Embraer S.A. Announces MATERIAL FACT

Rhea-AI Summary

Embraer (NYSE: EMBJ) completed its Board-approved share buyback program early on March 6, 2026, repurchasing 10,932,998 ordinary shares for treasury, cancellation, sale, and share-based compensation.

The program began November 6, 2025, was to end March 5, 2027, and was funded using exclusively available resources. Equity Swap agreements with Banco Itaú were unwound on the same date, removing a maximum exposure of 10,932,998 shares. The company stated the transactions complied with legal limits and did not change shareholder structure or administrative organization.

Positive

• Completed repurchase of 10,932,998 ordinary shares
• Early completion of buyback increases available treasury shares for cancellation or compensation
• Unwound Equity Swap agreements, removing a 10,932,998-share maximum exposure

Negative

• None.

Key Figures

Shares repurchased: 10,932,998 ordinary shares Buyback duration: 12 months Equity swap exposure cap: 10,932,998 ordinary shares +3 more

6 metrics

Shares repurchased 10,932,998 ordinary shares Total acquired under the Share Buyback Program completed March 6, 2026

Buyback duration 12 months Original term of Share Buyback Program ending March 5, 2027

Equity swap exposure cap 10,932,998 ordinary shares Maximum exposure under Equity Swap agreements with Banco Itaú Unibanco S.A.

Law 6,404 Law 6,404 of December 15, 1976 Brazilian Corporate Law referenced for material fact disclosure

Resolution CVM 77 Resolution CVM No. 77 of March 29, 2022 Regulation governing share repurchases referenced in the announcement

Program completion date March 6, 2026 Date Share Buyback Program and Equity Swap agreements were completed/unwound

Market Reality Check

Price: $61.52 Vol: Volume 2,297,054 is about...

high vol

$61.52 Last Close

Volume Volume 2,297,054 is about 2.43x the 20-day average of 947,188 shares. high

Technical Price 61.53 is trading below the 200-day MA at 68.08 and well under the 52-week high of 80.75.

Historical Context

2 past events · Latest: Dec 23 (Positive)

Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Dec 23	Aircraft delivery milestone	Positive	+0.5%	Delivery of 50th E195-E2 to Porter within expanding fleet program.
Nov 04	Quarterly earnings update	Positive	-4.0%	Record 3Q25 revenue, solid margins, strong backlog and reiterated guidance.

Pattern Detected

Recent news shows mixed market reactions: one positive reaction to operational news and one negative reaction to strong earnings metrics.

Recent Company History

Recent disclosures highlighted operational and financial strength. On Nov 4, 2025, Embraer reported 3Q25 revenue of US$2,004 million, up 18% YoY, with 62 aircraft delivered and a record US$31.3 billion backlog, yet shares moved -4.05% over 24 hours. On Dec 23, 2025, delivery of the 50th E195-E2 to Porter Airlines, within a program of 75 firm orders plus 25 purchase rights, coincided with a modest 0.53% gain.

Market Pulse Summary

This announcement details the early completion of a Share Buyback Program totaling 10,932,998 ordina...

Analysis

This announcement details the early completion of a Share Buyback Program totaling 10,932,998 ordinary shares and the unwinding of equity swap agreements used to hedge obligations under long-term incentive plans. It emphasizes compliance with Brazilian regulations and states that capital structure and creditor commitments were maintained. In context of prior operational and earnings milestones, investors may watch future capital allocation decisions and any new repurchase authorizations or derivative hedging actions.

Key Terms

share buyback program, equity swap, ordinary shares

3 terms

share buyback program financial

"The share buyback program approved by the Board of Directors on November 6, 2025"

A share buyback program is when a company uses its cash to repurchase its own outstanding shares from the market, reducing the number of shares available to investors. That matters because it can raise the value of remaining shares and signal management's confidence in the business—similar to a bakery buying back unsold loafs to make each remaining loaf represent a larger share of its oven’s output—though buybacks can also affect cash available for other uses.

equity swap financial

"the Equity Swap agreements entered with Banco Itaú Unibanco S.A. ... were unwound"

An equity swap is a private financial contract where two parties agree to exchange the gains and losses from a stock or stock index for the cash returns from another investment (like a loan rate or different asset). It lets an investor get the economic benefits or risks of owning a stock without actually holding the shares, similar to trading the fruit harvest from one orchard for the profits of another. Investors use equity swaps to gain exposure, manage risk, take temporary positions, or achieve tax or regulatory goals without buying or selling the underlying stock.

ordinary shares financial

"10.932.998 ... ordinary shares issued by the Company were acquired"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

AI-generated analysis. Not financial advice.

SÃO JOSÉ DOS CAMPOS, Brazil, March 6, 2026 /PRNewswire/ -- EMBRAER S.A. (B3: EMBJ3, NYSE: EMBJ) ("Company"), in accordance with article 157, §4 of Law 6,404 of December 15, 1976, as amended ("Brazilian Corporate Law"), as well as under Resolution No. 44 of August 23, 2021, as amended, and Resolution CVM No. 77 of March 29, 2022 ("CVM Resolution 77"), hereby informs its shareholders and the market in general that:

The share buyback program approved by the Board of Directors on November 6, 2025 ("Share Buyback Program"), has been completed as of this date, following the repurchase of all ordinary shares originally contemplated under the Share Buyback Program. The Share Buyback Program aimed at acquiring ordinary shares issued by the Company for holding in treasury, cancellation, or subsequent sale, as well as to meet commitments under share-based compensation plans. The Program was originally scheduled to last for 12 (twelve) months, ending on March 5, 2027, but has been terminated early on this date.

During the execution of the Share Buyback Program, 10.932.998 (ten million, nine hundred thirty-two thousand, nine hundred ninety-eight) ordinary shares issued by the Company were acquired, in compliance with all applicable legal and regulatory limits, using exclusively available resources, as provided for in CVM Resolution 77. The Company reiterates that the transactions carried out under the Share Buyback Program did not impact on its shareholder structure or administrative organization and that its financial position remained compatible with the execution of the acquisitions, without prejudice to the fulfillment of obligations assumed with creditors.

The Company further informs that, the Equity Swap agreements entered with Banco Itaú Unibanco S.A., in accordance with the Material Fact disclosed on November 6, 2025, were unwound on this date. The Equity Swap agreements were executed to mitigate fluctuations in the prices of shares issued by the Company, in view of future payments to be made by the Company within the scope of its long-term incentive plans, with a maximum exposure of up to 10,932,998 ordinary shares. The maximum term originally established for cash settlement was twelve (12) months from November 7, 2025, but have been settled early on this date.

Antonio Carlos Garcia
Executive Vice President, Financial & Investor Relations

View original content:https://www.prnewswire.com/news-releases/embraer-sa-announces-material-fact-302707310.html

SOURCE Embraer S.A.

FAQ

How many shares did Embraer (EMBJ) repurchase under the buyback program?

Embraer repurchased 10,932,998 ordinary shares under the program. According to the company, acquisitions were executed using exclusively available resources and complied with applicable legal and regulatory limits.

When did Embraer (EMBJ) complete and originally plan to end the share buyback program?

Embraer completed the buyback early on March 6, 2026, though it was originally scheduled to end on March 5, 2027. According to the company, the Board approved the program on November 6, 2025.

What happened to Embraer’s (EMBJ) Equity Swap agreements with Banco Itaú?

The Equity Swap agreements with Banco Itaú were unwound and settled early on the completion date. According to the company, the swaps had a maximum exposure tied to 10,932,998 ordinary shares and were settled in full.

Will Embraer’s (EMBJ) buyback affect its shareholder structure or financial obligations?

The company stated the transactions did not impact its shareholder structure or administrative organization. According to the company, its financial position remained compatible with the acquisitions and obligations to creditors were preserved.

What purposes did Embraer (EMBJ) state for holding repurchased shares?

Embraer indicated repurchased shares may be held in treasury, cancelled, sold, or used to meet commitments under share-based compensation plans. According to the company, these uses align with the Share Buyback Program objectives.