Embraer (NYSE: ERJ) calls 7.000% 2030 notes for full redemption

Rhea-AI Filing Summary

Embraer S.A. reported that its indirect subsidiary Embraer Netherlands Finance B.V. will redeem all outstanding 7.000% Notes due 2030. The notes are scheduled to be redeemed on June 2, 2026 under the terms of the July 28, 2023 Indenture.

The redemption price will be the greater of 100% of principal or a make-whole amount based on the present value of remaining payments discounted at the Treasury Rate plus 50 basis points, in each case plus accrued interest and any Additional Amounts. The redemption is being carried out pursuant to a formal Redemption Notice delivered to holders.

Insights

Credit and capital structure analyst

Embraer is calling its 7.000% 2030 notes early under a make-whole formula.

Embraer is redeeming all outstanding 7.000% Notes due 2030 through its finance subsidiary on June 2, 2026. The redemption follows the terms of the July 28, 2023 Indenture and applies to all notes held through DTC.

The redemption price equals the greater of 100% of principal or the make-whole amount, which discounts remaining principal and interest at the relevant Treasury Rate plus 50 basis points, then adds accrued interest and any Additional Amounts. This structure compensates holders for early repayment according to predefined terms.

Actual economic impact depends on the principal outstanding and the applicable Treasury Rate at the time of calculation, which are not detailed here. Future company filings may clarify broader balance sheet effects associated with this redemption.

Key Figures

Coupon rate: 7.000% Redemption date: June 2, 2026 Treasury spread: 50 basis points +2 more

5 metrics

Coupon rate 7.000% Interest rate on Notes due 2030

Redemption date June 2, 2026 Scheduled Redemption Date for all outstanding notes

Treasury spread 50 basis points Spread over Treasury Rate used in make-whole amount

Indenture date July 28, 2023 Date of Indenture governing the notes and redemption terms

Form type Form 6-K Report of Foreign Private Issuer for May 2026

Key Terms

Make-Whole Amount, Treasury Rate, Additional Amounts, Indenture, +2 more

6 terms

Make-Whole Amount financial

"the Make-Whole Amount), plus, in each case, accrued interest"

A make-whole amount is the cash payment a borrower must give investors when it pays off a bond or loan early, designed to compensate them for lost future interest. Think of it like an early-termination fee that equals the current value of the remaining scheduled payments (often calculated using a set interest rate) so investors are put “made whole”; it matters because it changes how costly early refinancing is and affects bond values and investor returns.

Treasury Rate financial

"discounted to the Redemption Date ... at the Treasury Rate plus 50 basis points"

The treasury rate is the interest yield governments pay when they borrow by issuing debt securities; it represents the baseline cost of money set by a sovereign issuer. Investors use it as a benchmark because it helps value other investments, sets borrowing costs across the economy, and signals confidence in public finances—think of it as the financial equivalent of a ruler or reference price that many other rates and valuations are measured against.

Additional Amounts financial

"accrued interest (including additional interest, if any), and any Additional Amounts, on the principal"

Additional amounts are extra payments or charges that are added on top of a stated sum in contracts, securities, or settlements — for example extra interest, fees, tax items, or post‑closing adjustments. For investors, they matter because these extras change the true cost or return of a transaction; like unexpected shipping and taxes on an online order, additional amounts can alter cash flow, profit margins and the value of an investment.

Indenture regulatory

"terms and conditions set forth in that certain Indenture, dated as of July 28, 2023"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Par Call Date financial

"discounted to the Redemption Date (assuming such Securities matured on the Par Call Date)"

The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.

The Depository Trust Company financial

"all Notes are held through The Depository Trust Company (“DTC”)"

The Depository Trust Company is a large organization that safely manages and keeps electronic records of ownership for stocks, bonds, and other securities. It acts like a digital warehouse, making it easier and faster for investors to buy, sell, and transfer investments without needing physical paper certificates. This helps ensure transactions are secure, accurate, and completed smoothly.

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 May 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): ¨

Announcement of Embraer Netherlands Finance B.V.’s Redemption of 7.000% Notes Due 2030 São Paulo, May 21, 2026 – Embraer S.A. (“Embraer”) announced today that its indirect subsidiary, Embraer Netherlands Finance B.V. (“Embraer Finance”), has issued a notice of redemption (the “Redemption Notice”) to holders (“Holders”) of its 7.000% Notes due 2030 (the “Notes”) for the redemption of all outstanding principal amount of any and all such Notes. The Notes will be redeemed on June 2, 2026 (the “Redemption Date”), in accordance with the terms and conditions set forth in that certain Indenture, dated as of July 28, 2023 (the “Indenture”). The redemption price for the Notes will be equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) (a) the sum of the present values of each remaining scheduled payment of principal and interest thereon discounted to the Redemption Date (assuming such Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day months) at the Treasury Rate plus 50 basis points less (b) interest accrued to the date of redemption (the “Make-Whole Amount”), plus, in each case, accrued interest (including additional interest, if any), and any Additional Amounts, on the principal amount of such Notes to (but not including) the Redemption Date (the “Redemption Price”), as defined in and determined in accordance with the Indenture. The foregoing summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Indenture. Embraer has been informed that all Notes are held through The Depository Trust Company (“DTC”). Notes held through DTC must be surrendered for redemption in accordance with DTC’s procedures. The redemption is being made solely pursuant to the Redemption Notice, dated as of May 21, 2026, which was delivered to Holders on May 21, 2026. Additional information concerning the terms and conditions of the redemption is fully described in the Redemption Notice. This press release does not constitute a notice of redemption of the Notes. Embraer S.A. Felipe Santana Santiago de Lima Executive Vice President of Finance and 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: May 21, 2026

Embraer S.A.
By:		/s/ Felipe Santana Santiago de Lima
		Name:		Felipe Santana Santiago de Lima
		Title:		Executive Vice President of Finance and Investor Relations

FAQ

What did Embraer (ERJ) announce about its 7.000% Notes due 2030?

Embraer announced that its indirect subsidiary will redeem all outstanding 7.000% Notes due 2030. The redemption follows the existing Indenture terms and applies to all notes held through DTC, meaning current holders will have their notes repaid on the stated redemption date.

When will Embraer’s 7.000% Notes due 2030 be redeemed?

The notes are scheduled to be redeemed on June 2, 2026. This date, defined as the Redemption Date, is when holders will receive the redemption price calculated under the Indenture, including principal, applicable make-whole amount, accrued interest, and any Additional Amounts.

How is the redemption price for Embraer’s 7.000% 2030 Notes calculated?

The redemption price equals the greater of 100% of principal or a make-whole amount. The make-whole amount uses the present value of remaining payments discounted at the Treasury Rate plus 50 basis points, then adds accrued interest and any Additional Amounts up to the Redemption Date.

Which Embraer entity is redeeming the 7.000% Notes due 2030?

The notes were issued by Embraer Netherlands Finance B.V., an indirect subsidiary of Embraer S.A. This finance subsidiary sent a formal Redemption Notice to all noteholders, and the transaction is being reported publicly by Embraer through this Form 6-K filing.

How must holders of Embraer (ERJ) 7.000% 2030 Notes surrender their securities?

Embraer has indicated that all notes are held through The Depository Trust Company. As a result, holders must surrender their notes for redemption in accordance with DTC’s procedures, typically through their brokerage or custodial institutions that interface with DTC.

Does the press release itself act as the redemption notice for Embraer’s 2030 Notes?

No, the press release does not serve as the formal redemption notice. The actual Redemption Notice was dated May 21, 2026 and delivered directly to holders, and it fully describes the detailed terms and conditions of the redemption transaction.