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

Rhea-AI Filing Summary

Embraer Aircraft Holding, Inc. and parent Embraer S.A. report they now beneficially own 250,523,300 shares of Eve Holding, Inc., representing 71.9% of the outstanding common stock, on a shared voting and dispositive basis.

The filing amends prior Schedule 13D disclosures to report a subscription agreement entered August 13, 2025, under which Embraer Aircraft Holding purchased 4,123,711 additional shares at $4.85 per share for an aggregate of $19,999,998.35, with the purchase completed on September 30, 2025. The amendment confirms no other transactions in the last 60 days and incorporates the Item 4 disclosures into Item 6.

Positive

• Consolidated ownership: Reporting persons control 71.9% of shares, providing clear governance influence
• Subscription completed: Purchase of 4,123,711 shares for $19,999,998.35 at $4.85/share closed as agreed
• Transparency: Amendment updates prior Schedule 13D filings and confirms no other transactions in the last 60 days

Negative

• Concentration risk: Single shareholder group holds a supermajority stake, which may reduce minority shareholder influence
• Limited recent market activity: No other transactions reported in the past 60 days, offering little visibility into trading dynamics

Insights

Corporate Governance Expert

TL;DR: Embraer group controls a supermajority stake (71.9%) in Eve, consolidating influence over corporate decisions.

Holding over 70% of common stock gives Embraer de facto control of Eve's governance and strategic direction, including board composition and major corporate actions. The additional purchase of 4.12 million shares for $4.85 each is modest relative to the aggregate stake but finalizes the subscribed amount under the previously disclosed subscription agreement. The disclosure that no other purchases occurred in the past 60 days narrows the trading history and reduces uncertainty about short-term accumulation.

M&A / Strategic Transactions Analyst

TL;DR: The completed subscription cements Embraer’s strategic investment; transaction size is material to ownership, not to cash capacity.

The $20.0 million subscription aligns with a strategic equity investment rather than a market accumulation, indicating a negotiated capital infusion into Eve. While the incremental purchase is small relative to Embraer’s total stake, it formalizes a contractual commitment and could signal continued operational or strategic integration. Lack of additional recent trades suggests this amendment is primarily administrative to record the closed subscription.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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
Avenida Dra. Ruth Cardoso, 8501, 30th fl, Pinheiros , Sao Paulo
Sao Paulo, D5, 05425-070
55 11 3040 6874

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

09/30/2025

(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 250,523,300.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 250,523,300.00

11

Aggregate amount beneficially owned by each reporting person

250,523,300.00

12

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

13

Percent of class represented by amount in Row (11)

71.9 %

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 250,523,300.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 250,523,300.00

11

Aggregate amount beneficially owned by each reporting person

250,523,300.00

12

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

13

Percent of class represented by amount in Row (11)

71.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

This Amendment No. 4 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, Amendment No. 2 and Amendment No. 3 (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 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: As previously reported, 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. On September 30, 2025, the transaction contemplated by the Subscription Agreement was consummated and EAH purchased from the Issuer 4,123,711 shares of Common Stock at a price of $4.85 per share.
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:	Guilherme Faria Lima Paiva
Name/Title:	Guilherme Faria Lima Paiva / CFO
Date:	10/01/2025

Signature:	Gary Kretz
Name/Title:	Gary Kretz / Financial Manager
Date:	10/01/2025

EMBRAER S.A.

Signature:	Antonio Carlos Garcia
Name/Title:	Antonio Carlos Garcia / Executive Vice President, Financial and Investor Relations
Date:	10/01/2025

Signature:	Roberto de Deus Chaves
Name/Title:	Roberto de Deus Chaves / Executive Vice President, Global Procurement & Supply Chain
Date:	10/01/2025

FAQ

How many shares of EVEX does Embraer control after this amendment?

The reporting persons beneficially own 250,523,300 shares, representing 71.9% of EVEX common stock.

What was the price and size of the recent subscription to Eve Holding (EVEX)?

Embraer Aircraft Holding purchased 4,123,711 shares at $4.85 per share, totaling $19,999,998.35.

Does the filing report other recent purchases of EVEX shares?

Except for the disclosed subscription, the filing states no transactions in EVEX shares by the reporting persons in the past 60 days.

What voting and dispositive power do the reporting persons have over EVEX shares?

The reporting persons report 0 sole voting/dispositive power and 250,523,300 shared voting and dispositive power.