What does a phantom share mean in the EMBRER S.A. (ERJ) Form 4?

A phantom share is described as the economic equivalent of one Embraer S.A. common share. It usually tracks the value of the stock for compensation purposes, providing share-based incentives without issuing actual shares at the grant date.

Embraer (NYSE: ERJ) VP receives 6,222 phantom shares in new grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

EMBRAER S.A. Vice President, Supply Chain Roberto de Deus Chaves reported compensation-related activity involving phantom stock linked to the company’s common shares. On April 23, 2026, he received a grant of 6,222 Phantom Shares at an exercise price of zero, each economically equivalent to one common share and exercisable on April 23, 2029.

The filing also lists existing phantom stock holdings tied to 6,351 and 12,202 common shares with scheduled expiration dates in 2028 and 2027, respectively, highlighting multiple outstanding long-term incentive awards rather than open-market share purchases or sales.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Chaves Roberto de Deus

Role Vice President, Supply Chain

Type	Security	Shares	Price	Value
Grant/Award	Phantom Shares	6,222	$0.00	--
holding	Phantom Shares	--	--	--
holding	Phantom Shares	--	--	--

Holdings After Transaction: Phantom Shares — 6,222 shares (Direct, null)

Footnotes (1)

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Key Figures

New phantom share grant: 6,222 Phantom Shares Exercise price of grant: $0.0000 per share Grant exercise/expiration date: April 23, 2029 +2 more

5 metrics

New phantom share grant 6,222 Phantom Shares Grant dated April 23, 2026

Exercise price of grant $0.0000 per share Phantom Shares exercise price

Grant exercise/expiration date April 23, 2029 New 6,222 Phantom Shares

Existing phantom position 6,351 underlying shares Expiration March 13, 2028

Existing phantom position 12,202 underlying shares Expiration March 14, 2027

Key Terms

Phantom Shares, phantom stock, Common Shares, exercise price

4 terms

Phantom Shares financial

"security_title: "Phantom Shares" with underlying common shares"

Phantom shares are a form of employee or executive compensation that mimics the economic value of owning company stock without actually issuing real shares; holders receive cash or equivalent payments tied to the company’s share price or dividends. Think of it like a receipt that pays out if the stock rises — it aligns managers’ interests with shareholders but does not dilute ownership, while creating a future cash obligation that investors should watch as it can affect company cash flow and valuation.

phantom stock financial

"Each share of phantom stock is the economic equivalent of one share"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Common Shares financial

"underlying_security_title: "Common Shares" linked to phantom awards"

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

exercise price financial

"conversion_or_exercise_price is shown as 0.0000"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Form 4 Insider Transactions: What Each Field Means →

04/27/2026 - 07:19 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chaves Roberto de Deus

(Last)

(First)

(Middle)

AV. BRIGADEIRO FARIA LIMA, 2170 - PUTIM

(Street)

SAO JOSE DOS CAMPOS

SAO PAULO

12227-901

(City)

(State)

(Zip)

BRAZIL

(Country)

2. Issuer Name and Ticker or Trading Symbol
EMBRAER S.A. [ EMBJ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Supply Chain

2a. Foreign Trading Symbol
[EMBJ3]

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Shares	⁽¹⁾							03/14/2027	03/14/2027	Common Shares	12,202		12,202	D
Phantom Shares	⁽¹⁾							03/13/2028	03/13/2028	Common Shares	6,351		6,351	D
Phantom Shares	⁽¹⁾	04/23/2026		A		6,222		04/23/2029	04/23/2029	Common Shares	6,222	$0	6,222	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of Embraer S.A. common stock.

	/s/ Roberto de Deus Chaves	04/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did EMBRER S.A. (ERJ) executive Roberto de Deus Chaves report on this Form 4?

He reported phantom stock activity as part of his compensation. The filing shows a new grant of 6,222 Phantom Shares and updates of existing phantom awards tied to Embraer common shares, with specified future exercise and expiration dates.

How many phantom shares were granted to the EMBRER S.A. (ERJ) executive?

He was granted 6,222 Phantom Shares. Each phantom share is economically equivalent to one Embraer S.A. common share, giving him additional long-term incentive exposure without an immediate cash exercise cost or open-market stock transaction.

When do the newly reported EMBRER S.A. (ERJ) phantom shares become exercisable or expire?

The newly granted 6,222 Phantom Shares carry an exercise and expiration date of April 23, 2029. Earlier phantom awards listed in the filing show expiration dates in March 2027 and March 2028, reflecting different long-term incentive grant vintages.

Did the EMBRER S.A. (ERJ) executive buy or sell common stock in this Form 4?

The filing does not show open-market stock purchases or sales. It reports phantom stock awards and holdings, which are compensation-linked instruments economically tied to common shares rather than direct trades in Embraer’s listed common stock.

What existing phantom stock positions does the EMBRER S.A. (ERJ) Form 4 disclose?

The filing lists existing phantom stock holdings tied to 6,351 and 12,202 underlying common shares. These positions have exercise or expiration dates in March 2028 and March 2027, indicating previously granted long-term incentive awards still outstanding.