Material Fact of Share Buyback Program

Rhea-AI Summary

Embraer (NYSE: ERJ) announced a share buyback program approved by its Board on November 6, 2025, effective November 7, 2025 through November 6, 2026.

The program authorizes acquisition of up to 10,800,000 ordinary shares (about 1.5% of 733,566,139 outstanding common shares) via B3 at market prices, intermediated by BTG Pactual. Purchases will use available resources consistent with CVM Resolution 77, tied to the Company's Investment and Working Capital Reserve valued at R$ 2,511,611,561.56 as of September 30, 2025.

The Board stated the buyback is for treasury, cancellation, resale, and to meet share-based compensation obligations and that it believes the program will not impair creditor obligations or alter shareholder composition materially.

Positive

• Buyback authorization for 10,800,000 shares (~1.5%)
• Funding source tied to R$ 2,511,611,561.56 Investment and Working Capital Reserve
• Program term 12 months: Nov 7, 2025 to Nov 6, 2026
• Execution channel purchases on B3, intermediated by BTG Pactual

Negative

• Limited scale: repurchase cap ~1.5% of outstanding shares may have modest EPS impact
• Uses earmarked reserve valued at R$ 2.51B, reducing funds available under that reserve during the program period

Insights

Corporate Finance Analyst

Board approved a up-to-10,800,000-share buyback (~1.5%) effective Nov 7, 2025 for 12 months.

The Company will acquire up to 10,800,000 ordinary shares (about 1.5% of 733,566,139 outstanding) on B3 at market prices through BTG Pactual, using amounts limited to the Investment and Working Capital Reserve reported as R$ 2,511,611,561.56. The program permits holding, cancellation, resale, or fulfilling share-based compensation obligations; the Board set a Nov 7, 2025–Nov 6, 2026 execution window.

The business mechanism reduces outstanding free float if shares are cancelled or held in treasury and supplies shares for compensation plans without new issuance. The filing explicitly states the Board evaluated obligations to creditors and available liquidity and concluded the program does not impair contractual commitments. That statement is factual as disclosed and should be read as the Board's internal assessment rather than an independent audit finding.

Key dependencies and risks include the actual cash used from the named reserve, market timing of purchases, and the pace of repurchases relative to the disclosed R$ 2,511,611,561.56 reserve; any material deviation in cash usage would be reportable. Watch the volume and timing of executed trades, periodic filings showing treasury share counts, and quarterly cash/working capital disclosures through Nov 6, 2026. These items provide observable metrics to judge execution and any potential pressure on liquidity.

EMBRAER S.A.
Publicly Held Company
CNPJ/MF: 07.689.002/0001-89
NIRE: 35.300.325.761

SÃO JOSÉ DOS CAMPOS, Brazil, Nov. 6, 2025 /PRNewswire/ -- EMBRAER S.A. ("Company") (B3: EMBR3, NYSE: ERJ), 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"), informs its shareholders and the market in general that the Board of Directors, in a meeting held on this date, November 6, 2025, approved a share buyback program for its own issued shares ("Share Buyback Program"):

Purpose: acquisition of common shares, all registered, book-entry and with no par value, issued by the Company, all legal limits respected and based on available resources, for holding in treasury, cancellation, or subsequent sale of the shares on the market, as well as to fulfill the obligations and with the protection of commitments assumed by the Company under its share-based compensation plans.

Maximum number of shares to be acquired: up to 10,800,000 (ten million, eight hundred thousand) ordinary shares issued by the Company, which represent approximately 1.5% of the 733,566,139 (seven hundred thirty-three million, five hundred sixty-six thousand, one hundred thirty-nine) outstanding common shares issued by the Company in the market, as of this date, in accordance with CVM Instruction no. 77, of March 29, 2022, article 1^st, sole paragraph, item I, with the Company holding, as of this date, 6,898,905 (six million, eight hundred ninety-eight thousand, nine hundred five) shares in treasury.

Maximum term: the Share Buyback Program will come into effect on November 7, 2025, and will last for 12 (twelve) months, that being, until November 6, 2026.

Price and Method of Acquisition: The acquisitions will be carried out on the stock exchange, at B3 S.A. – Brasil, Bolsa, Balcão, at market prices and intermediated through the following financial institution: BTG Pactual Serviços Financeiros S/A DTVM.

The Company's Executive Board will determine the timing and the number of shares to be effectively acquired, observing the limits and validity period established by the Board of Directors and applicable regulations, with only resources available in accordance with Article 7, §1, of CVM Resolution 77 being used, arising from the Company's Investment and Working Capital Reserve, as determined in the financial statements for the fiscal year ended September 30, 2025, disclosed on November 04, 2025, with a value corresponding to R$ 2,511,611,561.56 (two billion, five hundred and eleven million, six hundred and eleven thousand, five hundred and sixty-one reais and fifty-six cents).

The Company believes that the acquisition of its own issued shares will not impact the shareholder composition or its administrative structure. The members of the Board of Directors consider that the Company's current financial situation is compatible with the execution of the Share Buyback Program under the approved conditions and believe that the share buyback will not impair the fulfillment of obligations assumed with creditors. This conclusion stems from an evaluation of the potential financial amount to be used in the Share Buyback Program when compared to (i) the level of obligations assumed with creditors, with the Company having the capacity to meet its financial commitments; and (ii) the amount available in cash, cash equivalents, and the Company's financial investments.

For more information on the Share Buyback Program, please refer to the information attached to the minutes of the Board of Directors' meeting held on this date, which have been duly made available on the Company's investor relations website and the CVM website, approving the Share Buyback Program, prepared in accordance with 'Annex G' to CVM Resolution No. 80, dated March 29, 2022, as amended.

Antonio Carlos Garcia
Executive Vice President, Financial & Investor Relations

View original content:https://www.prnewswire.com/news-releases/material-fact-of-share-buyback-program-302608006.html

SOURCE Embraer S.A.

FAQ

What size buyback did Embraer (ERJ) approve on November 6, 2025?

The Board approved repurchases of up to 10,800,000 ordinary shares, about 1.5% of outstanding common shares.

When does the Embraer (ERJ) buyback program start and end?

The program starts on November 7, 2025 and runs for 12 months until November 6, 2026.

How will Embraer (ERJ) fund the November 2025 buyback program?

Purchases will use available resources per CVM rules, linked to the Investment and Working Capital Reserve valued at R$ 2,511,611,561.56 as of September 30, 2025.

Through which market and intermediary will Embraer (ERJ) conduct repurchases?

Repurchases will occur on B3 at market prices and be intermediated by BTG Pactual Serviços Financeiros S/A DTVM.

What purposes did Embraer (ERJ) state for the buyback program?

The company said purchases may be held in treasury, cancelled, resold, or used to fulfill share-based compensation obligations.

Will Embraer (ERJ) say the buyback affects shareholder composition or creditor obligations?

The Board indicated it does not expect the buyback to materially change shareholder composition or impair obligations to creditors.