Eve Holding, Inc.

Previous wording

The following discussion and analysis provides information we believe is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The following discussion should be read in conjunction with the Company’s most recent Annual Report on Form 10-K (the “2024 Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and the unaudited condensed consolidated financial statementsfor thethree months ended March 31, 2025 and 2024, and the related notes that are included in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those factors set forth under“Cautionary Note Regarding Forward-Looking Statements” in Part I, Item 1 A. Risk Factors of our 2024 Form 10-Kand in our other filings with the SEC. Capitalized terms not defined have the same meaning as in the notes to the unaudited condensed consolidated financial statements.

Current wording

The following discussion and analysis provides information we believe is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The following discussion should be read in conjunction with the Company’s most recent Annual Report on Form 10-K (the “2024 Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and the unaudited condensed consolidated financial statements for the three andsix months ended June 30, 2025 and 2024, and the related notes that are included in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those factors set forth under “Cautionary Note Regarding Forward-Looking Statements” in Part I, Item 1A. Risk Factors of our 2024 Form 10-K and in our other filings with the SEC. Capitalized terms not defined have the same meaning as in the notes to the unaudited condensed consolidated financial statements.

Previous wording

Thelist above is not intended to be an exhaustive list of all of our forward-looking statements. Our forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. While we believe these expectations, forecasts, assumptions and judgments are reasonable, our forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Current wording

The list above is not intended to be an exhaustive list of all of our forward-looking statements. Our forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. While we believe these expectations, forecasts, assumptions and judgments are reasonable, our forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Previous wording

Eve Holding, Inc. (together with its subsidiaries, as applicable, “Eve”, the “Company”, “we”, “us” or “our”), a Delaware corporation, is an aerospace company with operations in Melbourne, Florida and São José dos Campos, São Paulo, Brazil. The Company is a former blank check company incorporated on November 19, 2020, under the name Zanite Acquisition Corp. (“Zanite”) as a Delaware corporation that was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination withone or more businesses.

Current wording

Eve Holding, Inc. (together with its subsidiaries, as applicable, “Eve”, the “Company”, “we”, “us” or “our”), a Delaware corporation, is an aerospace company with operations in Melbourne, Florida and São José dos Campos, São Paulo, Brazil. The Company is a former blank check company incorporated on November 19, 2020, under the name Zanite Acquisition Corp. (“Zanite”) as a Delaware corporation that was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Previous wording

Resultsof Operations(unaudited, in thousands)

Current wording

Results of Operations (unaudited, in thousands)

Previous wording

Derivative liabilities relate to the Private Warrants, which are valued using the trading price of the Company’s Public Warrants. The gain from the change in fair value of derivative liabilities decreased by $3.0 million for thethree months ended March 31, 2025, due to a $0.23 decrease in the Public Warrant trading price, whereas the trading price decreased $0.45 for thethree months ended March 31, 2024.

Current wording

Derivative liabilities relate to the Private Warrants, which are valued using the trading price of the Company’s Public Warrants. The fair value of derivative liabilities decreased $11.5 million for thethree months ended June 30, 2025, due to a $0.66 increase in the Public Warrant trading price, compared to the trading price decrease of $0.15 for thethree months ended June 30, 2024.

Previous wording

The Company invests cash in highly rated, short-term fixed-income instruments, primarily in US Dollars, with reputable financial institutions. Financial investment income increased $1.6 million for thethree months ended March 31, 2025, primarily related to an increase in the average investment balanceof $124.6 million, partially offset by lower interest rates.

Current wording

The Company invests cash in highly rated, short-term fixed-income instruments, primarily in US Dollars, with reputable financial institutions. Financial investment income increased $1.5 million for the three months ended June 30, 2025, primarily related to an increase in the average investment balance of $110.7 million.

Previous wording

Related party loan interest income decreased $1.2 million for the three months ended March 31, 2025 due to the note maturing in August 2024.

Current wording

Related party loan interest income decreased $1.2 million and $2.4 million for the three andsix months ended June 30, 2025, respectively, due to the note maturing in August 2024.

Previous wording

Interest expense increased $1.8 million for thethree months ended March 31, 2025, primarily related to the larger outstanding debt balance as compared to the prior period.

Current wording

Interest expense increased $1.8 million and $3.6 million for the three andsix months ended June 30, 2025, respectively, primarily related to the larger outstanding debt balance as compared to the prior periods.

Previous wording

Other loss, netincreased $1.5 million for thethree months ended March 31, 2025, primarily related to an increase in foreign currency losses.

Current wording

Other loss, net increased $3.1 million and $4.6 million for the three andsix months ended June 30, 2025, respectively, primarily related to an increase in foreign currency losses.

Previous wording

Income tax expense decreased $1.2 million for thethree months ended March 31, 2025, primarily due to lower net incomeat Eve Brazil on a standalone basis. Intercompany transactions with Eve Brazil are eliminated upon consolidation.

Current wording

Income tax expense remained flat for thethree months ended June 30, 2025. For thesix months ended June 30, 2025, income tax expense decreased $1.1 million. The change in income tax expense for both periods was primarily due to operations of Eve Brazil in the Brazilian tax jurisdiction on a standalone basis. Intercompany transactions with Eve Brazil are eliminated upon consolidation.

Previous wording

As of March 31, 2025, the Company has cash and cash equivalents of $59.5 million, financial investments of $228.1 million and available debt to be drawn of $122.7 million, which totals to approximately $410.3 million of liquidity. Total liquidity is expected to be sufficient to fund our operating plan for at least the next twelve months.

Current wording

As of June 30, 2025, the Company has cash and cash equivalents of $41.5 million, financial investments of $201.2 million and available debt to be drawn of $116.2 million, which totals approximately $358.9 million of liquidity ($375.5 million with Finep). Total liquidity is expected to be sufficient to fund our operating plan for at least the next twelve months.

Previous wording

Our liquidity plans are subject to a number of risks and uncertainties, including those described in the “Cautionary Note Regarding Forward-Looking Statements” section of this MD&A and Part I, Item 1 A. Risk Factors of our 2024 Form 10-K, some of which are out of our control. Until we generate sufficient operating cash flow to cover operating expenses, working capital requirements and planned capital expenditures, we expect to utilize a combination of equity and debt financing to fund any future capital needs. Currently, no decision has been made as to specific sources of additional funding and the Company may explore different funding opportunities including long-term debt finance lines with private and public banks, advances and pre-delivery down payments from customers, aswell as convertible debt or equity issuances. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If the Company raises funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have experienced in the past, and may in the future experience, periods of upheaval that could impact the availability and cost of equity and debt financing.

Current wording

Our liquidity plans are subject to a number of risks and uncertainties, including those described in the “Cautionary Note Regarding Forward-Looking Statements” section of this MD&A and Part I, Item 1A. Risk Factors of our 2024 Form 10-K, some of which are out of our control. Until we generate sufficient operating cash flow to cover operating expenses, working capital requirements and planned capital expenditures, we expect to utilize a combination of equity and debt financing to fund any future capital needs. Currently, no decision has been made as to specific sources of additional funding and the Company may explore different funding opportunities including long-term debt finance lines with private and public banks, advances and pre-delivery down payments from customers, aswell as convertible debt or equity issuances. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If the Company raises funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have experienced in the past, and may in the future experience, periods of upheaval that could impact the availability and cost of equity and debt financing.

Previous wording

The following table summarizes cash flowsforthe periods indicated (in thousands):

Current wording

The following table summarizes cash flows for the periods indicated (in thousands):

Previous wording

Net cash used by operating activities decreased $10.9 million for thethree months ended March 31, 2025, primarily as a result of increased net losses due to advancement of the R&D programs and increased headcount, adjusted for the impact of change in non-cash activity related tochanges in operating assets and liabilities of $30.2 million andfair value of derivative instruments of $3.0 million.

Current wording

Net cash used by operating activities increased $14.0 million for thesix months ended June 30, 2025, primarily as a result of increased net losses due to advancement of the R&D programs and increased headcount, adjusted for the impact of change in non-cash activity related to changes in operating assets and liabilities of $19.0 million and fair value of derivative instruments of $14.6 million.

Previous wording

Net Cash Provided(Used) by Investing Activities

Current wording

Net Cash Provided by Investing Activities

Previous wording

Net cash related to investing activities increased $20.6 million for thethree months ended March 31, 2025, primarily related toincreased redemptions of financial investments of $107.0 million, partially offset by an increase in financial investment purchases of $86.0 millionand higher capital expenditures of $0.4 million.

Current wording

Net cash provided by investing activities increased $26.0 million for thesix months ended June 30, 2025, primarily related toincreased redemptions of financial investments of $108.0 million, partially offset by an increase in financial investment purchases of $81.0 million and higher capital expenditures of $1.0 million.

Previous wording

Net cash provided by financing activities decreased $5.5 million for thethree months ended March 31, 2025, primarily related to lower debt borrowings.

Current wording

Net cash provided by financing activities decreased $8.5 million for thesix months ended June 30, 2025, primarily related to lower debt borrowings.

Previous wording

As of March 31, 2025, there is approximately $122.7 million available to be drawn under the Company’s debt arrangements.

Current wording

As of June 30, 2025, there is approximately $116.2 million ($132.7 million with Finep) available to be drawn under the Company’s debt arrangements.

Previous wording

On January 23, 2023, the Company entered into a loan agreement with BNDES, pursuant to which BNDES grantedtwo lines of credit to the Company, with an aggregate amount of R$490 million (approximately $94.1 million, using the exchange rate on March 31, 2025), to support the development of the eVTOL. For additional information about the Loan Agreement, see the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2023. On December 21, 2023, the Company announced that Bradesco Bank had concluded that these lines of credit under the loan agreement aligned with the 2023 Green Loans Principles, which is a set of guidelines issued for structuring loan operations for sustainable purposes.

Current wording

On January 23, 2023, the Company entered into a loan agreement with BNDES, pursuant to which BNDES granted two lines of credit to the Company, with an aggregate amount of R$490.0 million (approximately $94.8 million, using the exchange rate on June 30, 2025), to support the development of the eVTOL. For additional information about the Loan Agreement, see the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2023. On December 21, 2023, the Company announced that Bradesco Bank had concluded that these lines of credit under the loan agreement aligned with the 2023 Green Loans Principles, which is a set of guidelines issued for structuring loan operations for sustainable purposes.

Previous wording

On October 10, 2024, the Company entered into a financing agreement, dated as of October 7, 2024, with BNDES, pursuant to which BNDES agreed to grant four lines of credit totaling approximately $87.9 million as of March 31, 2025.

Current wording

On October 10, 2024, the Company entered into a financing agreement, dated as of October 7, 2024, with BNDES, pursuant to which BNDES agreed to grant four lines of credit totaling R$500.0 million (approximately $91.1 million) as of June 30, 2025.

Previous wording

On November 22, 2024, the Company entered into a loan agreement with BNDES for R$200 million (approximately $34.8 million), to support the second phase of the development of the Company’s eVTOL project.

Current wording

On November 22, 2024, the Company entered into a loan agreement with BNDES for R$200 million (approximately $36.6 million), to support the second phase of the development of the Company’s eVTOL project.

Previous wording

For additional information, see Note 6 ofthe accompanying condensed consolidated financial statements.

Current wording

For additional information, see Note 6 of the accompanying condensed consolidated financial statements.

Previous wording

The preparation of thecondensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses during the reporting period. The estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. The critical accounting estimates that affect the condensed consolidated financial statements and the judgments and assumptions used are described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Form 10-K.

Current wording

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses during the reporting period. The estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. The critical accounting estimates that affect the condensed consolidated financial statements and the judgments and assumptions used are described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Form 10-K.

Previous wording

Our cash, cash equivalents and financial investments held subject us to concentrations of credit risk. These financial instrumentsare held at major financial institutions located in the US and Brazil. At times, cash balances with anyone financial institution may exceed US’s Federal Deposit Insurance Corporation insurance limits ($250,000 per depositor per institution). We believe the financial institutions that hold our cash, cash equivalents and financial investments are financially sound and, accordingly, minimize credit risk.

Current wording

Our cash, cash equivalents and financial investments held subject us to concentrations of credit risk. These financial instruments are held at major financial institutions located in the US and Brazil. At times, cash balances with any one financial institution may exceed US’s Federal Deposit Insurance Corporation insurance limits ($250,000 per depositor per institution). We believe the financial institutions that hold our cash, cash equivalents and financial investments are financially sound and, accordingly, minimize credit risk.