1. Embraer's Board approved Equity Swap agreements with Banco Itaú Unibanco. 2. Equity Swaps involve up to 10,932,998 common shares to mitigate price fluctuations. 3. The purpose is to support long-term incentive plans for shareholders. 4. Cash settlement will occur within 12 months from November 7, 2025.
The Equity Swap will help stabilize share price fluctuations, potentially leading to investor confidence, reflecting similar past instances where companies engaged in derivatives successfully improved their stock stability.
The Equity Swap could strategically benefit ERJ’s stock performance, giving it a significant importance score. The deviation is noteworthy given the derivative market's response to such corporate actions.
The immediate effects of the Equity Swap would unfold within 12 months, aligning with the cash settlement timeline, similar to other companies that have used Equity Swaps effectively.
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
View original content:https://www.prnewswire.com/news-releases/material-fact-approval-of-equity-swap-derivative-contracts-302608112.html
SOURCE Embraer S.A.