A.[Reserved] 3 B.Capitalization and Indebtedness Not applicable. C.Reasons for the Offer and Use of Proceeds Not applicable. D.Risk Factors This section is intended to be a summary of more detailed discussions contained elsewhere in this annual report. You should carefully read and consider the following risks, along with the other information included in this annual report. The risks described below are not the only ones we face. Additional risks that we do not presently consider material, or of which we are not currently aware, may also affect us. Business Operations and Contracts Any accidents involving our aircraft could adversely affect us Any accident involving our aircraft may pose a risk to our reputation, business, financial conditions and results of operations. The safe operation of our aircraft depends heavily on external factors that are largely outside our direct control. These include the proper execution of maintenance and repair programs by operators, the quality and consistency of pilot training, the level of crew proficiency, and strict adherence to published operational procedures and limitations. Additionally, environmental conditions, air traffic constraints, and real‑time operational decisions made by airlines and flight crews also play a critical role in overall flight safety. The occurrence of one or more accidents — regardless of cause, including mechanical failure, human error, adverse weather, or procedural deviations — could adversely impact us. Our aircraft sales are subject to cancellation and rescheduled delivery provisions that may reduce our future income, profitability, backlog and cash flow. A portion of our aircraft firm orders is subject to significant contingencies prior to delivery. Some of our sales contracts may be terminated, or a portion or the entirety of a particular firm order may be canceled, for different reasons, including (i) extended delays in delivering aircraft or failure to obtain certification of the aircraft or otherwise meet performance milestones and other requirements, (ii) the failure of a customer to honor its aircraft purchases or (iii) production rate shortfalls. Our customers may also reschedule deliveries or cancel orders, particularly during an economic downturn. In 2025, we had a net gain of US$39.9 million related to contractual fines paid by customers due to contract cancellations compared to contractual fine net gain of US$11.3 million in 2024 and US$8.7 million in 2023. Material cancellations, delays or decreases in the number of aircraft delivered in any year would reduce our sales and revenue, and, consequently, our profitability, cash flow and backlog. Our service agreements typically contain termination provisions that permit either party to terminate the agreement upon the occurrence of specified events, including a material breach by the other party. As a result, customers may cancel or terminate service agreements prior to completion, which could reduce expected revenue and backlog. In addition, certain of our service agreements provide for the payment or receipt of liquidated damages in connection with delays, non-performance or early termination. Any such liquidated damages obligations, or the inability to recover expected amounts, could adversely affect our revenue, profitability and cash flow. The occurrence of these events, individually or in the aggregate, could materially harm our business, financial condition and results of operations. Government contracting exposes us to unique risks, including audit, compliance and contract modification or termination. Certain government contracts are subject to extensive procurement regulations and oversight, including cost accounting, audit and reporting requirements, and may be modified, curtailed or terminated, in some cases without prior notice (including for convenience) or for default based on performance. Government agencies may audit our performance and costs and may seek reimbursement of amounts previously paid or impose payment withholds, penalties or other remedies if costs are deemed unallowable or improperly allocated or if compliance deficiencies are identified. Any such 4 actions, as well as the risk of suspension or debarment, could adversely affect our results of operations, cash flows and reputation. Moreover, a portion of our revenues is derived from government customers and government-supported programs, and the timing of awards, deliveries, acceptance and payments may be affected by governmental budgeting and appropriations processes. Funding delays, continuing resolutions or shutdowns (including in jurisdictions where key aviation authorities operate) could delay procurement decisions, contract execution and customer payments and could also disrupt regulatory activities, including certification- and oversight-related actions. Any such delays or changes in priorities could adversely affect our revenues, cash flows and backlog. We may be required to refund cash contributions in connection with the production or development of our aircraft if certain milestones for our aircraft are not reached. We have arrangements with our risk-sharing partners, pursuant to which they have contributed to us, in cash, through December 31, 2025, a total of US$1,435.8 million since the beginning of the development of the EMBRAER 170/190, Phenom 100/300 and Legacy 450/500 (rebranded as Praetors) jet families and the E2 jet family. Cash contributions would have to be refunded by us to the risk-sharing partners to the extent that we had failed to fulfill certain agreed-upon milestones. In 2025, we met all the required milestones, and as a result, the full amount of the cash contributions was nonrefundable. Although, currently, no cash contributions from our risk-sharing partners are due to be refunded, we may enter into similar arrangements, and if we are unable to meet certain milestones agreed upon with our risk-sharing partners, we may be required to refund cash contributions. We work with a limited number of key suppliers. We do not manufacture all of the parts and components used in the production of our aircraft. In 2025, 73.7% of our consolidated production costs in our Commercial Aviation, Executive Aviation and Defense & Security segments consisted of materials and equipment purchased from our suppliers, including our risk-sharing partners. Risk-sharing arrangements are those under which suppliers are responsible for the design, development and manufacture of major components or systems of our aircraft. In some cases, the aircraft are designed specifically to integrate a particular component, which cannot be substituted without significant investments. In addition, there are only a limited number of suppliers of certain key components of aircraft globally. Although we work closely with our main suppliers to mitigate potential supply chain risks, we cannot ensure that these risks, which could negatively and adversely affect our operating and financial performance, will not materialize. Any decrease in Brazilian government-sponsored customer financing or increases in government-sponsored financing that benefits our competitors, may decrease the competitiveness of our aircraft. Traditionally, aircraft original equipment manufacturers, or OEMs, from time to time, have received support from governments through governmental export credit agencies, or ECAs, in order to offer competitive financing conditions to their customers, especially in periods of credit tightening from the traditional lending market. Official government support may constitute unofficial subsidies causing market distortions, which may rise to disputes among governments at the World Trade Organization, or WTO. Since 2007, an agreement known as the Aircraft Sector Understanding, or ASU, developed by the Organization for Economic Co-operation and Development, or OECD, has provided guidelines for the predictable, consistent and transparent use of government-supported export financing for the sale or lease of civil aircraft, in order to establish a “level-playing field.” ECAs from signatory countries are required to offer terms and conditions no more favorable than those contained in the ASU’s base financial agreement when financing sales of aircraft that compete with those produced by the OEMs of their respective countries. The effect of the agreement is to encourage aircraft purchasers to focus on the price and quality of aircraft products offered by OEMs rather than on the financial packages offered by their respective governments. The Brazilian ECA, the Brazilian Social and Economic Development Bank (Banco Nacional de Desenvolvimento Econômico e Social), or the BNDES, and the Brazilian National Treasury Export Guarantee Fund (Agência Brasileira Gestora de Fundos Garantidores e Garantias S.A.), offer financing and export credit insurance to our customers under terms and conditions required by the ASU. Any reduction or restriction to the Brazilian export financing program, and any increase in our customers’ financing costs for participation in this program, above those provided in the 5 ASU’s base financial agreement, may cause the cost-competitiveness of our aircraft to decline. Other external factors may also impact our competitiveness in the market, including, but not limited to, aircraft OEMs from countries which are not signatories to the ASU agreement offering attractive financing packages, or any new government subsidies supporting any of our major competitors. From 2005, when we first delivered the EMBRAER 170/190 jet family, through December 31, 2025, 30.3% of our Commercial Aviation deliveries were subject to official export credits. In the years ended December 31, 2025, 2024 and 2023, 42.3%, 42.5% and 29.7%, respectively, of our Commercial Aviation deliveries were supported by the Brazilian export financing program. We cannot ensure that the Brazilian government, for policy reasons or otherwise, will not reduce or discontinue this type of funding for the financing of our aircraft or that other sources of funding will be available to our customers. The loss or significant reduction of funds available to our customers, without an adequate substitute, could lead to a reduction in sales of our aircraft or to an increase of eventual aircraft financing arrangements. We may be adversely affected by cost overruns or inflation if increases in our costs exceed contractual price escalation mechanisms. Aircraft sales contracts are typically entered into years before delivery and may include fixed pricing with adjustment formulas tied to labor, commodity and other indices. The actual adjustment amounts are outside of our control and may not reflect our actual cost increases, including increases in supplier pricing, raw materials and labor. If our production costs increase faster than the applicable adjustment rates, or if we experience inefficiencies, out-of-sequence work or rework, our margins on affected programs could decline and we could incur losses. We enter into fixed-price contracts that could subject us to losses if we have cost overruns or experience schedule or technical challenges. Certain of the contracts to which we are a party, particularly those involving complex design, development, integration, certification or production requirements, may be fixed-price or include performance incentives and penalties. Estimating the costs to complete such contracts is inherently uncertain and is affected by technical challenges, supply chain performance, labor availability and productivity, regulatory requirements, changes in program scope or schedule, and other variables outside of our control. If our costs exceed our estimates, we may be required to recognize losses on such contracts, which could materially adversely affect our results of operations and cash flows. Our insurance coverage may be inadequate to cover all significant risk exposures. We maintain insurance for certain risks; however, the amount, scope and terms of coverage may not be sufficient to cover all claims or liabilities, and certain risks may not be insurable on commercially reasonable terms or at all. If we incur significant uninsured or underinsured losses, or if insurance becomes more expensive or less available, we could be required to bear substantial costs, which could adversely affect our financial condition and results of operations. Industry and Competition A downturn in our key markets may reduce our sales and revenue, and, consequently, our profitability. Market conditions have a significant impact on demand for our aircraft and related services. The aircraft market is predominantly driven by long-term trends in airline passenger and cargo traffic. The principal factors underlying long-term traffic growth are sustained economic growth and political stability both in developed and emerging markets. Demand for our aircraft is further influenced by a wide variety of factors, including airline profitability, availability of aircraft financing, world trade policies, government-to-government relations, technological advances, price and other competitive factors, fuel prices, pandemics, epidemics and environmental regulations. A substantial portion of our results are comprised of sales of aircraft, which have historically been cyclical due to a variety of factors that are both external and internal to the air travel industry, including general economic conditions, and the outbreak of communicable diseases, which we cannot fully foresee as of the date of this annual report. Economic downturns in our industry may reduce air travel demand and corporate and personal spending, and investments by governments in new assets, which may negatively impact our Commercial Aviation, Executive Aviation, Defense & Security and Services & Support segments. These downturns have led in the past and may also lead in the future, to a decrease in the volume of financing available to our customers for aircraft purchases, particularly in the aforementioned segments. A continued downturn in general economic conditions could result in further reductions in air travel and decreased orders for our aircraft. Our customers could also continue to defer or to cancel their purchases of our 6 aircraft. We cannot predict the magnitude or duration of the impact that the events could not only have on the air transport industry as a whole, but also on our business in particular. We depend on key customers. In our Commercial Aviation segment, as of December 31, 2025, 93.7% of our firm orders in backlog for the EMBRAER 175s originated from a group of 3 operators. Likewise, 77.1% of our E-Jets E2 jet family orders are concentrated in 7 airlines and 3 leasing companies. We believe we will continue to depend on a select number of key customers, and the loss of or difficulty in maintaining the relationship with any one of them would significantly reduce our sales and market share. Moreover, our key customers may face financial difficulties, which may adversely affect us. In the Executive Aviation segment, our reliable aircraft and strong brand presence have strengthened our recognition as an OEM and elevated market demand, particularly among the biggest and most demanding customers, such as fleet operators. Fleet deliveries account for a significant part of our deliveries plan, which is mostly destined to two large clients. Therefore, we depend on few customers, which may adversely affect our delivery plans, especially for Praetors. Historically, Embraer’s Defense & Security segment has relied primarily on the Brazilian Armed Forces as our main customer. This partnership is still at the core of our Defense & Security segment strategy. Over the last few years, however, we have significantly expanded our international contracts. For example: as of December 31, 2025, 11% of the revenue of our Defense & Security segment is derived from the contracts with the Brazilian Air Force, while the remaining 89% is derived from non-Brazilian customers (primarily Portugal, the Netherlands, Austria, the Czech Republic, Sweden and South Korea). While we depend on a limited number of key customers across our business segments, no individual customer accounted for 10% or more of our net revenues in 2025, 2024 or 2023. We may face a number of challenges resulting from the development of new products and the possible pursuit of strategic opportunities and transactions. We cannot ensure that our products will be accepted by our customers and the market, and if any of our new products do not meet customer expectations or market demand, our business would be adversely affected. In addition, as we continue to develop new products, we may need to reallocate existing resources and coordinate with new suppliers and risk-sharing partners. Finally, cost overruns and delays in the development and delivery of new products would adversely affect us. We may pursue strategic opportunities and transactions, just as we have in the past, including joint ventures, partnerships, acquisitions or divestitures. We may face a number of challenges, including difficulties in identifying appropriate partners, assimilating with or adjusting to our partners’ or targets’ operations and personnel, maintaining internal standards and controls, as well as the diversion of our management’s focus from our ongoing business. For instance, as of the date of this annual report, we own 72.7% of Eve UAM, LLC, or EVE, which is responsible for the development of EVE’s urban air mobility solution, or UAM solution, through design and production of eVTOL, service and support, fleet operations and UATM. The expected long-term results from this operation are subject to risks, such as the establishment of the UAM market, the adoption by consumers of an entirely new form of mobility offered by eVTOL aircraft and the UAM market, possible underperformance of the UAM solutions developed by Eve Holding, Inc., or Eve Holding, including the eVTOL aircraft, difficulties related to product certification, licensing and governmental authorization, among others. Moreover, as we hold such a significant portion of the EVE’s shares, any challenges related to EVE’s business or operation may adversely affect us. Over the past decade, the defense and security industry has experienced significant technological change, including increased use of unmanned systems, artificial intelligence and the expanding role of private-sector participants in space-related activities. While we believe we are well positioned to support the evolving needs of armed forces worldwide and actively monitor and adapt to market developments, rapid or disruptive technological shifts could adversely affect customer requirements, competitive dynamics or demand for our offerings, which could harm our business, financial condition and results of operations. As we expand our international business, we may increasingly rely on partnerships, joint ventures, special purpose entities and other arrangements, and may establish or expand operations outside of Brazil. These initiatives may require additional investments and expose us to operational, regulatory, political and execution risks in unfamiliar jurisdictions. Although we maintain corporate governance processes to evaluate and approve such initiatives, these 7 activities may not achieve their intended objectives and could adversely affect our business, financial condition and results of operations. We cannot ensure that we will be able to meet challenges related to strategic opportunities and transactions, nor that our long-term estimates with respect to the prospects, operations, growth potential, integration and other factors related to these strategic opportunities will materialize. Accordingly, we cannot ensure that our business or the trading price of our common shares or ADSs will not face disruptions as a result of future opportunities or transactions or the markets’ perception thereof. We face risks of being engaged in a global business and operating in global industries, which may adversely affect us. We conduct our operations across multiple jurisdictions. Compliance with laws and regulations, including anti-corruption and anti-money laundering laws, sanctions, is one of our priorities in the countries where we do business. If we fail to maintain proper and effective internal controls, we may not be able to promptly identify breaches of legal, regulatory, accounting, governance, or ethical standards, especially taking into account the number of contracts with foreign customers and suppliers. Failing to comply with these rules and regulations could lead to legal and administrative proceedings, investigations, financial penalties, and loss of licenses, adversely affecting our reputation and our results of operation. Additionally, a significant portion of our revenues derive from customers located outside Brazil, representing 91.7% of our revenues in 2025, and we expect sales to foreign customers will continue to account for a significant portion of our revenue in the foreseeable future. Our production and supply chain are spread globally, with parts manufactured in one or more countries and assembled in another, which makes us subject to risks of doing business internationally. Some of those risks include: (i) protectionist measures adopted by the governments of specific countries, (ii) changes in the global trade environment, including quotas, tariffs, penalties, subsidies or local content requirements, which may increase our production costs and affect our capacity to compete in equal terms in the market for our products, (iii) changes in regulatory requirements, (iv) changes to U.S. and non-U.S. governmental regulations and policies, (v) imposition of sanctions, sourcing or trade restrictions, (vi) compliance with several non-Brazilian and non-U.S. laws and regulations, and exposure to a significant number of supply and customer contracts governed by laws other than Brazilian or U.S. federal or state laws. For example, discussions regarding the imposition or increase of tariffs on products imported into the United States of America have been ongoing since the election campaign of President Donald Trump. Following his inauguration, President Trump has announced and implemented tariff measures affecting imports into the United States, including a generally applicable additional tariff announced in April 2025 and a subsequently announced increase in country-specific tariffs applicable to a broad range of Brazilian exports to the United States. See "—We may be materially and adversely affected by protectionist trade policies and other measures adopted by the current U.S. administration, including the imposition of additional tariffs on Brazilian products." We cannot assure you that current exemptions will remain in place or that additional tariffs, restrictions or other trade measures will not be adopted in the future. Moreover, the defense and security industry is subject to trade compliance requirements, as well as export control rules and regulations. Our defense and security products are mainly affected by North American and European rules and regulations on trade compliance and export controls. Accordingly, if any of these governments, or the governments of the countries where we have operations, decide to impose restrictions on trade and export activities, we may be unable to sell or deliver aircraft to some countries for a period of time, which may adversely affect our results of operation and financial condition. As we conduct our operations across multiple jurisdictions, compliance with laws and regulations, including anti-corruption and anti-money laundering laws, sanctions, is one of our priorities in the countries where we do business. We may not be able to promptly identify breaches of legal, regulatory, accounting, governance, or ethical standards, especially taking into account the number of contracts with foreign customers and suppliers. Failing to comply with these rules and regulations could lead to legal and administrative proceedings, investigations, financial penalties, and loss of licenses, adversely affecting our reputation and our results of operation. 8 We are subject to significant competition. The worldwide commercial aircraft manufacturing industry is highly competitive, with a very limited number of OEMs and suppliers. Although we have attained a significant market share for our commercial aircraft products, we cannot ensure that we will be able to maintain it. In order to remain competitive in the commercial aircraft manufacturing market in the long-term, we must continue to make technological, efficiency and performance enhancements to our aircraft. The executive aviation industry has a noticeable high loyalty index, with customers that tend to repurchase aircraft from the same OEM, which is an entry barrier to uprising competitors. As a relatively new entrant to the executive jets market, we face significant competition from companies with longer operating histories and established reputations in the industry. Some of our competitors have a longer track record and a more established customer base. We cannot ensure that we will continue to increase our market share in the executive aviation market, or that we will not experience a reduction in our current market share in this business segment, especially taking into account competitors’ growth and investments and continued limitations in our supply chain capacity. The global geopolitical environment has undergone significant change, and, by its nature, the defense and security industry is highly influenced by geopolitical alignments. As a result, there can be no assurance that our global customers will continue to procure our defense solutions in the future. Although we offer relevant and competitive products, procurement decisions in the defense industry are influenced by a wide range of factors beyond product capabilities and value. Protectionist measures adopted by certain governments could adversely affect our business, directly or indirectly. In addition, our production footprint is global, with components manufactured in one or more countries and assembled in others. Furthermore, limitations on international trade, including quotas, tariffs, subsidies or local content requirements could increase our production costs and impair our ability to compete with other industry participants on comparable terms. Regulatory, Compliance and Legal Intellectual property violations may adversely affect us. We rely on patent, copyright, trademark and trade secret laws, and agreements with our employees, customers, suppliers and other parties, to establish and maintain our intellectual property rights in technology and products used in our operations. Despite these efforts to protect our intellectual property rights, any of our direct or indirect intellectual property rights could be challenged, invalidated or circumvented. In addition, although we believe that we lawfully comply with the intellectual property rights granted to others, we may be accused of infringement on occasion and could have claims asserted against us in the future. These claims could harm our reputation, lead to fines and penalties and prevent us from offering certain products or services. Any claims or litigation in this area, whether we ultimately win or lose, could be time-consuming and costly, hurt our reputation and/or require us to enter into licensing arrangements. We may not be able to enter into these licensing arrangements on acceptable terms. If any infringement brought against us is successful, an injunction may also be ordered against us to stop infringing the alleged rights, which could adversely affect us, our research and/or production. Brazilian tax policy changes and the reduction of fiscal incentives may adversely affect us. Changes in Brazilian fiscal policies and tax laws could have an adverse effect on our financial condition and results operation. In addition, we benefit from certain tax and other government-granted benefits, and the suspension, cancellation or non-renewal of those benefits would have a material adverse effect on us. The Brazilian tax reform of consumption taxes was approved by the Brazilian Congress and is now expected to come into effect gradually between 2027 and 2032, pending the resolution of certain administrative matters. Nonetheless, Brazilian legislators continue debating a comprehensive tax reform, focused on income tax legislation, which may include the increase of existing taxes and contribution rates, the revocation of income tax exemptions on the distribution of profits and dividends and further changes relating to interest on equity. In November 2025, Brazil enacted Law No. 15.270/2025, which implemented significant changes to the taxation of dividends and corporate profit distributions, establishing a new minimum taxation mechanism applicable to high-income individuals. This law became effective on January 1, 2026. Additionally, Law No. 15,270/2025 also established that profits or dividends paid, credited, delivered, employed, or remitted abroad are subject to a 10% withholding income tax. 9 As a result, beginning in 2026, dividends paid by the same legal entity to a tax-resident individual in Brazil are subject to a 10% withholding income tax when the total monthly amount of dividends received from that payer exceeds R$50,000. This rate applies to the entire monthly amount of dividends received from that payer, not only to the excess over the threshold. It is important to note that the withholding tax may be offset in the taxpayer’s annual income tax return, which will be filed in 2027 with respect to the 2026 calendar year. The new legislation also sets caps on the combined tax burden (corporate and individual) as follows: (i) 34% for standard corporate taxpayers; (ii) 40% for insurance companies and capitalization entities; and (iii) 45% for financial institutions. Profits generated up to December 31, 2025 remain exempt from the new dividend taxation regime, provided that all of the following conditions are met: (i) profits must be recorded in the Company’s accounting records by December 31, 2025; (ii) corporate resolution approving their distribution must also be formalized by the same date; and (iii) payment may occur at any time until December 31, 2028. Similarly to other Brazilian companies across multiple industries, we receive certain tax and other government-granted benefits, including incentives related to our export and research and development activities. To take advantage of the tax benefits, we must meet certain requirements, such as making investments in research and development, record taxable profits, among others. For additional information, see “Item 5. Operating And Financial Review And Prospects—A. Operating Results—Tax Incentives.” For our effective tax reconciliation, please refer to note 22.3 to our 2025 audited consolidated financial statements included elsewhere in this annual report. Moreover, these incentives may be canceled or suspended by the Brazilian government at any time without prior notice. In this context, Supplementary Law No. 224/2025, enacted at the end of 2025, established a linear reduction of benefits and tax incentives applicable to federal taxes, with effects beginning in the first quarter of 2026. The impacts are primarily associated with the application of 10% of the original tax rates to transactions that were previously subject to full exemption or a zero rate. The most significant effect of this new legislation relates to PIS and COFINS, which currently apply at a 0% rate on domestic purchases and sales of goods and services. Under the new rule, these transactions will be subject to 10% of the standard PIS/COFINS rates, resulting in a residual tax burden where no taxation previously existed. The same applies to operations conducted under the special tax regime for the defense industry, or RETID. Both domestic purchases and sales covered by the regime will become subject to 10% of the original rates of PIS, COFINS, and also the tax on industrialized products, whose standard rate in these transactions is generally around 10%. Despite this, the overall financial effect on RETID-covered operations is expected to remain limited. Regarding imports, no impact arises at the time of entry of the goods. The application of the reduced benefit occurs only in the event of nationalization, and solely with respect to PIS/COFINS Import. In this scenario, 10% of the combined 11.75% rate will become due (1.175%). Despite these changes, we believe that the financial impact resulting from the linear reduction of tax incentives is expected to be limited. Nevertheless the continuity of such incentive plans by the Brazilian government depends on factors we cannot control or predict, and we cannot assure you that these incentives will be maintained or renewed or that we will be able to obtain new incentives in the future. We are subject to stringent certification and regulatory requirements, which may adversely affect us. We are subject to stringent civil, military, and other regulatory requirements, and failure to comply may materially affect our business and market access. Our civil aviation products must meet extensive regulatory requirements in all jurisdictions where we operate. Civil aircraft requires certification and validation by ANAC, the FAA, EASA, and other aviation authorities, which may impose evolving or divergent standards. We cannot assure that such approvals will be obtained on time or at all, and delays may result in additional costs, design changes, or impacts on deliveries. 10 Our defense aviation products are likewise subject to country‑specific military certification, qualification, and acceptance processes, which vary significantly by customer and may change over time, affecting schedules and sales opportunities. Beyond aviation‑specific rules, our aircraft systems may be affected by broader regulatory frameworks governing technology, environmental performance, operational safety, digital systems, or spectrum use. We cannot fully anticipate the timing, scope, or stringency of future requirements. Non‑compliance may restrict aircraft operation or market entry or require unplanned modifications. Changes in laws, standards, or regulatory interpretations—whether civil, military, or non‑aeronautical—may increase compliance costs, extend development timelines, or limit market access. Any failure or delay in obtaining necessary approvals could materially and adversely affect our business, financial condition, and results of operations. Internal Controls Our ability to prevent breaches of legal, regulatory accounting, ethical or governance standards could be impaired if we fail to maintain proper and effective internal controls, which could harm our operating results, our ability to operate our business and our reputation. We and our subsidiaries cannot assure you that our subsidiaries will not identify significant deficiencies or material weaknesses in our internal controls nor that there will not be material weaknesses or significant deficiencies in our internal controls over financial reporting in the future. Our failure to maintain effective internal controls over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows. In addition, we may not be able to prevent or detect a material misstatement in our financial statements on a timely basis or at all. Such misstatements could result in a future restatement of our financial statements, which could cause us to fail to meet our reporting obligations or material adverse effect on our business financial condition, and results of operations. Labor and Workforce We may suffer from a lack of qualified personnel. From time to time, there is significant competition within the aviation industry for skilled personnel, particularly engineers. We may be unable to recruit and retain the necessary number of highly skilled engineers and other personnel we require. Failure to coordinate our resources in a timely manner or to attract and retain skilled personnel could slow down our development of sustainable aviation fuels, or SAFs, and electricity from renewable sources and cause delays in production and deliveries of our aircraft, which would adversely affect us. Scope clause restrictions in airline pilot contracts may limit demand for commercial aircraft in the U.S. market. A key limiting factor in demand for regional jets is the existence of scope clauses contained in airline pilot contracts. These scope clauses, which are more prevalent in North America, but also exist in other important regions, including Europe, are negotiated between the airlines and the pilot unions, usually every three years, for purposes of imposing restrictions relating to the (i) number of aircraft that a regional carrier may operate; (ii) number of seats in an aircraft that a regional carrier may operate; and (iii) the weight of the aircraft that a particular regional carrier may operate. The most recent rounds of negotiations relating to scope clauses between the major carriers in the United States of America were concluded in 2023 with no significant changes. As a result, our opportunities for near-term growth in the U.S. regional jets market in the 76-seat jet category may be limited. In this context, and considering that the United States of America is the most important market for the EMBRAER 175, on February 25, 2025, we announced an additional four-year pause on the development of the E175-E2 jet, in addition to the previous pause announced on February 18, 2022. We cannot assure you that current restrictions will be reduced, or that they will not be expanded, including by amending these scope clauses to cover larger-sized commercial aircraft. Failure to adequately protect against risks relating to cybersecurity could materially and adversely affect us. We, like all business organizations, are subject to a broad range of cyber threats, with varying levels of sophistication. The techniques and tools used in cyber threats can evolve rapidly and include new technologies, such as advanced automation and artificial intelligence. These cyber threats can jeopardize the confidentiality, availability and integrity of our systems and data, including our customers’ confidential, classified or personal data. We maintain extensive technical security controls, policy enforcement mechanisms, monitoring systems and management oversight to address 11 these threats. While these measures are designed to prevent, detect and respond to unauthorized activity in our systems, certain types of threats, including cyber-attacks, could materially and adversely affect our business and reputation. A successful cyberattack may result in unavailability of our services, leak or compromise of the integrity of information and could give rise to the loss of significant amounts of client data, other sensitive information and loss of funds as well as damage to our reputation, directly affecting our clients and business partners. Furthermore, some of our business partners and suppliers have access to some limited confidential and strategic information regarding our projects and engineering data. As many of these suppliers face similar security threats, any attacks on their systems may result in unauthorized access to our systems or data. Despite our security controls and measures to prevent the violation of our systems, we cannot guarantee that other cyberattacks or similar breaches will not happen in the future. We utilize artificial intelligence which could expose us to liability or adversely affect our business. We utilize, and continue to explore additional uses of, artificial intelligence, or AI, in connection with our business, products and services. However, regulation of AI is rapidly evolving worldwide as legislators and regulators are increasingly focused on these powerful emerging technologies. The technologies underlying AI and its uses are subject to a variety of laws and regulations, including intellectual property, privacy, data protection, cybersecurity, consumer protection, competition, and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new applications of existing laws and regulations. Furthermore, AI is the subject of ongoing review by various governmental and regulatory agencies around the world, and various jurisdictions are applying, or are considering applying, their platform moderation, cybersecurity and data protection laws and regulations to AI or are considering legal frameworks for AI. Multiple jurisdictions have adopted or are considering AI-specific requirements, and U.S. federal and state agencies are assessing how existing laws apply to AI. Supervisory guidance in some jurisdictions also addresses AI-related privacy, data protection and cybersecurity and third-party risk management. AI regulation was included in the Brazilian Senate’s priority list for 2024, culminating in its approval of Bill No. 2,338/23 on December 10, 2024. The bill is currently under discussion in the Brazilian Chamber of Deputies and has been the subject of extensive debate within society. There is no definitive timeline for its approval or entry into force; however, there is an expectation that the bill may be approved during the first half of 2026. In its current version, the bill establishes general national standards for the development, implementation, and responsible use of AI systems in Brazil, introducing compliance requirements, liability standards, and usage restrictions, including a risk-based framework that mandates preliminary assessments to classify AI systems by risk level, enhanced human oversight for high-risk applications, and significant penalties for violations. If enacted, the bill could impose additional compliance burdens, establish liability frameworks, or mandate specific transparency and accountability measures for our use and development of AI systems. We may not be able to anticipate how to respond to these rapidly evolving laws and regulations, or to all potential interpretations or applications thereof, and we may need to expend resources to adjust our offerings in certain jurisdictions if the legal and regulatory frameworks are inconsistent across jurisdictions. Furthermore, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all the legal or regulatory risks that may arise relating to the use of AI. If laws and regulations relating to AI are implemented, interpreted or applied in a manner inconsistent with our current practices or policies, such laws and regulations may adversely affect our use of AI and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes or result in increased compliance costs and potential civil claims against us or regulatory actions, any of which could adversely affect our operating results, financial condition and prospects. Moreover, there are risks involved in utilizing AI, and no assurance can be provided that our use of AI will enhance our products or services or produce the intended results. For example, despite our best efforts and governance initiatives, AI models may be flawed, trained on insufficient or poor-quality data, reflect unwanted forms of bias or contain other errors or inadequacies, which may not be readily detectable. AI solutions (including those supplied by third parties) may produce false, inaccurate, misleading, biased or otherwise deficient inferences or outputs, rely on data, technology or intellectual property to which we or any of our contractors, vendors or service providers may lack sufficient rights, or be subject to new documentation, transparency, governance and validation expectations. While we implement governance measures, internal controls, testing, human oversight and validation processes designed to mitigate these risks, strengthening controls to address these risks may increase costs and affect time-to-market, and any errors or inadequacies in AI systems used for control functions (such as transaction monitoring or sanctions screening) could lead to operational disruptions, compliance failures, regulatory scrutiny, reputational harm, fines or penalties. AI may subject us to new or heightened legal, regulatory, ethical, operational, reputational or other challenges. AI may involve inappropriate or controversial data practices by developers and end-users, or other factors adversely affecting public opinion of AI, any of which could impair the acceptance of AI solutions, including those incorporated into our products and services. We also depend on third-party models, datasets and infrastructure; limitations, outages, changes in functionality or contractual terms, or concentration in a limited number of providers could disrupt our operations or increase costs. 12 If the AI solutions that we create or use are deficient, inaccurate or controversial, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results. There can be no assurance that our use of AI will be successful in reducing our operational risk or increasing our operational efficiencies or otherwise result in our intended outcomes. Additionally, AI systems may be subject to cyberattacks, data breaches, data losses and other security incidents that implicate the proprietary, confidential, sensitive and personal data of AI users, despite our efforts to negotiate balanced agreements with such vendors, including the inclusion of liability, security and risk-allocation clauses. For example, if any of our employees, contractors, vendors, service providers or other third parties with which we do business use any third-party AI-powered solutions in connection with our business, it may lead to the inadvertent disclosure or incorporation of our proprietary, confidential, sensitive or personal data into third-party systems or publicly available or third-party training sets (including so-called “data leakage”), over which we may have limited control, which may impact our ability to realize the benefit of our intellectual property or proprietary, confidential, sensitive or personal data, harming our competitive position and business. If we do not have sufficient rights to use the data or other material or content on which our AI solutions or other AI tools we use rely, we may be exposed to certain legal, regulatory or contractual risks, (including potential violation of applicable laws and regulations, third-party intellectual property, privacy or other rights, or contracts to which we are a party (such as third-party claims of intellectual property infringement, misappropriation or other violation, or alleged misuse of data, content or technology, as well as possible or regulatory enforcement actions and contractual remedies). Further, the use of AI solutions within products or services that we use or that are used by our contractors, vendors, service providers or other third-parties with which we do business may pose similar risks, and we have limited ability to control the development and maintenance of certain third-party products or services. Environmental, Social and Governance We are subject to environmental, health and safety risks. Our products, as well as our manufacturing and service activities, are subject to environmental laws and regulations in each of the jurisdictions where we operate. These laws regulate product performance or components, energy use, greenhouse gas emissions, air quality, water and noise pollution, hazardous substance management, human health risks arising from the exposure to hazardous or toxic materials, the remediation of soil and groundwater contamination, among other matters. In addition, environmental regulations related to climate change, including CO2 emissions standards adopted by the International Civil Aviation Organization - ICAO, are one of the main drivers of global aerospace industry research and development investments since they may affect customer preferences. We may incur additional costs to improve or create new compliance programs to meet environmental regulatory requirements. We currently have several comprehensive programs in place to reduce the effects of our operations on the environment. For additional information, see “Item 4. Information On The Company—D. Property, Plants And Equipment". Moreover, our services and products must comply with health and safety laws and regulations. We strive to maintain the highest quality standards and closely follow potential and confirmed changes in laws and regulations to adapt, redesign, redevelop, recertify or eliminate our products to remain compliant with those claims. Seizures of non-compliant products may occur, and we may incur penalties. In the event of an accident or other serious incident involving a product, we may be required to conduct investigations and undertake preventive and remedial actions. Climate change may have adverse effects on our business and financial condition. Climate change related risks are gaining increasing social, regulatory, economic, and political relevance, both in Brazil and internationally. New regulations related to climate change may affect our operations and business strategy, leading us to incur financial costs resulting from: (i) physical risks; and (ii) transition risks, including climate litigation. Physical climate risks are those that arise from changes in weather and climate that impact the economy, including rising global average temperatures, which can cause sea level rise and acute climate risks caused by natural disasters, including but not limited to floods, fires, and hurricanes. Such disasters could adversely affect our and our clients’ and business partners’ operations, including by impairing flight services and aircraft circulation. In addition, physical risks could cause market volatility and negatively affect the trading price of our ADSs. Moreover, our facilities and operations may also suffer physical damages due to severe weather events which may represent increased operational costs. Transition climate risks are those that arise from the transition to a low-carbon economy. We expect that the market may face significant and rapid developments in terms of new technologies, policy, legal and regulatory demands capable of impacting our activities and the value of our assets. 13 Effects from both physical and transitional climate risks may also represent losses for our clients and business partners, affecting their profitability as well as their ability to fulfill their obligations. If we do not adequately identify and embed the risks associated with climate change into our risk framework to appropriately measure, manage and disclose the various financial and operational risks that may result from climate change, or if we fail to adapt our strategy and business model to a changing regulatory and market environment, we could face a material adverse impact on our business growth rates, competitiveness, profitability, capital requirements and financial condition. We may not be able to achieve our carbon emissions targets or make progress in other environmental, social, and governance initiatives. In August 2021, we announced our intention to reach carbon neutrality in our operations by 2040 by reducing Scope 1 and 2 emissions as much as possible, and offsetting any residual emission after that. This commitment relies mostly on the purchase of sustainable aviation fuels, or SAFs, electricity from renewable sources and the replacement of natural gas with biomethane. Our estimates concerning the timing and cost of implementing our targets are subject to several risks and uncertainties, such as low availability of SAF, especially in Brazil, where the majority of our operations are concentrated, and variations in fuels, energy, and offset prices. We are setting our strategies and new products aiming for a net-zero emission aviation by 2050. In order to reinforce this commitment, in 2021 we signed the “Fly Net Zero” commitment with other representatives of the aerospace sector, This goal will be supported by accelerated efficiency measures, energy transition and innovation across the aviation sector and in partnership with governments around the world. We have also committed to certain diversity, inclusion, and education targets, such as achieving 50% diverse hires in all new entry-level programs by December 31, 2025; supporting more than 80% of the students from Embraer high schools in being accepted into public or private universities with full-tuition scholarships; having 20% of women in senior leadership positions by December 31, 2025, among others. We are also subject to certain legal obligations to meet diversity, equity and inclusion targets. We cannot assure that our environmental, social and governance, or ESG, targets and commitments and any ESG-related obligations will be achieved since they depend on several factors over which we have no influence or control. Geopolitical and Macroeconomic Risks Brazilian political and economic conditions have a direct impact on our business and the trading price of our common shares and ADSs. The Brazilian government has frequently intervened in the Brazilian economy and, from time to time, has implemented significant changes in policy and regulations. The Brazilian government’s measures to control inflation and affect other policies and regulations have involved, among other measures, increases in interest rates, changes in tax policies, price controls, currency exchange and remittance controls, devaluations, capital controls and limits on imports. As a result, our business, financial condition, results of operations and the trading price of the common shares and the ADSs may be adversely affected by changes in policy or regulations at the federal, state or municipal level involving or affecting factors, such as: ✈interest rates; ✈currency fluctuations; ✈monetary policies; ✈inflation; ✈liquidity of capital and lending markets; ✈tax policies; ✈labor regulations; ✈energy and water shortages and rationing; and ✈other political, social and economic developments in or affecting Brazil. 14 Uncertainty over whether the Brazilian government would implement changes in policy, regulation or legislation contributes to instability in the Brazilian economy, increasing the volatility of the Brazilian securities markets. These uncertainties and other future developments in the Brazilian economy may adversely affect our activities, and consequently our operating results, and may also adversely affect the trading price of our common shares and ADSs. We cannot predict which policies the Brazilian government will adopt or if these policies or changes in current policies may have an adverse effect on us or the Brazilian economy. These factors are compounded as our results of operations and financial condition have been, and will continue to be, affected by the growth rate of the Brazilian GDP. Brazilian GDP growth rates have fluctuated over the past years, with an expansion of 4.6% in 2021, 2.9% in 2022, 2.5% in 2023, 3.4% in 2024 and 2.3% in 2025. The Focus report, a summary of market expectations collected by the Brazilian Central Bank and released on March 13, 2026 the consensus of Brazilian economists was for expectations of Brazilian GDP to increase 1.8% in 2026. Growth of the Brazilian GDP is limited by inadequate infrastructure, including potential energy shortages and deficient transportation, logistics and telecommunication sectors, general strikes, the lack of a qualified labor force, and the lack of private and public investments in these areas, which limit productivity and efficiency. Any of these factors could lead to labor market volatility and generally impact income, purchasing power and consumption levels, which could limit growth and ultimately have a material adverse effect on the use of our products and services. Political instability may adversely affect our business and results of operations, the price of our common shares and our debt instruments. Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crises have affected, and continue to affect, the confidence of investors and that of the public in general, resulting in economic downturns and heightened volatility of securities issued by Brazilian companies. Political instability and uncertainty regarding political developments and the policies the Brazilian government may adopt or alter may have material adverse effects on the macroeconomic environment in Brazil, as well as on the operations and financial performance of businesses operating in Brazil, including ours. In addition, in 2026, Brazil will hold elections for President, senators, federal deputies and state deputies. Electoral uncertainty could lead to high volatility in Brazilian financial markets, and uncertainty regarding political developments may have material adverse effects on the macroeconomic environment in Brazil and, consequently, on us. Inflation and government efforts to curb inflation may contribute significantly to economic uncertainty and to heightened volatility in the Brazilian and international securities markets and, consequently, may adversely affect us. Inflation and interest rate volatility have in the past caused material adverse effects in the Brazilian and global economy. Sudden increases in prices and long periods of high inflation may cause, among other effects, loss of purchasing power and distortions in the allocation of resources in the economy. In Brazil, inflation and certain actions taken by the Brazilian Central Bank to curb it have had significant negative effects on the Brazilian economy. Brazil’s General Price Index (Índice Geral de Preços – Mercado), or the IGP-M index, registered deflation of 1.1% in 2025, compared to inflation of 6.5% in 2024 and deflation of 3.2% in 2023. Brazil’s National Broad Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo), or the IPCA index, recorded inflation rates of 4.3% in 2025, 4.8% in 2024 and 4.6% in 2023. Measures to curb high inflation rates include a tightening of monetary policy, with an increase in interest rates, resulting in restrictions on credit and short-term liquidity. The Brazilian Central Bank’s Monetary Policy Committee (Comitê de Política Monetária), or COPOM, is responsible for setting the Brazilian official interest rate, or the SELIC rate. The COPOM frequently adjusts the official base interest rates in situations of economic uncertainty to meet the economic goals established by the Brazilian government. After reaching a historical low of 2.0% in August 2020, the COPOM began increasing interest rates in March 2021 and, as a result, the SELIC rate reached 13.75% in December 2022. In 2023, the Brazilian Central Bank started cutting the SELIC rate as a result of a slowdown in inflation, and the SELIC rate was set to 13.25% in August 2023, 11.75% in December 2023 and 10.50% as of May 2024. Nevertheless, renewed inflationary pressures—driven in part by fiscal concerns stemming from persistent budget deficits and increased government spending—prompted the Brazilian Central Bank to reverse course and resume hiking rates in September 2024, with the SELIC rate reaching 15.00% by June 2025. As of the date of this annual report, the SELIC rate stands at 15.00% per annum, reflecting the challenges of controlling inflation amid a strong economy, historically low unemployment levels, and fiscal imbalances requiring tighter monetary policy to maintain economic stability. 15 In the international scenario, inflation has reached record highs in recent years. In the U.S., consumer inflation measured by the U.S. Consumer Price Index, or the CPI, peaked at 3.4% in 2023, was 2.9% in 2024, and 2.7% in 2025. Similarly, in Europe, consumer inflation measured by the Harmonised Index of Consumer Prices ("HICP") was 2.9% in 2023, 2.4% in 2024, and 2.0% in 2025. The rise in inflation prompted central banks to reverse the strong stimulus policies implemented during the COVID-19 pandemic. The European Central Bank increased interest rates from -0.5% in 2021 to 2.0% in 2022, reaching a peak of 4.5% in 2023. The Federal Reserve similarly raised rates from 0.08% in 2021 to 4.33% in 2022 and 5.33% in 2023. However, in 2025, both central banks began a measured reversal of these policies, with the European Central Bank cutting rates to 2.15% and the Fed lowering the federal funds rate to a range of 3.50% to 3.75% by the end of 2025. These moves were driven by moderating inflation, slowing economic growth, and easing supply chain pressures. Despite these recent rate cuts, interest rates remain at historically high levels compared to pre-pandemic norms. Both the European Central Bank and the Federal Reserve are generally expected to maintain rates at these elevated levels in the near term to ensure inflation remains under control and economic stability is preserved. Increases in interest rates, or the maintenance of interest rates at historically high levels, could adversely affect our ability to incur additional debt and increase the cost of service of debt, resulting in an increase in our financial costs, which may reduce our liquidity, thereby adversely affecting our ability to meet our financial obligations. As of December 31, 2025, 9.6% of our consolidated cash and cash equivalents were indexed to the variation of the Brazilian CDI rate. Therefore, fluctuations in Brazilian interest rates and inflation may adversely affect us. On the other hand, a significant decrease in the CDI or inflation rates may adversely affect the revenue we receive from our financial investments. Exchange rate volatility may adversely affect us. The Brazilian currency has, during the last decades, experienced frequent and substantial variations in relation to the U.S. dollar and other foreign currencies. In 2023, the real appreciated against the U.S. dollar in comparison to December 31, 2022, reaching R$4.8413 per US$1.00 as of December 31, 2023. In 2024, the real depreciated against the U.S. dollar in comparison to December 31, 2023, reaching R$6.1923 per US$1.00 as of December 31, 2024. The real/U.S. dollar exchange rate reported by the Brazilian Central Bank was R$ 5.5024 per US$1.00 on December 31, 2025, which reflected a 11.1% depreciation in the real against the U.S. dollar during the year, driven by the U.S. monetary policy environment, as well as concerns surrounding the Brazilian economy and the Brazilian government’s fiscal situation. As of March 9, 2026, the real/U.S. dollar exchange rate reported by the Brazilian Central Bank was R$5.2139 per US$1.00. There can be no assurance that the real will not depreciate or appreciate further against the U.S. dollar. On the one hand, depreciation of the real against the U.S. dollar creates inflationary pressures in Brazil and causes increases in interest rates, which negatively affects the growth of the Brazilian economy as a whole, and curtails access to foreign financial markets and may prompt government intervention, including recessionary governmental policies. Depreciation of the real against the U.S. dollar has also, including in the context of an economic slowdown, led to decreased consumer spending, deflationary pressures and reduced growth of the economy as a whole. On the other hand, appreciation of the real relative to the U.S. dollar and other foreign currencies could lead to a deterioration of the Brazilian current accounts, as well as dampen export-driven growth. Depending on the circumstances, either depreciation or appreciation of the real may materially and adversely affect us. Although most of our revenue and debt is U.S. dollar-denominated, the relationship of the real to the value of the U.S. dollar, and the rate of depreciation of the real relative to the prevailing rate of inflation, may adversely affect us, mainly due to the following factors: ✈In 2025, 13.5% of our total costs were denominated in reais. ✈Our income tax expense is significantly impacted by exchange rate fluctuations, since taxes on income are largely determined and paid in Brazilian reais based on our Brazilian tax books. Additionally, we must record deferred taxes resulting from exchange rate fluctuations on the reported basis of our non-monetary assets (mainly property, plant and equipment and intangible assets). For additional information on the effects of the variation of the real against the U.S. dollar, see notes 22 and 33 to our 2025 audited consolidated financial statements. ✈Depreciation of the real against the U.S. dollar or other currencies would reduce our real-denominated revenues from our Defense & Security segment, when converted to the U.S. dollar as our functional currency. ✈Appreciation of the real against the U.S. dollar or other currencies increases the costs of our products when measured in U.S. dollars and may result in a decrease in our margins. 16 Depreciations of the real relative to the U.S. dollar could also reduce the U.S. dollar value of distributions and dividends on our ADSs and may also reduce the market value of our common shares and ADSs. While our functional currency is the U.S. dollar our shareholders’ equity is required under Brazilian Corporate Law to be accounted and maintained in Brazilian reais, including amounts to be distributed to shareholders (dividends and interest on own capital). For more information, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividends and Dividends Policy.” Developments and the perception of risk in other countries, especially other emerging markets, may adversely affect the market price of Brazilian securities, including our ADSs, our common shares and our debt instruments. The market value of securities of Brazilian issuers, including securities issued by us, may be affected by economic and market conditions in other countries, including the United States of America, European Union and Latin American countries and other emerging market countries. For instance, political divisions in the United States of America, particularly around fiscal, inflation, energy, and geopolitical policies, may result in sudden policy changes that adversely impact the U.S., global, and Brazilian economies and capital markets. Although economic conditions in those countries may differ significantly from economic conditions in Brazil, investors’ reactions to developments in other countries may have an adverse effect on the market value of securities of Brazilian issuers. To the extent the conditions of the global markets or economy deteriorate, the business of companies with significant operations in Brazil may be adversely affected. Moreover, crises elsewhere may diminish investor interest in securities of Brazilian issuers, including ours. This could adversely affect the trading price of our securities and could also make it more difficult for us to access the capital markets and finance our operations in the future on acceptable terms, or at all. We may be materially and adversely affected by protectionist trade policies and other measures adopted by the current U.S. administration, including the imposition of additional tariffs on Brazilian products. The current President of the United States was elected for a second term in November 2024 and took office in January 2025. We have no control over and cannot predict the effect of his administration or policies. Since returning to office, the President’s administration has announced and implemented tariff measures affecting imports into the United States, including by applying a generally applicable additional tariff of 10% in April 2025 to most imports into the United States and a subsequently announced 40% tariff in country-specific tariffs applicable to a broad range of Brazilian exports to the United States (the latter of which was subsequently repealed). In connection with these measures, it was reported in the press that aircraft exported from Brazil to the United States could be subject to these increased Brazil-specific tariffs; however, exemptions were subsequently put in place for civil aircraft and certain related parts and products from the higher Brazil-specific tariff, although such imports may remain subject to other applicable tariffs, including the 10% generally applicable additional tariff. Such exemptions did not apply to military and defense aircraft, equipment, components and related materials, which continue to be subject to higher import duties (up to 50%) when imported into the United States. Moreover, in February 2026, however, the U.S. Supreme Court held that certain tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were beyond the President’s statutory authority, vacating significant components of the tariff regime and reinforcing that tariff-setting power resides with Congress. While the decision has limited the legal basis for the broad emergency tariffs originally imposed, legal and policy uncertainty remains as the U.S. administration has signaled intentions to pursue alternative statutory authorities to re-impose or adjust tariffs and may enact across-the-board levies under other provisions of U.S. trade law. The U.S. government has also publicly threatened further trade actions against Brazil and other BRICS countries based on their association with Russia and their efforts to reduce dependence on the U.S. dollar in international trade. These measures have contributed to heightened geopolitical tensions, increased market volatility, and growing uncertainty regarding the future of international trade and capital flows. Increased tariffs and the potential for further trade restrictions may lead to a slowdown in global trade and economic activity and may increase costs, create supply chain disruptions and contribute to increased market volatility and uncertainty. For us, such developments could (i) increase the delivered cost of our aircraft, parts and services in the United States and other markets, (ii) reduce demand for our products, including by causing customers to defer, reschedule or cancel orders or seek to renegotiate commercial terms, (iii) increase our costs of production to the extent tariffs apply to components, raw materials or other inputs and (iv) adversely affect our margins, revenues, backlog and results of operations. Additionally, any deterioration in U.S.-Brazil trade relations, retaliatory measures by other countries or related regulatory shifts could further disrupt our operations and global supply chain. Any downgrade of Brazil’s sovereign debt could adversely affect the market price of our common shares, ADSs and debt instruments. Credit ratings affect investors’ perceptions of risk and, as a result, the yields required on debt issuances in financial markets. Rating agencies regularly evaluate Brazil and its sovereign ratings, taking into account a number of 17 factors including macroeconomic trends, fiscal and budgetary conditions, indebtedness and the prospect of change in these factors. As of the date of this annual report, Brazil’s sovereign credit ratings were BB with a stable outlook, Ba1 with a positive outlook and BB with a stable outlook by Standard & Poor’s, Moody’s and Fitch, respectively, which ratings are below investment grade. Consequently, the prices of securities offered by companies with significant operations in Brazil may be adversely affected. A prolongation or worsening of the current low growth rates of the Brazilian economy and continued political uncertainty, among other factors, could lead to further ratings downgrades or the maintenance of Brazil’s credit ratings at sub-investment grade levels. Any of these events could increase the perception of risk of investors and, as a result, adversely affect the price of securities issued by Brazilian companies, including our ADSs. Developments related to geopolitical conflicts, sanctions, export controls and instability in certain jurisdictions may adversely affect us. Global geopolitical developments, including the ongoing conflict between Russia and Ukraine, instability in the Middle East and sanctions and trade restrictions affecting certain jurisdictions, such as Russia, Belarus, certain regions of Ukraine, Iran and Venezuela, have generated uncertainty in the global economy. As soon as the war was declared, we suspended parts, maintenance and technical support services for certain customers to comply with the sanctions imposed on Russia, Belarus and certain regions of Ukraine by laws of jurisdictions to which we are subject, and we may be required to take similar actions in the future in order to comply with applicable sanctions, export controls or other trade restrictions. As the Russia-Ukraine conflict persists, and instability continues in other regions, we continue to closely monitor developments to assess potential restrictions or impacts that may arise. These developments have also led to an increase in cyber-attacks targeting critical networks, airlines and suppliers, further amplifying operational risks across the aviation industry. They have also highlighted the direct risks to aviation safety. Recent incidents related to these matters illustrate the heightened risks for civilian aircraft operating in or near conflict zones. These events not only pose immediate safety concerns but also contribute to reputational risks for manufacturers, heightened scrutiny of aviation operations and potential disruptions to the industry as a whole. Russia remains one of the world’s largest suppliers of titanium, a critical material for aircraft manufacturing. Although we do not currently anticipate constraints in the availability of titanium in our supply chain, considering our current inventory position and the existing alternative sources in other countries, we will continue to actively monitor our supply chain to identify and mitigate any potential constraints. In addition, geopolitical conflicts, sanctions, trade restrictions and regional instability may create additional uncertainty for global supply chains, transportation routes, energy and commodity markets and counterparties in affected regions. These developments may also adversely affect the safety and activities of our employees, especially those residing in or traveling through affected regions. Moreover, we continue to monitor developments in the Middle East and in other regions where the security environment remains highly unstable. Ongoing tensions and conflicts in these regions, as well as sanctions and other regulatory restrictions affecting certain jurisdictions, may create additional uncertainty for global supply chains and transportation routes. Given that we have suppliers located in some of these regions, any disruptions, shipment delays, regulatory restrictions or cost increases arising from such geopolitical developments could adversely affect our business. It also remains unclear whether these current conflict dynamics will stabilize or escalate, and what long-term effects they may have on global political and economic conditions. As a company that operates globally, the adverse effects—global or localized—of the ongoing conflict between Russia and Ukraine, instability in the Middle East and other regions, and sanctions, export controls and trade restrictions affecting certain jurisdictions, could have a material adverse effect on our business, results of operations or financial condition. Risks Relating to Our Common Shares and ADSs If holders of our ADSs exchange the ADSs for common shares, they risk losing the ability to remit foreign currency abroad and Brazilian tax advantages. The Brazilian custodian for the common shares is responsible for effecting foreign currency remittances abroad for the payment of dividends and other distributions relating to the common shares or upon the disposition of the common shares. These remittances under an ADR program are subject to a specific tax treatment in Brazil that may be 18 more favorable to a nonresident investor if compared to remitting gains originated from securities (such as common shares) directly acquired by the nonresident investor in the Brazilian regulated stock markets. Therefore, an investor who opts to surrender ADSs in exchange for the underlying common share may be subject to less favorable tax treatment on gains with respect to these investments. In addition, by withdrawing the underlying common shares, thereby becoming the direct owner of the shares on the local exchange, a nonresident investor would need to comply with the legal and regulatory requirements in connection with nonresident investments in securities in Brazil. Pursuant to Joint Resolution No. 13 (“Joint Resolution 13”), issued by the Central Bank and the CVM, effective as of January 1, 2025, in order for the nonresident investor to surrender ADSs for the purpose of withdrawing the common shares represented thereby, the nonresident investor would be required to appoint a Brazilian financial institution or a clearing service provider duly authorized by the Central Bank to act as its legal representative, subject to limited exemptions applicable to certain nonresident individuals; such representative is responsible, among other things, for handling the required registrations and updates on behalf of the nonresident investor with Brazilian authorities, which entitle registered nonresident investors to buy and sell directly on the B3. To trade on B3, the nonresident investor may also need to retain a local broker and custodian. These arrangements may require additional expenses from the foreign investor. Moreover, if the representatives fail to obtain or update the relevant foreign investment accreditation with the CVM as required by the Joint Resolution 13 and CVM Resolution No. 13, of November 18, 2020 (“CVM Resolution 13”), nonresident investors may incur additional expenses or be subject to operational delays which could affect their ability to receive dividends or distributions relating to the common shares or the return of their capital in a timely manner. The foreign investment requirements under Joint Resolution 13 and CVM Resolution 13 may be affected by future legislative or regulatory changes, and we cannot assure the holders that additional restrictions applicable to them, the disposition of the underlying common or preferred shares, or the repatriation of the proceeds from the process will not be imposed in the future. The Brazilian Federal Government has veto power over the change in our corporate control, and of our name, trademark or corporate purpose and over the creation or alteration of our Defense & Security programs, and its interests could conflict with the interests of the holders of our common shares and ADSs. The Brazilian Federal Government holds one share of a special class of our common stock called a “golden share,” which carries veto power over certain matters such as change of control, name, trademark or corporate purpose and over the creation or alteration of our Defense & Security programs (whether or not the Brazilian government participates in those programs). For example, in 2010, we changed our corporate name to Embraer S.A. and altered our by-laws to allow us to enter the defense and security market, which required the approval of the Brazilian Federal Government. The Brazilian Federal Government may veto transactions that may be in the interest of the holders of our common shares or ADSs. We cannot ensure that we will be able to obtain approvals from the Brazilian Federal Government in the future to effect important corporate changes or transactions, or other important corporate changes that may be required. Our by-laws contain provisions that could discourage our acquisition or prevent or delay transactions that you may favor. Our by-laws contain provisions that have the effect of avoiding the concentration of our common shares in the hands of a small group of investors to promote the dispersed ownership of those shares. These provisions require any shareholder or group of shareholders that acquires or becomes the holder of (i) 35% or more of the total shares issued by us or (ii) other rights over shares issued by us that represent more than 35% of our capital, to submit to the Brazilian government a request for making a public tender offer to purchase all of our shares on the terms specified in our by-laws. If the request is approved, the shareholder or group of shareholders must commence the public tender offer to purchase all of our shares within 60 days of the date of approval. If the request is refused, the shareholder or group of shareholders must sell all of their shares that exceed the 35% limit within 30 days, so that the holding of this shareholder or group of shareholders falls below 35% of our capital stock. These provisions may have anti-takeover effects and may discourage, delay or prevent a merger or acquisition, including transactions in which our shareholders might otherwise receive a premium for their common shares and ADSs. These provisions can only be altered or overridden with the approval of our board of directors and our shareholders in a shareholders’ meeting convened for this purpose and with the consent of the Brazilian government, as holder of the golden share. 19 Our by-laws contain provisions that limit the voting rights of certain shareholders, including non-Brazilian shareholders. Our by-laws contain provisions that limit the rights of a shareholder or group of shareholders, including brokers acting on behalf of one or more holders of ADSs, to exercise voting rights in respect of more than 5% of the outstanding shares of our capital stock at any general meeting of shareholders. Our by-laws also contain provisions that limit the right of non-Brazilian shareholders to exercise voting rights in respect of more than two thirds of the voting rights that may be exercised by Brazilian shareholders present at any general meeting of shareholders. This limitation will effectively prevent our takeover by non-Brazilian shareholders and limit the ability of non-Brazilian shareholders to effect control over us. For additional information on our voting rights, see “Item 10. Additional Information—B. Memorandum And Articles Of Association—Voting Rights Of Shares—Limitations On The Voting Rights Of Certain Holders Of Common Shares” We do not have a controlling shareholder and as a result we may be subject to certain risks. As a widely held corporation, we do not have a controlling shareholder or a control group that hold rights that permanently ensure it the majority of votes in the resolutions of the general shareholders’ meeting or the power to elect the majority of the members of our board of directors. In the absence of a single, controlling shareholder or group of controlling shareholders, the minimum quorum required by law for the approval of certain matters may not be reached, which could adversely affect our business. In addition, we and our shareholders may not be afforded the same protections provided by the Brazilian Corporate Law against abusive measures taken by other shareholders and, as a result, we may be required to incur significant expenses and may not be compensated for any losses we suffer. Any sudden and unexpected changes in our management, changes in our corporate policies or strategic direction, takeover attempts or any disputes among shareholders regarding their respective rights may adversely affect our business and results of operations. Holders of ADSs may not be able to exercise their voting rights. Holders of ADSs may only exercise their voting rights with respect to the underlying common shares in accordance with the provisions of the deposit agreement governing our ADSs. Under the deposit agreement, ADS holders must vote the common shares underlying their ADSs by giving voting instructions to the depositary. Upon receipt of the voting instructions from the ADS holder, the depositary will vote the underlying common shares in accordance with these instructions. Otherwise, ADS holders will not be able to exercise their voting right unless they surrender the ADS for cancellation in exchange for the common shares. Pursuant to our by-laws, the first call for a shareholders’ meeting must be published at least 30 days in advance of the meeting and the second call must be published at least 15 days in advance of the meeting. When a shareholders’ meeting is convened, holders of ADSs may not receive sufficient advance notice to surrender the ADSs in exchange for the underlying common shares to allow them to vote with respect to any specific matter. In addition, the depositary has no obligation to notify ADS holders of an upcoming vote or distribute voting cards and related materials to ADS holders, unless we specifically instruct the depositary to do so. If we ask the depositary to seek voting instructions from ADS holders, the depositary will notify ADS holders of the upcoming vote and will arrange to deliver proxy cards to those holders. We cannot ensure that ADS holders will receive proxy cards in time to allow them to instruct the depositary to vote the shares underlying their ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for an untimely solicitation of voting instructions. As a result, holders of ADSs may not be able to fully exercise their voting rights. The relative illiquidity and volatility of the Brazilian securities markets may substantially limit the ability of holders of our common shares or the ADSs to sell the common shares underlying ADSs at the price and time they desire. Investing in securities, including our common shares or the ADSs, of issuers from emerging market countries, including Brazil, involves a higher degree of risk than investing in securities of issuers from more developed countries. The Brazilian securities markets are substantially smaller, less liquid, more concentrated and more volatile than major securities markets in the United States of America and other jurisdictions and are not as highly regulated or supervised as some other markets. The relatively small market capitalization and illiquidity of the Brazilian equity markets may substantially limit the ability of holders of our common shares or ADSs to sell the common shares or the ADSs at the 20 price and time desired. For additional information on the B3, see “Item 9. The Offer And Listing—C. Markets—Trading On The B3.” Holders of our ADSs might be unable to exercise preemptive rights with respect to the common shares. Holders of our ADSs may not be able to exercise the preemptive rights relating to the common shares underlying their ADSs unless a registration statement under the Securities Act is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not required to file a registration statement with respect to the shares or other securities relating to these preemptive rights, and we cannot assure holders of our ADSs that we will file any registration statement. Unless we file a registration statement or an exemption from registration applies, holders of our ADSs may receive only the net proceeds from the sale of their preemptive rights by the depositary or, if the preemptive rights cannot be sold, the rights will lapse. Judgments of Brazilian courts with respect to our common shares will be payable only in reais. If proceedings are brought in the courts of Brazil seeking to enforce our obligations in respect of the common shares, we will not be required to discharge our obligations in a currency other than reais. Under Brazilian exchange control limitations, an obligation in Brazil to pay amounts denominated in a currency other than reais may only be satisfied in Brazilian currency at the exchange rate, as determined by the Central Bank, in effect on the date the judgment is obtained, and those amounts are then adjusted to reflect exchange rate variations through the effective payment date. The then prevailing exchange rate may not provide non-Brazilian investors with full compensation for any claim arising out of or related to our obligations under the common shares or the ADSs.