ERJ files indenture and form of 5.400% notes maturing 2038

Rhea-AI Filing Summary

Embraer S.A. furnished a current report that includes a Second Supplemental Indenture dated October 9, 2025 between Embraer Netherlands Finance B.V. (issuer), Embraer S.A. (guarantor) and The Bank of New York Mellon (trustee, paying agent, registrar and transfer agent). The filing includes the form of 5.400% Notes due 2038 as part of that indenture. Legal opinions on Brazilian, New York and Dutch law are provided by Thalita Alfano Soulas Grandis, Milbank LLP and Loyens & Loeff N.V. respectively, and each firm’s consent is included. The report is signed by Antonio Carlos Garcia, Executive Vice President of Finance and Investor Relations.

Positive

• Second Supplemental Indenture dated October 9, 2025 is furnished, showing a formal legal document is in place
• Form of 5.400% Notes due 2038 is included, specifying the note terms' template
• Legal opinions and consents covering Brazilian, New York and Dutch law are provided

Negative

• None.

Insights

Debt Capital Markets Analyst

TL;DR: The filing furnishes a supplemental indenture and the form of 5.400% notes due 2038, with legal opinions and consents.

The document attaches a Second Supplemental Indenture dated October 9, 2025 and the form of 5.400% Notes due 2038, indicating the legal framework for those securities.

The filing also includes counsels' opinions on Brazilian, New York and Dutch law and the corresponding consents, and it is executed by the company's Executive Vice President of Finance and Investor Relations.

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 October 2025

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 ☒    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): ☐

This report and exhibits are incorporated by reference into the Registration Statement on Form F-3 of Embraer S.A. (No. 333-284698) and Embraer Netherlands Finance B.V. (No. 333-284698-01), and shall be deemed to be a part thereof from the date on which this report is furnished to the SEC, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit Number		Description
4.1		Second Supplemental Indenture, dated October  9, 2025, among Embraer Netherlands Finance B.V., as issuer, Embraer S.A., as guarantor, and The Bank of New York Mellon, as trustee, paying agent, registrar and transfer agent.
4.2		Form of 5.400% Notes due 2038 (Included in Exhibit 4.1).
5.1		Opinion of Thalita Alfano Soulas Grandis, General Counsel of Embraer S.A., as to matters of Brazilian law.
5.2		Opinion of Milbank LLP, as to matters of New York law.
5.3		Opinion of Loyens & Loeff N.V., as to matters of Dutch law.
23.1		Consent of Thalita Alfano Soulas Grandis, General Counsel of Embraer S.A. (included in Exhibit 5.1).
23.2		Consent of Milbank LLP (included in Exhibit 5.2).
23.3		Consent of Loyens & Loeff N.V. (included in Exhibit 5.3)

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: October 9, 2025

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 (ERJ) file in this 6-K?

The filing furnishes a Second Supplemental Indenture dated October 9, 2025 and the form of 5.400% Notes due 2038, plus legal opinions and consents.

What is the stated interest rate and maturity for the notes in the filing?

The notes are shown as 5.400% interest and mature in 2038.

Which entities are named in the supplemental indenture?

The indenture names Embraer Netherlands Finance B.V. as issuer, Embraer S.A. as guarantor, and The Bank of New York Mellon as trustee and agent.

Are legal opinions included with the filing?

Yes. Opinions are included from Thalita Alfano Soulas Grandis (Brazilian law), Milbank LLP (New York law) and Loyens & Loeff N.V. (Dutch law), with each consent attached.

Who signed the current report for Embraer?

The report is signed by Antonio Carlos Garcia, Executive Vice President of Finance and Investor Relations.