Board of Director's Meeting Minutes - Issuance of Subscription Warrants – Series 4

Publicly-held Company CNPJ No. 09.305.994/0001-29

NIRE 35.300.361.130

1. Date and Time: May 21, 2026, at 10:30 a.m., exclusively digitally.

2. Call Notice and Attendance: The call notice was waived, in accordance with Article 14, paragraph 2, of the Bylaws of Azul S.A. ("Company"), in view of the written approval from all the members of the Company's Board of Directors. Members of the Board of Directors: David Gary Neeleman, Sérgio Eraldo de Salles Pinto, Gilberto de Almeida Peralta, Daniella Marques Consentino, Renata Faber Rocha Ribeiro, Patrick Wayne Quayle, and John Peter Rodgerson.

3. Chair: David Gary Neeleman - President; Edson Massuda Sugimoto - Secretary.

4. Agenda: To resolve on the following matters:

   1. the issuance and sale, as recommended by the Company's Strategy Committee, of a new series of subscription warrants by the Company, pursuant to Article 77 of Brazilian Law No. 6,404/76 ("Brazilian Corporations Law"), to be sold to American Airlines, Inc. (or one of its affiliates), United Airlines, Inc. (or one of its affiliates), and to certain former creditors of the Company (the "Subscription Warrants - Series 4"), pursuant to the commitments undertaken by the Company in the restructuring plan and its associated documents, as submitted by the Company and its subsidiaries under Chapter 11 of the United States Bankruptcy Code before the United States Bankruptcy Court for the Southern District of New York, in the State of New York, United States of America, and certain related Amended and Restated Warrant Agreements executed by the Company (as amended and supplemented from time to time, the "Chapter 11 Plan Documents");

   2. as recommended by the Company's Strategy Committee, the entry into any letter agreements, series supplements and other documents as are necessary or desirable to enable the deposit into the Company's American depositary shares program of any common shares issued by the Company from time to time upon the exercise of any subscription warrants, options or restricted shares granted under the Company's restricted shares granting plan; and

   3. the authorization granted to the Company's Officers to perform all acts and execute all documents

      necessary for the implementation and formalization of the resolutions addressed herein.

5. Resolutions: The members of the Company's Board of Directors resolved by unanimous written vote of its members, without any reservations, to:

   1. Approve, as recommended by the Strategy Committee, the issuance and sale of the Subscription Warrants - Series 4, pursuant to the commitments undertaken by the Company under the Chapter 11 Plan Documents.

      The Subscription Warrants - Series 4 will be sold to American Airlines, Inc. (or one of its affiliates), United Airlines, Inc. (or one of its affiliates), and certain former creditors of the Company (as defined in the Chapter 11 Plan Documents), which, if exercised, shall grant the right to subscribe for up to 6,929,564 common shares of the Company, pursuant to the terms and conditions set forth in Exhibit I hereto and with the following main characteristics:

      Subscription Price per Warrant: R$ 0.000001

      Percentage in relation to the Company's Share Capital (disregarding treasury shares): 1.89286535145 %

      Record Date for the Exercise of the Preemptive Right: May 26, 2026

      Beginning of the Preemptive Rights Exercise Period: May 27, 2026

      End of the Preemptive Rights Exercise Period: June 26, 2026

      Exercise Price per Warrant: USD$3.14082431894516, to be converted into Brazilian reais pursuant to Exhibit I

      Exercise Period: one (1) year counted from the date of delivery of the Subscription Warrants - Series 4

      Pursuant to Article 171, paragraph 3, of the Brazilian Corporations Law and the Company's Bylaws, the Company's shareholders shall have a preemptive right to subscribe for the Subscription Warrants - Series 4, which preemptive right must be exercised within a thirty (30) day-period (the "Preemptive Right"). The approval of the issuance of the Subscription Warrants contemplated herein shall have a record date as of the close of the trading session on May 26, 2026. Accordingly, the thirty (30)-day period for the exercise of the Preemptive Right with respect to the Subscription Warrants - Series 4 shall commence on May 27, 2026.

      As set forth in Exhibit I to these minutes, the number of Subscription Warrants - Series 4 to be issued following the above-referenced 30-day period shall be variable and shall correspond to the total number of Subscription Warrants - Series 4 subscribed, taking into account (i) the subscriptions by the respective purchasers indicated above (up to the applicable amount limit and as contemplated in the Chapter 11 Plan

      Documents) and (ii) the subscriptions by the Company's shareholders entitled to exercise the Preemptive Right within the applicable period, considering the restrictions under the Chapter 11 Plan Documents applicable to certain shareholders, which are prohibited under such documents from exercising, assigning, transferring, selling, trading or otherwise disposing of their Preemptive Rights. For the sake of clarity, all shareholders who received shares of the Company under the equitization public offering settled on January 9, 2026 or through the follow-on equity offering settled on February 20, 2026 or are otherwise subject to the Chapter 11 Plan Documents, shall not be entitled to exercise, assign, transfer sell, trade or otherwise dispose of any preemptive rights in connection with the Subscription Warrants - Series 4.

      The maximum issuance limit (as described in the section "Quantity of Subscription Warrants" in Exhibit I) was established by the Company so as to accommodate (i) the subscriptions by the purchasers indicated above and (ii) the potential subscription, upon exercise of the Preemptive Right, of the portion of the share capital whose holders are entitled, on the date hereof, to exercise such right, pursuant to the Chapter 11 Plan Documents.

      Upon the expiration of the term for the exercise of the Preemptive Right, the Company shall determine the subscriptions received and set the final number of Subscription Warrants - Series 4 to be issued, limited to the amount effectively subscribed, provided that any unsubscribed portion shall not be issued. Accordingly, there shall be no remaining Subscription Warrants - Series 4 to be allotted or sold on the stock exchange, for purposes of Article 171, paragraph 7, of the Brazilian Corporations Law.

      The Company will, in accordance with applicable law and in due course, keep its shareholders and the market duly informed about the issuance of the Subscription Warrants - Series 4 and any other related material information, including the ratification of the numbers of Subscription Warrants - Series 4 following the exercise of the Preemptive Right by the Company's shareholder.

   2. Approve, as recommended by the Strategy Committee, the entry into of any letter agreements, series supplements and other documents as are necessary or desirable to enable the deposit into the Company's American depositary shares program of any common shares issued by the Company from time to time upon the exercise of any subscription warrants, options or restricted shares granted under the Company's restricted shares granting plan; and

   3. approve the authorization of the Company's Officers to take all measures and perform all necessary acts for the implementation of the resolutions hereby approved, and to ratify all acts previously performed by the Company's Officers in this regard.

6. Closing and Drafting: Chair: David Gary Neeleman - President; Edson Massuda Sugimoto -Secretary. Signatory Members of the Board of Directors: David Gary Neeleman, Sérgio Eraldo de Salles Pinto, Gilberto de Almeida Peralta, Daniella Marques Consentino, Renata Faber Rocha Ribeiro, Patrick Wayne Quayle, and John Peter Rodgerson - Directors.

I certify that this is a true copy of the minutes drawn up in a proper book Barueri, SP, May 21, 2026.

Secretary

[as per the attached documents]