Embraer S.A.

EMBRAER S.A.

Publicly Held Company 

CNPJ/MF 07.689.002/0001-89 

NIRE 35.300.325.761

SÃO JOSÉ DOS CAMPOS, Brazil, Nov. 6, 2025 /PRNewswire/ -- Embraer S.A. ("Company") (B3: EMBR3, NYSE: ERJ) 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).

Antonio Carlos Garcia

Executive Vice President, Financial & Investor Relations

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SOURCE Embraer S.A.

EMBRAER S.A.

Publicly Held Company

CNPJ/MF: 07.689.002/0001-89

NIRE: 35.300.325.761

SÃO JOSÉ DOS CAMPOS, Brazil, Nov. 6, 2025 /PRNewswire/ -- EMBRAER S.A. ("Company") (B3: EMBR3, NYSE: ERJ), in accordance with article 157, §4 of Law 6,404 of December 15, 1976, as amended ("Brazilian Corporate Law"), as well as under Resolution No. 44 of August 23, 2021, as amended, and Resolution CVM No. 77 of March 29, 2022 ("CVM Resolution 77"), informs its shareholders and the market in general that the Board of Directors, in a meeting held on this date, November 6, 2025, approved a share buyback program for its own issued shares ("Share Buyback Program"):

Purpose: acquisition of common shares, all registered, book-entry and with no par value, issued by the Company, all legal limits respected and based on available resources, for holding in treasury, cancellation, or subsequent sale of the shares on the market, as well as to fulfill the obligations and with the protection of commitments assumed by the Company under its share-based compensation plans.

Maximum number of shares to be acquired: up to 10,800,000 (ten million, eight hundred thousand) ordinary shares issued by the Company, which represent approximately 1.5% of the 733,566,139 (seven hundred thirty-three million, five hundred sixty-six thousand, one hundred thirty-nine) outstanding common shares issued by the Company in the market, as of this date, in accordance with CVM Instruction no. 77, of March 29, 2022, article 1^st, sole paragraph, item I, with the Company holding, as of this date, 6,898,905 (six million, eight hundred ninety-eight thousand, nine hundred five) shares in treasury.

Maximum term: the Share Buyback Program will come into effect on November 7, 2025, and will last for 12 (twelve) months, that being, until November 6, 2026.

Price and Method of Acquisition: The acquisitions will be carried out on the stock exchange, at B3 S.A. – Brasil, Bolsa, Balcão, at market prices and intermediated through the following financial institution: BTG Pactual Serviços Financeiros S/A DTVM.

The Company's Executive Board will determine the timing and the number of shares to be effectively acquired, observing the limits and validity period established by the Board of Directors and applicable regulations, with only resources available in accordance with Article 7, §1, of CVM Resolution 77 being used, arising from the Company's Investment and Working Capital Reserve, as determined in the financial statements for the fiscal year ended September 30, 2025, disclosed on November 04, 2025, with a value corresponding to R$ 2,511,611,561.56 (two billion, five hundred and eleven million, six hundred and eleven thousand, five hundred and sixty-one reais and fifty-six cents).

The Company believes that the acquisition of its own issued shares will not impact the shareholder composition or its administrative structure. The members of the Board of Directors consider that the Company's current financial situation is compatible with the execution of the Share Buyback Program under the approved conditions and believe that the share buyback will not impair the fulfillment of obligations assumed with creditors. This conclusion stems from an evaluation of the potential financial amount to be used in the Share Buyback Program when compared to (i) the level of obligations assumed with creditors, with the Company having the capacity to meet its financial commitments; and (ii) the amount available in cash, cash equivalents, and the Company's financial investments.

For more information on the Share Buyback Program, please refer to the information attached to the minutes of the Board of Directors' meeting held on this date, which have been duly made available on the Company's investor relations website and the CVM website, approving the Share Buyback Program, prepared in accordance with 'Annex G' to CVM Resolution No. 80, dated March 29, 2022, as amended.

Antonio Carlos Garcia

Executive Vice President, Financial & Investor Relations

View original content:https://www.prnewswire.com/news-releases/material-fact-of-share-buyback-program-302608006.html

SOURCE Embraer S.A.