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.