Announcement by Embraer S.A. of Increase of the Maximum Tender Amount of
Offers to Purchase for Cash Certain Outstanding Securities
São Paulo, September 23, 2025 – Embraer S.A. (“Embraer”) (NYSE: ERJ) announces that Morgan Stanley & Co. LLC
(the “Offeror”), with respect to its previously announced cash tender offers (each offer, an “Offer” and, collectively, the “Offers”) of outstanding (i) 6.950% senior unsecured guaranteed
notes due 2028 (the “2028 Notes”) and (ii) 7.000% senior unsecured guaranteed notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”), in each case, issued by Embraer
Netherlands Finance B.V. and guaranteed by Embraer, subject to the conditions set forth in the offer to purchase, dated September 22, 2025 (the “Offer to Purchase”), that it has increased the Maximum Tender Amount of the
Offers.
As previously announced by Embraer, it successfully priced an offering of US$1,000,000,000 aggregate principal amount of 5.400% senior unsecured
guaranteed notes due 2038 (the “New Notes”).
Accordingly, subject to the terms and conditions of the Offers as set forth in the Offer
to Purchase, the Offeror has increased the Maximum Tender Amount, from (a) an aggregate principal amount of Notes that will not result in an Aggregate Purchase Price exceeding US$750,000,000 (subject to increase or decrease by the Offeror in
its sole discretion, the “Original Maximum Tender Amount”) to (b) an aggregate principal amount of Notes that will not result in an Aggregate Purchase Price exceeding US$1,000,000,000 (subject to increase or decrease by the
Offeror in its sole discretion, the “New Maximum Tender Amount”).
Except as described above in respect of the New Maximum Tender
Amount, the terms of the Offers remain unchanged, including, without limitation, the Early Tender Date, the Withdrawal Date, the Early Settlement Date, the Expiration Date and the Final Settlement Date, each as defined in the Offer to Purchase.
Holders who have previously validly tendered (and not withdrawn) their Notes will not need to re-tender their Notes to be eligible to receive the Total Consideration.
Capitalized terms used in this press release but not otherwise defined shall have the meanings given to them in the Offer to Purchase.
Information on the Offers
The Offers are scheduled to
expire at 5:00 p.m., New York City time, October 21, 2025, unless extended or earlier terminated by the Offeror in its sole discretion (such time and date, as it may be extended or earlier terminated (the “Expiration Date”).
Holders of Notes who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on October 3, 2025, unless extended or earlier terminated by the Offeror in its sole discretion (such time and date, as
it may be extended or earlier terminated, the “Early Tender Date”) will be eligible to receive the Total Consideration for the Notes. Holders of Notes who validly tender their Notes after the Early Tender Date but at or prior to
the Expiration Date in the manner described in the Offer to Purchase will not be eligible to receive the Early Tender Payment and will, therefore, only be eligible to receive the Tender Consideration. Validly tendered Notes may be validly withdrawn
at any time prior to the Early Tender Date but not thereafter, except as the Early Tender Date may extended or earlier terminated by the Offeror in its sole discretion.
Subject to the New Maximum Tender Amount, the amount of a series of Notes that are accepted for purchase in the Offers on any Settlement Date (as defined
herein) will be based on the order of priority (the “Acceptance Priority Level”) for such series of Notes set forth in the Offer to Purchase, subject to the proration arrangements applicable to the Offers and as otherwise
described in the Offer to Purchase.
The “Total Consideration” payable per US$1,000 principal amount of Notes validly tendered and
accepted for purchase pursuant to the Offers, will be determined in the manner described in the Offer to Purchase by reference to the applicable Fixed Spread for such Notes specified in the Offer to Purchase plus the applicable yield based on
the bid-side price of the applicable U.S. Treasury Reference Security specified in the Offer to Purchase at 10:00 a.m., New York City time, on the Price Determination Date. The “Tender
Consideration” equals the Total Consideration minus the Early Tender Payment.
If the aggregate principal amount of the Notes validly
tendered (and not validly withdrawn) at or prior to the Early Tender Date or the Expiration Date exceeds the New Maximum Tender Amount, a prorated amount of the Notes validly tendered (and not validly withdrawn) by holders of the Notes at or prior
to the Early Tender Date or the Expiration Date, as the case may be, will be accepted for purchase.
