MATERIAL FACT
EMBRAER S.A.
Publicly Held
Company
CNPJ/MF: 07.689.002/0001-89
NIRE:
353.003.257-67
SÃO JOSÉ DOS CAMPOS, Brazil, March 17,
2025 /PRNewswire/ -- EMBRAER S.A. ("Embraer")
(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, March 17,
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 1,066,667 (one
million, sixty-six thousand, six hundred and sixty-seven) ordinary
shares issued by the Company, which represent approximately 0.15%
of the 734,631,601 (seven hundred thirty-four million, six hundred
thirty-one thousand, six hundred one) 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 1st, sole paragraph, item I, with
the Company holding, as of this date, 5,832,238 (five million,
eight hundred and thirty-two thousand, two hundred and
thirty-eight) shares in treasury.
Maximum term: the Share Buyback Program will come into effect on
March 18, 2025, and will last for 12
(twelve) months, that being, until March 17,
2026.
Price and Method of Acquisition: he 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 December 31, 2024, disclosed on February 27, 2025, with a value corresponding to
R$ 154.288.574,28 (one hundred
fifty-four million, two hundred eighty-eight thousand, five hundred seventy-four dollars and
twenty-eight 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.
São José dos Campos, March
17, 2025.
Antonio Carlos
Garcia
Executive Vice President, Financial &
Investor Relations
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SOURCE Embraer S.A.
