Embraer sets equity swap up to 10,932,998 shares for LTIP hedge

Embraer S.A. announced that its Board approved an equity swap program with Banco Itaú Unibanco S.A., referenced to Embraer’s own common shares.

Rhea-AI Filing Summary

Embraer S.A. announced that its Board approved an equity swap program with Banco Itaú Unibanco S.A., referenced to Embraer’s own common shares. The swap allows cash settlement within a maximum of 12 months from November 7, 2025 and sets maximum exposure of up to 10,932,998 common shares, subject to CVM Resolution No. 77/22.

Under the agreement, Embraer will receive the price variation of its shares plus any dividends on the referenced shares, and will pay CDI plus a spread during the term. The stated purpose is to mitigate share price fluctuations tied to future payments under the company’s long-term incentive plans based on phantom shares.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Embraer (ERJ) announce in this 6-K?

The Board approved equity swap agreements with Banco Itaú Unibanco S.A., referenced to Embraer’s shares, with cash settlement within 12 months from November 7, 2025.

What is the maximum exposure of Embraer’s equity swap?

The equity swap permits maximum exposure of up to 10,932,998 common shares, within the limits of CVM Resolution No. 77/22.

How will the equity swap settle and over what period?

It provides for cash settlement, within a maximum period of 12 months from November 7, 2025.

What payments will Embraer receive and pay under the swap?

Embraer will receive the price variation of its shares plus dividends, and will pay CDI plus a spread during the agreement’s term.

What is the purpose of Embraer’s equity swap program?

To mitigate share price fluctuations related to future payments under Embraer’s long-term incentive plans (phantom shares).

Who is the counterparty to the equity swap?

The counterparty is Banco Itaú Unibanco S.A..

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/07/2025 - 06:05 AM Learn about SEC filing dates

____________________________________________________

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 November 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 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”) informs its shareholders and the market that its Board of Directors, in a meeting held on November 6, 2025, according to the minutes published on the CVM and Investor Relations websites, approved the execution by the Company, with Banco Itaú Unibanco S.A., of derivative agreements of “Equity Swap”, referenced in the shares issued by the Company. Equity Swap agreements will observe the following limits and conditions:

Equity Swap Settlement: cash settlement, within a maximum period of 12 months from November 7, 2025.

Maximum Exposure: up to 10,932,998 common shares, observing the limit established in CVM Resolution No. 77/22.

Conditions: the Equity Swap will allow the Company to receive the price variation related to its shares traded on the stock exchange plus any dividends distributed to the shares subject to the Equity Swap (active end) and pay CDI plus a spread (passive end), during the term of the agreement.

Purpose: need to mitigate fluctuations in the prices of shares issued by the Company, in view of future payments to be made by the Company within the scope of its long-term incentive plans (phantom shares).

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 7, 2025

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