São Paulo, February 11, 2026 – Azul S.A. (B3: AZUL53, OTC: AZULQ) (“Azul” or “Company”), in compliance with the Brazilian Securities Commission (Comissão de Valores Mobiliários – “CVM”) Resolution No. 44, dated August 23, 2021, as amended, and Article 157, paragraph 4, of Law No. 6,404, dated December 15, 1976, as amended (“Brazilian Corporations Law”), hereby informs its shareholders and the market that, at a session of the Administrative Council for Economic Defense (“CADE”) tribunal held on this date, was approved, by unanimous vote of the councilors, the investment in the amount of US$ 100,000,000.00 (one hundred million U.S. dollars) by United Airlines (“United”) in shares (including in the form of American Depositary Shares – ADS) (the “Investment”).
The Investment is inserted in the context of Azul’s Chapter 11 plan and will be carried out through the subscription of shares issued by the Company as part of the primary public offering of common shares to be issued by the Company, all registered, book-entry and without par value, free and clear of any liens or encumbrances (the “Shares”), to be conducted in the Federative Republic of Brazil (“Brazil”), in the unorganized over-the-counter market, under the automatic distribution registration procedure, pursuant to Article 26, item II, paragraph “(a)”, of CVM Resolution No. 160, dated July 13, 2022, as amended (“CVM Resolution 160”), together with the private placement of the Shares abroad (the “Offering”), as announced in the material fact disclosed on February 3, 2026 and whose settlement is scheduled to occur on February 20, 2026.
The Company will keep its shareholders and the market duly informed of the progress of the Offering and next steps regarding the implementation of the Investment, in accordance with applicable Brazilian law and regulations, through the websites of the CVM (www.cvm.gov.br), B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br) and the Company’s investor relations website (https://ri.voeazul.com.br/).