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%. Azul S.A. 115 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 Second Quarter Third Quarter Fourth Quarter 2023 590.80 550.10 587.60 643.63 2024 604.40 521.20 588.60 629.90 2025 633.80 574.08 656.25 671.41 116 Azul S.A. 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. Azul S.A. 117 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 Comparison of the year ended December 31, 2025 to the year ended December 31, 2024 Years Ended December 31, Percent 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. 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 Change 2025 2024 (per ASK in R$ cents) Total revenue: Passenger revenue 39.28 39.15 0.3 % Cargo and other revenue 3.23 3.03 6.6 % Total revenues 42.51 42.18 0.8 % Operating expenses: Aircraft fuel 11.22 12.06 (7.0) % Salaries and benefits 5.29 5.88 (10.0) % Depreciation and amortization 5.92 5.54 6.9 % Airport fees 2.49 2.32 7.3 % Passenger expenses 1.88 1.88 — % Advertising and publicity 1.80 1.92 -6.2 % Maintenance and repairs 1.62 1.70 (4.7) % Other operating expenses 3.80 3.54 7.3 % Total operating expenses, net 34.02 34.86 (2.4) % The table below presents our passenger revenue and selected operating data for the periods indicated. For the Year Ended December 31, Percent 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$124.9 million in 2025, due to the reasons explained above. Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 Years Ended December 31, Percent Change 2024 2023 (in thousands of reais) Passenger revenue 18,123,135 17,227,728 5.2 % Other revenues 1,403,073 1,326,697 5.8 % Total revenue 19,526,208 18,554,425 5.2 % Aircraft fuel (5,583,503) (5,890,485) (5.2) % Salaries and benefits (2,722,872) (2,408,364) 13.1 % Airport taxes and fees (1,074,818) (1,059,258) 1.5 % Auxiliary services for air transport (872,481) (807,563) 8.0 % Maintenance (789,222) (898,282) (12.1) % Advertising and publicity (889,224) (779,264) 14.1 % Depreciation and amortization (2,563,982) (2,404,223) 6.6 % Impairment and onerous contracts 143,790 245,636 (41.5) % Insurance (79,588) (89,492) (11.1) % Other (1,703,676) (2,802,036) (39.2) % (16,135,576) (16,893,331) (4.5) % Operating profit (loss) 3,390,632 1,661,094 104.1 % Financial income 239,058 220,141 8.6 % Financial expenses (5,247,414) (5,608,771) (6.4) % Derivative financial instruments, net 317,729 (238,458) (233.2) % Foreign currency exchange, net (7,890,179) 1,625,064 (585.5) % Financial result (12,580,806) (4,002,024) 214.4 % Loss before income tax and social contribution (9,190,174) (2,340,930) 292.6 % Current income tax and social contribution (723) — 100.0 % Deferred income tax and social contribution 39,526 (39,526) (200.0) % Loss for the year (9,151,371) (2,380,456) 284.4 % 126 Azul S.A. The table below sets forth the breakdown of our operating revenues and expenses on a per-ASK basis for the periods indicated: For the Year Ended December 31, Percent Change 2024 2023 (per ASK in R$ cents) Total revenue: Passenger revenue 39.15 39.46 (0.8) % Cargo and other revenue 3.03 3.03 — Total revenue 42.18 42.48 (0.7) % Operating expenses: Aircraft fuel 12.06 13.39 (9.9) % Salaries and benefits 5.88 5.45 7.9 % Depreciation and amortization 5.54 5.26 5.3 % Airport fees 2.32 2.40 (3.3) % Passenger expenses 1.88 1.84 2.2 % Advertising and publicity 1.92 1.77 8.5 % Maintenance and repairs 1.70 1.56 9.0 % Other operating expenses 3.54 4.23 (16.3) % Total operating expenses, net 34.86 35.89 (2.9) % 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 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. 128 Azul S.A. 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. Azul S.A. 129 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. 130 Azul S.A. 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 2027-2028 2029-2031 >2031 Less than 1 year 1 to 2 years 3 to 5 years More than 5 years Total (in thousands of R$) Commitments for future aircraft acquisition 1,423,374 2,533,978 13,369,985 4,757,476 22,084,813 Lease liabilities 3,601,304 5,738,655 7,385,587 6,456,995 23,182,541 Non-aircraft loans 14,590,706 7,728,070 3,417,261 — 25,736,037 Debentures 354,449 275,339 233,040 — 862,828 Aircraft loans 794,734 98,426 — — 893,160 Interest on commitments (125,853) (719,797) (7,158,457) (3,204,816) (11,208,923) Interest on lease liabilities (379,380) (1,317,114) (4,016,135) (4,758,851) (10,471,480) Interest payable on bonds (1,956,629) (2,033,587) (442,203) — (4,432,419) Total 18,302,705 12,303,970 12,789,078 3,250,804 46,646,557 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$2.7 million of lease - convertible to equity). Azul S.A. 131 The following tables set forth our short-term and long-term loans and financing as of December 31, 2025 and 2024: As of December 31, 2025 2024 (in thousands of reais) Short-Term Debt Local currency 983,061 1,063,546 Foreign currency (U.S. Dollars) 11,842,847 1,150,282 Senior Notes 1,046,347 117,693 Lease liabilities 3,353,501 4,928,197 Lease Notes — 144,706 Lease Equity — 1,241,318 Total short-term debt 17,225,756 8,645,742 Long-Term Debt Local Currency 383,206 1,556,832 Foreign currency (U.S. Dollars) 403,560 817,756 Senior Notes 8,797,949 11,457,677 Lease liabilities 9,178,705 12,410,501 Lease Notes 178,857 1,212,278 Lease Equity — 1,441,847 Total long-term debt 18,942,277 28,896,891 Total loans and financing 36,168,033 37,542,633 The following table sets forth the financial charges and balances of our aircraft and non-aircraft debt and excludes lease liabilities as of the periods indicated: As of December 31, Financial Charges 2025 2024 Aircraft financing(1) In local currency (R$) 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. 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. 132 Azul S.A. 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. Azul S.A. 133 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. 134 Azul S.A. E.Critical Accounting Estimates For this discussion, see our audited consolidated financial statements included elsewhere in this annual report. Azul S.A. 135