| LEASES |
LEASES 19.1Accounting policies Lease liabilities are recognized, measured, presented and disclosed in accordance with IFRS – 16 Leases, against right-of-use assets. Other accounting policies adopted by the Company for leasing operations are presented in note 16. 19.2Breakdown of Lease | | | | | | | | | | | | | | | | | December 31, | | Description | | 2025 | | 2024 | | | | | | | Leases | | 12,532,206 | | | 17,338,698 | | | Leases – Notes | | 178,857 | | | 1,356,984 | | | Leases – Convertible to equity | | — | | | 2,683,165 | | | | 12,711,063 | | | 21,378,847 | | | | | | | | Current | | 3,353,501 | | | 6,314,221 | | | Non-current | | 9,357,562 | | | 15,064,626 | |
19.3Restructuring 19.3.1Extrajudicial
During the first quarter of 2025, the Company made significant progress in restructuring its obligations to lessors, which included:
•Elimination of share issuance obligations in exchange for 93,697,586 new preferred shares in a single issuance;
•Partial exchange of the Notes 2030 for new unsecured notes due in 2032 and an option for the Company to incorporate interest into principal (“PIK”); and
•Definitive and binding agreements, with deferrals of balances, extensions of terms and changes in amounts.
19.3.2Judicial
The Company renegotiated several lease agreements directly with the counterparties as part of the Chapter 11 process. Following the formal approval of the Plan, and based on the best expectations and information available, there was a reduction in the amount of R$3,497,529.
19.4Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Description | | Average remaining term | | Weighted average rate p.a | | December 31, 2024 | | Additions | | Modifications | | Payments | | Interest incurred | | Transfers (a) | | Write-offs | | Foreign currency exchange | | GUC | | December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | Lease without purchase option: | | | | | | | | | | | | | | | | | | | | | | | | | Aircraft, engines and simulators | | 8.1 | | 18.6% | | 16,357,918 | | | 1,586,734 | | | 13,279 | | | (3,552,045) | | | 2,351,625 | | | (155,586) | | | (219,708) | | | (1,880,957) | | | (2,896,289) | | | 11,604,971 | | | Others | | 5.5 | | 16.9% | | 269,886 | | | 15,922 | | | 20,362 | | | (96,931) | | | 28,151 | | | — | | | (969) | | | (16,748) | | | — | | | 219,673 | | | Lease with purchase option: | | | | | | | | | | | | | | | | | | | | | | | | | | Aircraft, engines and simulators | | 4.9 | | 16.1% | | 710,894 | | | 122,902 | | | 39,690 | | | (141,311) | | | 83,182 | | | — | | | — | | | (107,795) | | | — | | | 707,562 | | | Total | | | | | | 17,338,698 | | | 1,725,558 | | | 73,331 | | | (3,790,287) | | | 2,462,958 | | | (155,586) | | | (220,677) | | | (2,005,500) | | | (2,896,289) | | | 12,532,206 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current | | | | | | 4,928,197 | | | | | | | | | | | | | | | | | | | 3,353,501 | | | Non-current | | | | | | 12,410,501 | | | | | | | | | | | | | | | | | | | 9,178,705 | |
(a)Transfer balances are “Accounts payable”. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Description | | Average remaining term | | Weighted average rate p.a. | | December 31, 2023 | | Additions | | Modifications | | Payments | | Interest incurred | | Transfers (a) | | Write-offs | | Foreign currency exchange | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | Lease without purchase option: | | | | | | | | | | | | | | | | | | | | | | | | Aircraft, engines and simulators | | 8.0 | | 16.2 % | | 11,567,882 | | | 2,605,615 | | | 237,065 | | | (2,955,177) | | | 1,890,622 | | | (226,490) | | | (17,942) | | | 3,256,343 | | | 16,357,918 | | | Others | | 4.8 | | 11.5 % | | 237,254 | | | 64,138 | | | 2,544 | | | (83,264) | | | 24,350 | | | — | | | (12,916) | | | 37,780 | | | 269,886 | | | Lease with purchase option: | | | | | | | | | | | | | | | | | | | | | | | | Aircraft, engines and simulators | | 4.0 | | 14.5 % | | 650,691 | | | — | | | (8,150) | | | (188,206) | | | 89,187 | | | — | | | — | | | 167,372 | | | 710,894 | | | Total | | | | | | 12,455,827 | | | 2,669,753 | | | 231,459 | | | (3,226,647) | | | 2,004,159 | | | (226,490) | | | (30,858) | | | 3,461,495 | | | 17,338,698 | | | | | | | | | | | | | | | | | | | | | | | | | | Current | | | | | | 3,349,056 | | | | | | | | | | | | | | | | | 4,928,197 | | | Non-current | | | | | | 9,106,771 | | | | | | | | | | | | | | | | | 12,410,501 | |
(a)The balances of the transfers are between classifications of “Leases”. 19.5Leases – Notes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Description | | Average remaining term | | Weighted average rate p.a. | | December 31, 2024 | | Modifications | | Payments | | Interest incurred | | GUC | | Foreign currency exchange | | December 31, 2025 | | | | | | | | | | | | | | | | | | | | | Financing with lessors – Notes | | 6.5 | | 17.1 % | | 1,356,984 | | | (32,031) | | | (550,674) | | | 143,601 | | | (601,240) | | | (137,783) | | | 178,857 | | | Total | | | | | | 1,356,984 | | | (32,031) | | | (550,674) | | | 143,601 | | | (601,240) | | | (137,783) | | | 178,857 | | | | | | | | | | | | | | | | | | | | | | Current | | | | | | 144,706 | | | | | | | | | | | | | — | | | Non-current | | | | | | 1,212,278 | | | | | | | | | | | | | 178,857 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Description | | Average remaining term | | Weighted average rate p.a. | | December 31, 2023 | | | | Payment | | Interest incurred | | | | Foreign currency exchange | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | Financing with lessors – Notes | | 5.5 | | 14.8% | | 1,030,845 | | | | | (123,703) | | | 161,996 | | | | | 287,846 | | | 1,356,984 | | Total | | | | | | 1,030,845 | | | | | (123,703) | | | 161,996 | | | | | 287,846 | | | 1,356,984 | | | | | | | | | | | | | | | | | | | | | | Current | | | | | | 121,948 | | | | | | | | | | | | | 144,706 | | | Non-current | | | | | | 908,897 | | | | | | | | | | | | | 1,212,278 | |
19.6Leases – Convertible to equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Description | | Average remaining term | | Weighted average rate p.a. | | December 31, 2024 | | Modifications | | Payments | | Interest incurred | | Foreign currency exchange | | December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Financing with lessors – Convertible to equity | | 0.0 | | — % | | 2,683,165 | | | (2,172,452) | | | (379,377) | | | 69,354 | | | (200,690) | | | — | | | | | | | | | | | | Total | | | | | | 2,683,165 | | | (2,172,452) | | | (379,377) | | | 69,354 | | | (200,690) | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current | | | | | | 1,241,318 | | | | | | | | | | | — | | | | | | | | | | | | | Non-current | | | | | | 1,441,847 | | | | | | | | | | | — | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Description | | Average remaining term | | Weighted average rate p.a. | | December 31, 2023 | | Payments | | Interest incurred | | Transfers (a) | | Foreign currency exchange | | December 31, 2024 | | | | | | | | | | | | | | | | | | Financing with lessors – Convertible to equity | | 2.6 | | 14.4 % | | 1,659,739 | | | (61,245) | | | 294,359 | | | 226,490 | | | 563,822 | | | 2,683,165 | | Total | | | | | | 1,659,739 | | | (61,245) | | | 294,359 | | | 226,490 | | | 563,822 | | | 2,683,165 | | | | | | | | | | | | | | | | | | | | Current | | | | | | 216,388 | | | | | | | | | | | 1,241,318 | | | Non-current | | | | | | 1,443,351 | | | | | | | | | | | 1,441,847 | |
(a)Transfer balances are between the “Leases” classifications. 19.7Schedule of amortization of leases | | | | | | | | | | | | | | | | | December 31, | | Description | | 2025 | | 2024 | | | | | | | 2025 | | — | | | 5,219,787 | | | 2026 | | 3,601,304 | | | 3,935,627 | | | 2027 | | 2,971,572 | | | 3,473,086 | | | 2028 | | 2,767,084 | | | 3,095,203 | | | 2029 | | 2,562,476 | | | 2,797,924 | | | After 2029 | | 10,781,388 | | | 10,562,642 | | | Minimum lease payments | | 22,683,824 | | | 29,084,269 | | | | | | | | Financial charges | | (10,151,618) | | | (11,745,571) | | | | | | | | Present value of minimum lease payments | | 12,532,206 | | | 17,338,698 | | | | | | | | Current | | 3,353,501 | | | 4,928,197 | | | Non-current | | 9,178,705 | | | 12,410,501 | |
19.8Schedule of amortization of leases – Notes | | | | | | | | | | | | | | | | Description | | December 31, 2025 | | December 31, 2024 | | | | | | | 2025 | | — | | | 155,502 | | | 2026 | | — | | | 132,873 | | | 2027 | | — | | | 132,873 | | | 2028 | | — | | | 132,873 | | | 2029 | | — | | | 132,873 | | | After 2029 | | 498,718 | | | 1,838,076 | | | Minimum lease payments | | 498,718 | | | 2,525,070 | | | | | | | | Financial charges | | (319,861) | | | (1,168,086) | | | | | | | | Present value of minimum lease payments | | 178,857 | | | 1,356,984 | | | | | | | | Current | | — | | | 144,706 | | | Non-current | | 178,857 | | | 1,212,278 | |
19.9Schedule of amortization of leases – Convertible to equity | | | | | | | | | | | | | | | | Description | | December 31, 2025 | | December 31, 2024 | | | | | | | 2025 | | — | | | 1,292,650 | | | 2026 | | — | | | 1,058,962 | | | 2027 | | — | | | 757,234 | | | Minimum lease payments | | — | | | 3,108,846 | | | | | | | | Financial charges | | — | | | (425,681) | | | | | | | | Present value of minimum lease payments | | — | | | 2,683,165 | | | | | | | | Current | | — | | | 1,241,318 | | | Non-current | | — | | | 1,441,847 | |
19.10Covenants During the restructuring process under Chapter 11, certain lease agreements that contained restrictive clauses (“covenants”) were rejected and therefore no longer give rise to any future obligations, including compliance with those covenants. Other agreements had remaining amounts classified as GUC, a classification that does not imply the continuation of the covenants.
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