[SCHEDULE 13D/A] Eve Holding, Inc. SEC Filing

Rhea-AI Filing Summary

Embraer affiliates report amendment to a Schedule 13D for Eve Holding, Inc. Embraer Aircraft Holding, Inc. and EMBRAER S.A. state they beneficially own 246,399,589 shares of Eve common stock, representing 81.9% of the class. The filing discloses that EAH agreed to subscribe for 4,123,711 additional shares at $4.85 per share for an aggregate purchase price of $19,999,998.35, funded from working capital. The purchase is subject to customary conditions, including approval by a majority of issued and outstanding shares and a waiting period of 20 business days after mailing an information statement on Schedule 14C. The amendment also describes a letter agreement granting BNDES Participacoes S.A. - BNDESPAR certain rights while it holds at least 2% of common stock, including the right to designate one Class I director, tag-along rights on certain EAH sales, and pro rata participation rights in future cash equity issuances.

Positive

• Clear majority ownership disclosed: Reporting persons beneficially own 246,399,589 shares (81.9%) of Eve common stock.
• Committed capital infusion: EAH agreed to purchase 4,123,711 shares for a total of $19,999,998.35, funded from working capital.

Negative

• Consummation conditional: The purchase is subject to customary conditions, including majority shareholder approval and a 20-business-day waiting period following mailing of a Schedule 14C information statement.
• Minority rights granted: BNDESPAR will receive director designation, tag-along rights, and pro rata participation rights while owning ≥2%, which alters governance and future issuance dynamics.

Insights

Financial Analyst

TL;DR: Embraer's affiliates maintain decisive control of Eve (81.9%) and agreed to a $20M subscription to acquire more shares, funded from working capital.

The amendment confirms consolidated beneficial ownership of 246,399,589 shares (81.9%). The incremental subscription for 4,123,711 shares at $4.85 per share would inject approximately $20.0 million of capital into Eve if consummated. Funding from working capital suggests no external financing is planned for the purchase. Completion hinges on customary approvals and a 20-business-day information mailing window, so timing and consummation are conditional. The arrangement with BNDESPAR allocates governance and preemptive rights to a minority purchaser, which may affect board composition and future equity dynamics.

Corporate Governance Expert

TL;DR: Majority owners reaffirm control while granting limited governance and preemptive rights to BNDESPAR contingent on a ≥2% stake.

The filing documents explicit governance accommodations: BNDESPAR may designate one Class I director from August 15, 2025 through the three-year director term beginning at the 2026 annual meeting, obtain tag-along rights for certain large sales by EAH, and receive pro rata participation rights in future cash equity issuances while EAH remains the largest beneficial owner. These contractual rights are precise and time-limited, and they create a formal minority governance role without altering the reported 81.9% beneficial ownership disclosed for the reporting persons.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Eve Holding, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

29970N104

(CUSIP Number)

Thomas W. Greenberg
One Manhattan West,
New York, NY, 10001
1-212-7357886

Thalita Alfano Sulas Grandis
Av. Dra. Ruth Cardoso, 8501, 30th floor,
Sao Paulo, D5, 05425-070
(55) 11 3040 6874

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/13/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 29970N104

1

Name of reporting person

Embraer Aircraft Holding, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 246,399,589.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 246,399,589.00

11

Aggregate amount beneficially owned by each reporting person

246,399,589.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

81.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 29970N104

1

Name of reporting person

EMBRAER S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRAZIL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 246,399,589.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 246,399,589.00

11

Aggregate amount beneficially owned by each reporting person

246,399,589.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

81.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

This Amendment No. 3 amends and supplements the original Schedule 13D originally filed on May 19, 2022 by Embraer Aircraft Holding, Inc. ("EAH") and Embraer SA ("Embraer") with respect to the common stock, par value $0.001 per share (the "Common Stock"), of Eve Holding, Inc. (the "Issuer"), as amended by Amendment No. 1 and Amendment No. 2 (the "Schedule 13D"). Terms used herein and not otherwise defined shall have the meanings given such terms in the Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Eve Holding, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1400 GENERAL AVIATION DRIVE, MELBOURNE, FLORIDA , 32935.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented as follows: As discussed in item 4 below, EAH has agreed to purchase 4,123,711 shares of Common Stock from the Issuer at a purchase price of $4.85 per share, for an aggregate purchase price of $19,999,998.35. EAH expects to obtain the funds for the purchase of these shares from working capital.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On August 13, 2025, EAH entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which, among other things, EAH agreed to subscribe for and purchase from the Issuer 4,123,711 shares of Common Stock for a purchase price per share of Common Stock of $4.85 and an aggregate purchase price of $19,999,998.35, on the terms and subject to the conditions set forth in the Subscription Agreement. The consummation of the purchase of the shares from the Issuer is subject to certain customary conditions, including the receipt of approval or consent of a majority of the issued and outstanding shares of Common Stock. EAH, in its capacity as a majority stockholder of the Issuer, provided such written consent on August 13, 2025. Consummation of the purchase by EAH is expected to occur following the passage of 20 business days following the mailing by the Issuer of an information statement on Schedule 14C with respect to the issuance of securities to EAH. On August 13, 2025, EAH also entered into a letter agreement with the Issuer and BNDES Participacoes S.A. - BNDESPAR ("BNDESPAR"). Concurrently with the execution of the Subscription Agreement by EAH, BNDESPAR has agreed to purchase Common Stock from the Issuer in the form of Brazilian Depositary Receipts ("BDRs"). As a result, EAH and the Issuer have agreed to grant to BNDESPAR certain additional rights in connection with its agreement to purchase BDRs. Accordingly, subject to certain exceptions and so long as BNDESPAR beneficially owns Common Stock (including in the form of BDRs) equal to 2% or more of the issued and outstanding shares of Common Stock, it shall have: (i) the right to designate for nomination one Class I director, who shall satisfy the Issuer's qualification and compliance standards, from August 15, 2025 and until the end of the three-year term of directors appointed at the annual meeting of stockholders to be held in 2026; (ii) tag-along rights with respect to any sale of shares of Common Stock by EAH representing (x) more than 10% of the then issued and outstanding shares of Common Stock or (y) any number of shares of Common Stock the sale of which would result in EAH ceasing to be the largest beneficial owner of the then issued and outstanding shares of Common Stock; and (iii) the right to purchase, on a pro rata basis, such number of equity securities in any new issuance of equity securities for cash as would be necessary for it to maintain its then-current percentage ownership of shares of Common Stock, on a fully diluted basis, on the same terms and conditions as offered to other investors in such new issuance, provided that EAH remains the largest beneficial owner of the then issued and outstanding shares of Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	Attached hereto as Exhibit No.1.
(b)	Attached hereto as Exhibit No.1.
(c)	Except as disclosed in this Schedule 13D, none of the Reporting Persons has, and to the Reporting Persons' knowledge, none of the Covered Persons has, effected any transactions in shares of Common Stock during the past 60 days.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information in Item 4 is incorporated by reference herein for each Reporting Person.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Embraer Aircraft Holding, Inc.

Signature:	Gary Kretz
Name/Title:	Officer
Date:	08/15/2025

Signature:	Michael Klevens
Name/Title:	Officer
Date:	08/15/2025

EMBRAER S.A.

Signature:	Antonio Carlos Garcia
Name/Title:	Executive Vice President & CFO
Date:	08/15/2025

Signature:	Thalita Alfano Sulas Grandis
Name/Title:	General Counsel
Date:	08/15/2025

FAQ

What stake do Embraer reporting persons hold in Eve (EVEX)?

The filing discloses beneficial ownership of 246,399,589 shares, equal to 81.9% of Eve's common stock.

How many additional Eve shares will EAH buy and at what price?

EAH agreed to subscribe for 4,123,711 shares at $4.85 per share, totaling $19,999,998.35.

How will EAH fund the additional share purchase for Eve?

The filing states EAH expects to obtain the funds from working capital.

What conditions must be met for the subscription to close?

Consummation is subject to customary conditions, including receipt of approval or consent of a majority of issued and outstanding shares and completion of a 20 business day waiting period after mailing the Schedule 14C information statement.

What rights does BNDESPAR receive under the agreement?

While BNDESPAR beneficially owns ≥2% of common stock, it receives (i) the right to designate one Class I director for a specified term, (ii) tag-along rights on certain EAH share sales, and (iii) pro rata participation rights in future cash equity issuances on the same terms as other investors.