Embraer (NYSE: ERJ) 6-K adds underwriting agreement to Form F-3

Rhea-AI Filing Summary

Embraer S.A., a foreign private issuer based in Brazil, furnished a Form 6-K for September 2025. The filing primarily serves a legal and administrative purpose, attaching an Underwriting Agreement as Exhibit 1.1 and incorporating it by reference into the company’s existing shelf registration on Form F-3, together with Embraer Netherlands Finance B.V. No operating or earnings results are discussed in this report.

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 September 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 exhibit 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and shall be deemed to be a part thereof from the date on which this report is furnished to the SEC, to the extent not superseded by documents or reports subsequently filed or furnished.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 1.1 — Underwriting Agreement

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: September 23, 2025

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

FAQ

What is the purpose of Embraer (ERJ) filing this Form 6-K?

The Form 6-K updates Embraer’s U.S. disclosure by furnishing an Underwriting Agreement as an exhibit. This agreement is legally incorporated by reference into the company’s existing Form F-3 shelf registration, aligning offering documentation with SEC requirements.

Does this Embraer (ERJ) Form 6-K include new financial or earnings data?

No, the Form 6-K does not present new financial or earnings information. It functions mainly as a procedural filing, ensuring the attached Underwriting Agreement becomes part of the company’s existing Form F-3 registration materials with the SEC.

What is the significance of the Underwriting Agreement in Embraer’s (ERJ) Form 6-K?

The Underwriting Agreement, filed as Exhibit 1.1, outlines terms under which underwriters may handle securities offerings. By incorporating it into the Form F-3 registration, Embraer and Embraer Netherlands Finance B.V. align their offering framework with that agreement.

How does this Form 6-K affect Embraer’s (ERJ) Form F-3 shelf registration?

The Form 6-K states that the report and exhibit are incorporated by reference into the existing Form F-3 shelf registration. This means the Underwriting Agreement becomes a formal part of the registration, unless later superseded by subsequent filings.

Who signed Embraer’s (ERJ) September 2025 Form 6-K?

The Form 6-K was signed on behalf of Embraer S.A. by Antonio Carlos Garcia. His title in the filing is Executive Vice President of Finance and Investor Relations, indicating senior responsibility for financial and investor communications.