📄 What This Document Is

This is a 6-K filing from Azul S.A., a Brazilian airline. It's essentially the formal invitation and rulebook for their upcoming Annual General Meeting (AGM). Think of it as the company sending shareholders a detailed agenda and instructions for their yearly "check-in" vote. The meeting will happen online on April 30, 2026.

👉 Why it matters: If you own Azul stock, this tells you exactly what will be decided, how to participate, and what management is proposing. It's your roadmap for exercising your shareholder rights.

✈️ What The Company Does

In simple terms, Azul is a major Brazilian airline. They fly planes, sell tickets, and run a loyalty program. Like all airlines, it's a capital-intensive business with high fixed costs (planes, fuel, staff).

👉 Why it matters: Understanding they're an airline helps frame their financial results and the big losses they're still recovering from.

📊 Financial Results & Allocation

This is the core financial news. For the year ending December 31, 2025, Azul reported a net income (profit) of BRL 124.9 million.

However, there's a huge catch. The company has massive accumulated losses from previous years. So, they are using this entire 2025 profit to chip away at that old deficit. The remaining accumulated loss is still a staggering BRL 34.7 billion.

👉 Key takeaway: The company is profitable this year, but it's like paying down a giant credit card bill from the past. No dividends will be paid because all profit is absorbed by past losses.

💼 Executive Compensation Proposal

Management is asking shareholders to approve a total 2026 compensation package for executives and board members of BRL 299 million.

Here’s the breakdown:

• Ordinary cash compensation: BRL 39.1 million.
• Stock option plans (non-cash): Up to BRL 259.9 million.

These stock options are tied to specific goals, like successfully emerging from a past restructuring process. The company stresses these grants don't cost cash—they're paid by giving out new or treasury shares.

👉 Why it matters: This is a very large compensation package, heavily weighted towards stock options. Shareholders must vote to approve it, so they need to decide if this aligns with company performance and goals.

🗳️ How to Vote & Participate

The AGM is 100% online. Shareholders have two main ways to have their say:

1. Attend Live: Register on a digital platform (assembleia.ten.com.br/719275915) by April 28, 2026.
2. Vote Remotely: Submit a "remote voting ballot" by April 26, 2026. You can do this through the same platform or via your broker.

If you can't attend, you can appoint a proxy (like your lawyer or a financial institution representative) to vote for you.

👉 Don't miss out: Deadlines are strict. If you want your vote counted, you must submit your registration or ballot by the specified dates.

🔍 The "Fiscal Council" Question

Shareholders will also be asked a simple yes/no question: "Do you wish to install a Fiscal Council?" This is a supervisory committee that can monitor management.

Azul's board recommends voting "NO." They argue that their existing Audit and Strategy Committees are sufficient, and creating a new Fiscal Council would be an unnecessary cost without adding extra value.

👉 Why it matters: This is a corporate governance choice. Shareholders must decide if they want this extra layer of oversight or trust the current board structure.

🧠 The Analogy

Imagine your family owns a vacation home that lost money for a decade due to a leaky roof and repairs. This year, you finally fixed it and it broke even, earning a little extra. But instead of using that extra cash for a new TV, you put every cent toward the old repair debt. Now, you're holding a family meeting to vote on next year's budget and whether to hire an additional property manager, even though you already have two people watching the place.

📇 Key Contacts & People

• David Gary Neeleman: Chairman of the Board of Directors.
• Investor Relations Contact: [email protected]
• IR Phone: +55 (11) 4831-2880
• Independent Auditor: Grant Thornton Auditores Independentes Ltda.

🧩 Final Takeaway

This filing is a call for shareholder action on three fronts: approving last year's financial results (which show a small profit eaten by old losses), endorsing a large 2026 executive pay package mostly in stock, and deciding on corporate governance structure. The underlying story is of a company recovering but still weighed down by a massive legacy debt pile.