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AZUL

Azul SA

A Brazilian airline that flies passengers across dozens of cities in Brazil and beyond, operating jets and turboprops under the Azul brand. It was founded in 2008 by David Neeleman, the Brazilian-American entrepreneur who also co-founded JetBlue. The name comes from the Portuguese word for "blue."

ADRUnderlying: AZULCUSIP: 05501U601IndustrialsBR1 holder

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Mar 2, 2026 — Reclassified from Azul SA (1:1)

Ownership Activity Financials Filings

Reports Events Insiders Holders Proxy

20-F · Fiscal year ended Dec 31, 2025 · SEC filing ↗

Azul returned to net income in 2025 after a R$4.2B FX gain and restructuring benefits, but cash fell 56% and the company completed its Chapter 11 reorganization after year-end.

Azul swung to a for the first time in three years. rose 25.1% to $3.95 billion and turned positive at $22.8 million, driven by a 10.3% increase in passenger revenue and a R$4.2 billion foreign-exchange gain that reversed the prior year's R$7.9 billion FX loss. The company emerged from bankruptcy in February 2026 with less debt, but ended 2025 with cash down 56% and negative equity deepening past $5.3 billion.

Key takeaways

swung to a gain of $22.8 million from a $1.48 billion loss in 2024, as a R$4.2 billion foreign-exchange gain and R$1.04 billion in net bankruptcy restructuring gains more than offset a near-doubling of financial expenses to R$10.3 billion.
Passenger , which accounted for 92.4% of net revenue, rose 10.3% to R$20.0 billion on a 10.0% increase in capacity () and a improvement to 83.2% from 81.6%.
rose 27.5% to R$4.3 billion, helped by fuel costs rising only 2.3% as a 5.1% lower price per liter partly offset 7.8% higher consumption.

Section summaries

Quantitative and Qualitative Disclosures About Market Risk

Azul discloses interest-rate, FX, and fuel-price risk, hedging via swaps, currency forwards, and fuel derivatives or fixed-price deals.

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Interest-rate exposure is mainly variable-rate long-term obligations including lease liabilities; the company uses and does not trade for speculation.
Foreign-currency exposure is mainly USD-indexed loans and lease liabilities and Euro-denominated TAP Bonds, with over half of operating expenses USD-linked; it uses for up to 12 months.

Liquidity weakened materially: total cash fell 56.2% to R$1.02 billion, and was a R$1.23 billion use of cash compared to R$2.79 billion provided in 2024, driven by debt restructuring costs and interest.

The company completed its Chapter 11 Voluntary Reorganization on February 20, 2026, reducing total funded debt by approximately US$1.1 billion and aircraft lease liabilities by nearly 40%, effects not yet reflected in the 2025 balance sheet.

Azul's ADSs were delisted from the NYSE on June 10, 2025 and now trade on the OTC Pink Limited Market, while the B3 share price fell below the minimum, with compliance expected only after a second reverse share split around April 2026.

What changed

The 2024 filing flagged whether the January 2025 restructuring would stabilize cash after a 50% decline to $195.6 million. It did not: cash fell a further 7.5% in USD terms to $181.0 million by year-end 2025, and turned negative at a $225.0 million use.
The 2024 filing flagged the R$3.94 billion sensitivity to a 10% adverse move in the Brazilian real. In 2025, the real's movement instead produced a R$4.2 billion FX gain, the single largest driver of the swing to .
The 2024 filing flagged the non-binding memorandum of understanding with Abra to combine with Gol. The 2025 filing does not report a completed transaction, and the risk factor on the combination remains, now noting a 4.4x pro forma /EBITDAR cap and overlapping networks.
The 2024 filing flagged the Viracopos hub concession rebidding by June 2, 2025. The 2025 filing does not report a resolution, and the risk factor on the concession remains.

What to watch

Whether the post-reorganization capital structure, with US$1.1 billion less funded debt and nearly 40% lower lease liabilities, translates into positive in 2026 after the R$1.23 billion cash burn in 2025.
The trajectory of the Brazilian real against the U.S. dollar, given the R$3.63 billion sensitivity to a 10% adverse move and 45.5% of operating expenses linked to foreign currency.
The outcome of the second reverse share split expected around April 20, 2026, and whether it restores compliance with B3 minimum share price requirements.
The impact of the new Strategy Committee, which now controls budgets, fleet, and capital decisions under the post-Chapter 11 governance structure, on the company's growth and plans.

Aviation fuel was 33.0% of operating expenses in 2025 (34.6% in 2024 and 34.9% in 2023), and Brent was US$75 per barrel at December 31, 2025; mitigation includes fuel or a fixed-price agreement with Vibra Energia.

In the 10% adverse scenario, a U.S. dollar rate increase on liabilities and aircraft leases would reduce results by R$3.63 billion; the 25% remote scenario shows R$9.09 billion.

Fuel price sensitivity is R$571.0 million in the 10% adverse scenario and R$1.43 billion in the 25% remote scenario.

Interest-rate sensitivities are R$4.5 million adverse / R$12.4 million remote for CDI and R$5.5 million adverse / R$13.7 million remote for SOFR; a Euro rate decrease on assets is positive at R$12.6 million / R$31.5 million.

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Risk Factors

Azul's FY2025 risks center on post-Chapter 11 uncertainty, Brazil macro/FX/fuel exposure, and delisted ADS liquidity.

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The Voluntary Reorganization, completed on February 20, 2026, leaves material uncertainty: its financial projections were unaudited, no was applied under IFRS, and the new Strategy Committee now controls budgets, fleet, and capital decisions.
Brazil macro risks are acute: 45.5% of 2025 operating expenses were foreign-currency linked, fuel was 33.0% of operating expenses with about 61% supplied by Raízen, and the stood at 15.0% at year-end 2025.
Liquidity and credit remain constrained: S&P and Fitch downgraded Azul to D and Moody's to Ca in 2025, in the Exit Notes and other debt restrict new debt and asset disposals, and further restructuring may be needed.
The were delisted from the NYSE on June 10, 2025 and now trade on , while the B3 share price is below the minimum and compliance is expected only after a Second around April 20, 2026.
Newly emphasized geopolitical and tax risks include the early-2026 U.S.-Israel-Iran conflict suspending Strait of Hormuz shipping, U.S. tariffs on Brazil, and 2026 Brazilian tax changes imposing a 10% withholding tax on dividends.

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Business

Azul, Brazil's largest airline by cities served, operated ~970 daily departures to 160 destinations and generated R$21.6B revenue in FY2025.

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As of December 31, 2025, Azul served 160 destinations with around 970 daily departures and more than 390 non-stop routes, making it Brazil's largest airline by cities served and departures; it was the sole scheduled carrier on 80% of its routes and the leading carrier in 115 Brazilian cities.
Passenger was R$19,997.7 million, or 92.4% of net revenue, in 2025, while Azul Cargo logistics revenue rose 12.9% to R$1.3 billion and Azul Viagens sold 56.6% more travel packages than in 2024.
Azul Fidelidade, the wholly-owned loyalty program, had more than 20 million members as of December 31, 2025 and generated standalone gross billings ex-airline of R$3,644.0 million in 2025.
The company operated a diversified fleet of 155 passenger aircraft in service with an average age of 7.2 years excluding Cessna aircraft, including Embraer E-Jets/E2s, ATR 72s, Airbus A320neo/A330s, and Cessna Caravans, supporting a low-cost model with average trip cost of R$55,739.
In 2025, Azul held 35.5% of domestic departures and 31.5% of Brazilian business-focused travel agency , with only 16% and 14% of its domestic network overlapping Gol and LATAM respectively.
Azul generated net of R$21.6 billion and a gain of R$124.9 million in 2025, and emerged from its Chapter 11 Voluntary Reorganization on February 20, 2026, reducing total by about US$1.1 billion and aircraft by nearly 40%.

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Management's Discussion and Analysis

Azul's 2025 revenue rose 10.8% to R$21.6B; operating profit rose 27.5% and net income swung to R$124.9M.

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Total operating rose 10.8% to R$21.6B, with passenger revenue up 10.3% to R$19,997.7M and other revenue up 17.1% to R$1,642.7M, driven by strong demand, higher fares, and growth in Azul Fidelidade, Azul Viagens, and Azul Cargo/logistics.
Capacity () rose 10.0% and improved to 83.2% from 81.6%.
rose 27.5% to R$4,321.5M despite a 7.3% increase in operating expenses; fuel costs rose only 2.3% as a 5.1% lower price per liter partly offset 7.8% higher consumption, while and rose 17.5% and other expenses rose 68.7% on legal claims.
swung to R$124.9M from a R$9,151.4M loss in 2024, helped by a R$4,207.9M foreign-exchange gain versus a R$7,890.2M loss and R$1,035.7M net bankruptcy restructuring gains, partially offset by financial expenses nearly doubling to R$10,295.1M on debt restructuring costs and interest.
Liquidity weakened: total cash fell to R$1,017.9M from R$2,322.4M, was a R$1,232.5M use versus R$2,787.0M provided, and total loans and financing were R$36,168.0M at year-end.
The company emerged from its bankruptcy reorganization after December 31, 2025, so the substantial one-time effects of the reorganization and new capital structure are not reflected in 2025 results but will affect 2026; management expects growth and over the next several years.

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