capital increases related to restructuring.
• Cash Flow: Operating cash flow turned negative (R$1.46 billion outflow) compared to a positive R$1.81 billion in the prior year, reflecting the timing of payments and working capital changes during the restructuring process.

Guidance, Outlook, and Risks

• Chapter 11 Progress: Azul has secured support from the Official Committee of Unsecured Creditors and filed a revised Plan of Reorganization. The company estimates emerging with a net leverage of 2.5x. A hearing in November 2025 approved the Disclosure Statement, allowing the solicitation of votes on the plan.
• Liquidity and Financing: The company has accessed approximately US$1.6 billion in DIP financing. A backstop commitment of US$650 million for a rights offering has been approved by the court. Additional investments of up to US$300 million from United Airlines and American Airlines are contingent on specific conditions.
• Going Concern: The independent auditor (Grant Thornton) has highlighted a material uncertainty regarding the company's ability to continue as a going concern due to negative equity, current liabilities exceeding current assets by R$19.5 billion, and the ongoing Chapter 11 proceedings. The financial statements are prepared on a going concern basis pending the conclusion of the restructuring.
• Strategic Partnerships: The company concluded a non-binding Memorandum of Understanding (MoU) with Gol Linhas Aéreas Inteligentes S.A. regarding a potential business combination.
• Operational Risks: Risks include the final approval of the restructuring plan by the U.S. Bankruptcy Court, the outcome of ongoing negotiations with aircraft manufacturers and lessors, and foreign exchange volatility.

Investor Verification Checklist

• Restructuring Plan Approval: Verify the final confirmation of the Chapter 11 Plan of Reorganization by the U.S. Bankruptcy Court and the voting results from creditors.
• Capital Raise Execution: Confirm the successful closing of the US$650 million backstopped rights offering and any additional investments from strategic partners (United/American Airlines).
• Debt Elimination: Monitor the actual reduction of debt and lease liabilities post-emergence to validate the projected leverage ratio of 2.5x.
• Operational Continuity: Assess the impact of fleet optimization and lease rejections on route networks and capacity.
• Merger Status: Track the progression of the non-binding MoU with Gol Linhas Aéreas to determine if a binding agreement is reached.