Embraer (NYSE: ERJ) prices US$1B 5.400% 2038 notes for refinancing

Rhea-AI Filing Summary

Embraer S.A. announced that its indirect subsidiary, Embraer Netherlands Finance B.V., has priced an offering of US$1,000,000,000 in 5.400% notes due 2038, at an issue price of 99.672% of principal, guaranteed by Embraer and registered under the U.S. Securities Act.

The company expects to use the net proceeds mainly to fund cash tender offers for its outstanding 6.950% notes due 2028 and 7.000% notes due 2030, with any remaining proceeds for general corporate purposes. The notes are expected to be listed on the New York Stock Exchange, with closing anticipated on or about October 9, 2025.

Insights

Debt capital markets analyst

Embraer is refinancing costlier debt with a new US$1B 2038 bond.

Embraer, via Embraer Netherlands Finance B.V., priced US$1,000,000,000 of 5.400% notes due 2038 at 99.672% of principal, guaranteed by Embraer. The notes are registered under the Securities Act and are expected to list on the New York Stock Exchange.

The company expects to use most net proceeds to fund tender offers for existing 6.950% notes due 2028 and 7.000% notes due 2030, with any remainder for general corporate purposes. This shifts part of its debt profile into a longer maturity at a stated coupon of 5.400%.

Closing is expected on or about October 9, 2025, so execution depends on market and closing conditions. Actual impact on interest expense and leverage will depend on how many 2028 and 2030 notes are tendered in the concurrent offers managed by Morgan Stanley & Co. LLC as offeror.

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): ☐

Announcement of Embraer Netherlands Finance B.V.’s

Pricing of US$1,000,000,000 of 5.400% Notes Due 2038

São Paulo, September 22, 2025 – Embraer S.A. (“Embraer”) (NYSE: ERJ) announced today that its indirect subsidiary, Embraer Netherlands Finance B.V. (“Embraer Finance”), has priced an offering of US$1,000,000,000 in aggregate principal amount of 5.400% notes due 2038 (the “Notes”), at an issue price of 99.672% of principal amount, guaranteed by Embraer. The Notes have been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and are expected to be listed on the New York Stock Exchange. Closing is expected to occur on or about October 9, 2025.

Embraer expects to use (i) the net proceeds from the offering to fund the purchase of notes that will be tendered pursuant to the concurrent tender offers launched today by Morgan Stanley & Co. LLC, as offeror, to purchase for cash certain outstanding 6.950% senior unsecured guaranteed notes due 2028 and 7.000% senior unsecured guaranteed notes due 2030, issued by Embraer Finance, and guaranteed by Embraer, subject to the terms and conditions of the concurrent tender offers, and (ii) the remainder of the net proceeds, if any, for general corporate purposes.

BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc. are acting as global coordinators and joint bookrunners for the Notes, and Commerz Markets LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC and UBS Securities LLC are acting as joint bookrunners for the Notes.

Embraer has filed a prospectus supplement under its registration statement (including a prospectus) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) for the offering of the notes. Before you invest, you should read the prospectus and related prospectus supplement and other documents that Embraer has filed with the SEC for more complete information about Embraer and the offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Copies of the prospectus and related prospectus supplement relating to the offering may also be obtained by calling BNP Paribas Securities Corp at +1 (800) 854-5674; Goldman Sachs & Co. LLC at 1-866-471-2526; Morgan Stanley & Co. LLC at +1 (866) 718-1649; SMBC Nikko Securities America, Inc at + 1-888-868-6856; Commerz Markets LLC at +1-800-233-9164; Mizuho Securities USA LLC at +1 866-271-7403; MUFG Securities Americas Inc. at +1-877-649-6848; Natixis Securities Americas LLC at + 1 212-891-6154 and UBS Securities LLC at +1 (833) 481-0269.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements.

Embraer S.A.

Antonio Carlos Garcia

Head of Investor Relations

+55 (11) 3040-6874

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 22, 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 S.A. (ERJ) announce in this 6-K filing?

Embraer S.A. announced that its indirect subsidiary, Embraer Netherlands Finance B.V., priced US$1,000,000,000 of 5.400% notes due 2038. The notes are guaranteed by Embraer, registered under the U.S. Securities Act, and expected to be listed on the New York Stock Exchange.

What are the key terms of Embraer’s new 5.400% notes due 2038?

The new securities are US$1,000,000,000 in aggregate principal amount of notes bearing a 5.400% coupon and maturing in 2038. They were priced at 99.672% of principal amount, are guaranteed by Embraer, registered under the U.S. Securities Act, and expected to trade on the NYSE.

How does Embraer (ERJ) plan to use the US$1,000,000,000 notes proceeds?

Embraer expects to use the net proceeds primarily to fund tender offers for its outstanding 6.950% senior unsecured guaranteed notes due 2028 and 7.000% senior unsecured guaranteed notes due 2030. Any remaining proceeds are expected to be used for general corporate purposes.

When is the closing of Embraer’s 5.400% 2038 notes offering expected?

Closing of the 5.400% notes due 2038 is expected to occur on or about October 9, 2025. This timing is based on current expectations and is mentioned alongside the planned New York Stock Exchange listing for the newly issued notes.

Which banks are involved in Embraer’s new notes offering?

BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc. are acting as global coordinators and joint bookrunners. Commerz Markets, Mizuho Securities USA, MUFG Securities Americas, Natixis Securities Americas, and UBS Securities act as joint bookrunners.

What existing Embraer debts are targeted by the concurrent tender offers?

The concurrent tender offers launched by Morgan Stanley & Co. LLC target certain outstanding 6.950% senior unsecured guaranteed notes due 2028 and 7.000% senior unsecured guaranteed notes due 2030. Both series were issued by Embraer Netherlands Finance B.V. and are guaranteed by Embraer.