Embraer (ERJ) launches 1.5% share repurchase; 12‑month term
Rhea-AI Filing Summary
Embraer S.A. (ERJ) approved a share buyback program authorizing the repurchase of up to 10,800,000 ordinary shares, approximately 1.5% of the 733,566,139 outstanding common shares as of the approval date. The program begins on November 7, 2025 and runs for 12 months, through November 6, 2026.
Purchases will occur on B3 at market prices via BTG Pactual Serviços Financeiros S/A DTVM. The company plans to use available resources, including its Investment and Working Capital Reserve identified in financial statements for the fiscal year ended September 30, 2025, totaling R$ 2,511,611,561.56. Embraer currently holds 6,898,905 shares in treasury. The board states the program aligns with its financial capacity and will not impair obligations to creditors, and shares may be held in treasury, canceled, resold, or used to meet share-based compensation commitments.
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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 November 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: 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”), 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 1st, 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.
São José dos Campos, November 6, 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: November 6, 2025
| Embraer S.A. | ||||
| By: |
/s/ Antonio Carlos Garcia | |||
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Name: |
Antonio Carlos Garcia | |||
| Title: | Executive Vice President of Finance and Investor Relations | |||
FAQ
What did Embraer (ERJ) announce in its Form 6-K?
What proportion of Embraer’s shares does the buyback cover?
What is the duration of Embraer’s buyback program?
Where and how will Embraer repurchase shares?
What funds are available to support the buyback?
How many Embraer shares are currently held in treasury?
What are the intended uses of repurchased shares?
