Embraer (EMBJ) ends buyback early and unwinds Equity Swap deals

Rhea-AI Filing Summary

Embraer S.A. completed its previously approved share buyback program earlier than planned, after repurchasing 10.932.998 ordinary shares using only its own available resources. These shares were intended for treasury, cancellation, resale, and to satisfy share-based compensation plans.

The program had been scheduled to run for 12 months until March 5, 2027, but was terminated ahead of time. Embraer states that its shareholder structure and governance were unchanged and its financial position remained compatible with the buybacks. The company also unwound Equity Swap agreements with Banco Itaú Unibanco S.A., originally tied to up to 10.932.998 ordinary shares for long-term incentive plan obligations.

Form 6-K: How Foreign Companies Report to the SEC →

____________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 6-K

__________________________________

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of March 2026

Commission File Number: 001-15102

__________________________________

Embraer S.A.

__________________________________

Avenida Dra. Ruth Cardoso, 8501,

30th floor (part), Pinheiros, São Paulo, SP, 05425-070, Brazil

(Address of principal executive offices)

__________________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

EMBRAER S.A.

Publicly Held Company

CNPJ/MF: 07.689.002/0001-89

NIRE: 35.300.325.761

MATERIAL FACT

EMBRAER S.A. (“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.

São José dos Campos, March 6, 2026.

Antonio Carlos Garcia
Executive Vice President, Financial & Investor Relations

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 6, 2026

Embraer S.A.
By:		/s/ Antonio Carlos Garcia
		Name:		Antonio Carlos Garcia
		Title:		Executive Vice President of Finance and Investor Relations

FAQ

What did Embraer (EMBJ) announce in its March 2026 Form 6-K?

Embraer announced it has completed its share buyback program and unwound related Equity Swap agreements. The program repurchased 10.932.998 ordinary shares and ended earlier than its original March 5, 2027 schedule, using only the company’s own available resources.

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

Embraer repurchased 10.932.998 ordinary shares under its share buyback program. These shares may be held in treasury, cancelled, resold, or used to meet obligations under share-based compensation and long-term incentive plans, according to the company’s disclosure.

Why did Embraer (EMBJ) implement the share buyback program?

Embraer’s buyback program aimed to acquire ordinary shares for treasury, cancellation, or later sale, and to support share-based compensation plans. This structure gives flexibility to manage capital allocation and satisfy long-term incentive obligations using repurchased shares rather than issuing new ones.

Did Embraer’s buybacks affect its shareholder structure or financial position?

Embraer states the buybacks did not change its shareholder structure or administrative organization. The company also reports its financial position remained compatible with the acquisitions, allowing it to meet all obligations to creditors while executing the share repurchase program.

What were Embraer’s Equity Swap agreements with Banco Itaú Unibanco?

Embraer entered Equity Swap agreements with Banco Itaú Unibanco S.A. to mitigate share price fluctuations for future long-term incentive plan payments, with maximum exposure of up to 10.932.998 shares. These agreements, originally set for up to 12 months, were settled early on March 6, 2026.

When was Embraer’s share buyback program originally scheduled to end?

The share buyback program was originally scheduled to last 12 months, ending on March 5, 2027. Embraer chose to complete the program early after repurchasing all shares initially contemplated, and confirmed compliance with applicable legal and regulatory limits throughout its execution.