Embraer (ERJ) announces R$79.7M interest on equity and R$80M dividends to shareholders

Rhea-AI Filing Summary

Embraer S.A. declared supplementary interest on equity and interim dividends for its 2025 fiscal year. The board approved 4th quarter supplementary interest on equity totaling R$ 79,676,796.00, or R$ 0.11023887825 per ordinary share, which will be credited against mandatory dividends. Shareholders of record on B3 at the close of trading on December 15, 2025 are entitled to this payment, with shares and ADSs trading ex-rights from December 16, 2025 on B3 and December 19, 2025 on NYSE. Payment is scheduled to be made by January 14, 2026.

The board also declared interim dividends of R$ 80,000,000.00, equal to R$ 0.11068605544 per outstanding common share, based on profit as of October 31, 2025. These dividends go to shareholders of record at the close of trading on B3 on December 9, 2025, with ex-dividend trading from December 10, 2025 on B3 and December 19, 2025 on NYSE, and payment by December 30, 2025. Both IoE and dividend amounts per share or ADS may change slightly depending on future share repurchases.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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Report of Foreign Private Issuer

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

under the Securities Exchange Act of 1934

For the month of December 2025

Commission File Number: 001-15102

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Embraer S.A.

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Avenida Dra. Ruth Cardoso, 8501,

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

(Address of principal executive offices)

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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 nº 07.689.002/0001-89

NIRE 35.300.325.761

NOTICE TO SHAREHOLDERS

Embraer S.A. (“Company”) hereby informs its shareholders and the market in general that, on this date:

(i) Interest on Equity

The Company's Board of Directors declared in a meeting held today, the supplementary interest on equity, referring to the 4^th (fourth) quarter of the current fiscal year, which will end on December 31, 2025, in the total amount of R$ 79,676,796.00, equivalent to R$ 0.11023887825 per ordinary share issued by the Company (“IoE”). The IoE will be imputed to the mandatory dividends to be paid by the Company in relation to the current fiscal year, such amount integrating the amount of dividends distributed for all the effects provided for in the corporate legislation.

Will be entitled to receive the 4^th Quarter supplementary IoE the people registered as shareholders of the Company at the close of trading on B3 - Brasil, Bolsa, Balcão S.A. (“B3”) on December 15, 2025 (“Record Date - IoE”), respecting trades carried out up to and including this date; the shares issued by the Company and the American Depositary Shares (“ADSs”) traded on the New York Stock Exchange (“NYSE”) will be traded ex-4^th Quarter supplementary IoE on B3 as of December 16, 2025 (“Ex-IoE B3 Date”), and on NYSE as of December 19, 2025 (“Ex-IoE NYSE Date”); the 4^th Quarter supplementary IoE will be paid until January 14, 2026 (“Payment Deadline”), and the payment will occur without any adjustment or additional remuneration in relation to the amount approved; in relation to the ADSs, the payment of the 4^th quarter supplementary IoE will be carried out according to the rules defined by the depositary bank, JPMorgan Chase N.A., and the payment will occur without any adjustment or additional remuneration in relation to the amount approved.

The Ex-IoE B3 Date and the Ex-IoE NYSE Date approved in relation to the 4^th (fourth) quarter supplementary IoE, are also applicable to the 2^nd (second), 3^rd (third), 4^th (fourth) quarter IoE, replacing all previous decisions to the contrary with this one, for all purposes.

The amount per Share or per ADS to be paid in the form of IoE may vary slightly until the cut-off dates as a result of the Company's share buyback programs, which may impact the number of treasury shares. If this is the case, the Company will issue a new Notice to Shareholders informing them of the final amount per Share/ADS.

(ii) Dividends

The Company’s Board of Directors has declared, as of this date, interim dividends in the total gross amount equivalent to R$ 80,000,000.00, corresponding to the total gross amount of R$ 0.11068605544 per outstanding common share, calculated based on the profit recorded as of October 31, 2025, as authorized by Article 53 of the Company’s Bylaws (“Dividends”).

The right to receive the Dividends shall belong to those registered as shareholders of the Company at the close of trading on B3 on December 9, 2025, considering trades executed up to that date; the Company’s shares and ADSs traded on the NYSE shall be traded ex-Dividend on B3 as of December 10, 2025, and on the NYSE as of December 19, 2025; the Dividends shall be paid by December 30, 2025, with no adjustment or additional remuneration on the approved amount; regarding ADSs, payment of the Dividends shall follow the applicable procedures of the depositary bank JPMorgan Chase N.A.

The amount per Share or per ADS to be paid as dividends may vary slightly until the record dates due to the Company’s share repurchase programs, which may affect the number of treasury shares. If applicable, the Company will issue a new Notice to Shareholders informing them of the final amount per Share/ADS.

São José dos Campos, December 8, 2025.

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: December 8, 2025

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

FAQ

What distributions did Embraer (ERJ) announce in this Form 6-K?

Embraer announced two cash distributions: supplementary interest on equity for the 4th quarter of the 2025 fiscal year totaling R$ 79,676,796.00, and interim dividends totaling R$ 80,000,000.00, both to be paid to shareholders of record on specified dates.

How much interest on equity per share is Embraer (ERJ) paying?

The 4th quarter supplementary interest on equity approved by Embraer is R$ 0.11023887825 per ordinary share. This amount will be imputed to the mandatory dividends for the 2025 fiscal year and will also apply to ADSs, following the depositary bank procedures.

What is the dividend amount per Embraer (ERJ) common share?

The interim dividends declared by Embraer total R$ 80,000,000.00, corresponding to R$ 0.11068605544 per outstanding common share, calculated based on profit recorded as of October 31, 2025. ADS holders will receive equivalent amounts according to JPMorgan Chase N.A.’s procedures.

What are the record and ex-dividend dates for Embraer (ERJ) dividends?

For the interim dividends, shareholders must be on record at B3 at the close of trading on December 9, 2025. The shares and ADSs trade ex-dividend on B3 as of December 10, 2025 and on the NYSE as of December 19, 2025.

What are the record and ex-rights dates for Embraer (ERJ) interest on equity?

For the 4th quarter supplementary interest on equity, shareholders must be on record at B3 at the close of trading on December 15, 2025. The shares and ADSs trade ex-4th quarter supplementary IoE on B3 as of December 16, 2025 and on the NYSE as of December 19, 2025.

When will Embraer (ERJ) pay the declared interest on equity and dividends?

The 4th quarter supplementary interest on equity will be paid by January 14, 2026. The interim dividends will be paid by December 30, 2025. In both cases, no adjustment or additional remuneration will be added to the approved amounts.

Can Embraer’s (ERJ) per-share IoE and dividend amounts change?

Yes. Embraer states that the amount per share or ADS for both interest on equity and dividends may vary slightly until the relevant cut-off or record dates due to the impact of share repurchase programs on the number of treasury shares. If that occurs, a new notice will disclose the final per-share and per-ADS amounts.