UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 27, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
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(Commission File Number) | | (IRS Employer Identification No.) |
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1400 General Aviation Drive Melbourne, Florida | | |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (321) 751-5050
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | | Trading Symbol: | | Name of each exchange on which registered: |
Common Stock, par value $0.001 per share | | EVEX | | The New York Stock Exchange |
Warrants, each whole warrant exercisable for one share of Common Stock | | EVEXW | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 27, 2026, the Board of Directors (the “Board”) of the Company appointed Uallace Moreira Lima as a Class I director of the Board, effective February 1, 2026. Mr. Moreira was selected as a designee of BNDES Participações S.A. – BNDESPAR (“BNDESPAR”) pursuant to the letter agreement, dated August 13, 2025, by and among the Company, BNDESPAR and Embraer Aircraft Holding, Inc. to fill the vacancy on the Board created by the previously disclosed resignation of Maria Cordón.
The Board has determined that Mr. Moreira qualifies as an independent director under the rules of the New York Stock Exchange and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and meets the financial literacy requirements under the rules of the New York Stock Exchange. Mr. Moreira was also appointed to the Audit Committee of the Board, effective February 1, 2026.
At this time, the Company is not aware of any transactions in which Mr. Moreira has a direct or indirect interest that would require disclosure under Item 404(a) of Regulation S-K.
As a non-employee director, Mr. Moreira will be entitled to receive annual compensation consisting of R$260,000 of cash compensation and R$605,000 of equity awards.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| | EVE HOLDING, INC. |
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Date: January 29, 2026 | | By: | | /s/ Eduardo Siffert Couto |
| | | | Name: | | Eduardo Siffert Couto |
| | | | Title: | | Chief Financial Officer |
