Eve Holding, Inc.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 4, 2025
EVEX$1.85+17.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001554855-25-000899
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001554855-25-001920
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 89 previous paragraphs and 92 current paragraphs.
57 unchanged; 23 reworded; 12 added; 9 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
On September 23,2025, the Company entered into a new Master Services Agreement (the “MSA#2”) with Embraer for the provision of support services to develop an industrialization project, including processes and procedures for the production of eVTOLs and plant operation of the Company’s facility in the city of Taubaté, State of São Paulo, Brazil (the “ETT Manufacturing Site”).
Current report
Selling, general and administrative expenses decreased $1.4 million and increased $2.8 million for the three and nine months ended September 30, 2025, respectively. Although the number of direct Eve employees increased to approximately 190, total payroll expenses decreased year-over-year due to lower costs related to Restricted Stock Units to employees. The most significant contributor to the reduction in SG&A was the capitalization of the ERP system implementation that is related to our industrialization project as we prepare our assembly site for production – this was previously expensed. Lastly, the variation in SG&A also reflects an approximately 2% year-over-year average appreciation of the Brazilian real against the US Dollar.
Current report
Gain from derivative liabilities
Current report
Other loss, net
Current report
Other loss, net decreased $0.1 million for thethree months ended September 30, 2025, primarily related to lower financial expenses of $0.3 million, partially offset by higher foreign currency losses of $0.2 million.
Current report
Other loss, net increased $4.5 million for the nine months ended September 30, 2025, primarily related to higher losses foreign currency losses of $4.9 million, partially offset by lower financial expenses of $0.4 million.
Current report
Net cash provided by financing activities increased $112.6 million for thenine months ended September 30, 2025, primarily related to increased proceeds from the issuance of common stock of $124.0 million, partially offset by lower debt borrowings of $11.4 million.
Current report
Available Credit, Debt and Grants
Current report
For additional information on debt and grant funding, see Note 6 and Note 15, respectively, of the accompanying condensed consolidated financial statements.
Current report
2024 Private Placement
Current report
2025 Registered Direct Offering
Current report
On August 13, 2025, the Company entered into subscription agreements with BNDES, Embraer and other institutional investors, for the issuance and sale of an aggregate of approximately 47.4 million newly issued shares of common stock of the Company, par value $0.001 per share, at a purchase price of $4.85 per share, for a total of $230.0 million, including the subscription by BNDES of Brazilian Depositary Receipts (“BDRs”), each of which represents one share of Common Stock, at a purchase price of R$26.21 per BDR, which reflects an equivalent value of the price per share based on the PTAX rate on August 12, 2025, in a registered direct offering effected pursuant to the Company’s registration statement on Form S-3 (File No. 333-287863) filed under the Securities Act of 1933. Refer to Note 4, Note 7 and Note 8 of the accompanying condensed consolidated financial statements and the Company’s Current Reports on Form 8-K filed with the SEC on August 15, 2025 and October 2, 2025.
Removed paragraphs (9)
Previous report
Selling, general and administrative expenses increased $2.8 million and $4.2 million for the three andsix months ended June 30, 2025, respectively. This is related to an increase in Eve’s direct workforce, as well as the recognition of Restricted Stock Units to employees and higher outsourced services in the quarter. Lastly, Eve continues to incur pre-operating expenses for our first production site in Taubaté, Brazil. The increase in SG&A was despite the 0.6% YoY average currency depreciation of the Real compared to the US Dollar. These increases offset savings on director and officers insurance expenses.
Previous report
(Loss) gain from derivative liabilities
Previous report
Other (loss) gain, net
Previous report
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 report
Net cash provided by financing activities decreased $8.5 million for thesix months ended June 30, 2025, primarily related to lower debt borrowings.
Previous report
Available Credit and Debt
Previous report
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 report
For additional information, see Note 6 of the accompanying condensed consolidated financial statements.
Previous report
Private Placement
Reworded paragraphs (23)
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 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.
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 thethree and nine months ended September 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
Eve’s goal is to be a leading company in the urban air mobility (“UAM”) market by taking a holistic approach to developing a UAM solution that includes: the design and production of electric vertical take-off and landing vehicles (“eVTOLs”), a portfolio of maintenance and support services focused on Eve’s and third-party eVTOLs, and new air traffic management software for eVTOLs (“Vector”), designed to allow eVTOLs to operate safely and efficiently in dense urban airspace alongside conventional aircraft and drones. Eve’s mission is to bring affordable air transportation to all passengers, improve quality of life, unleash economic productivity, save passengers time, and reduce global carbon emissions. Eve plans to leverage its strategic relationship with Embraer to de-risk and accelerate its development plans, while saving costs by utilizing Embraer’s extensive resources.
Current wording
Eve’s goal is to be a leading company in the urban air mobility (“UAM”) market by taking a holistic approach to developing a UAM solution that includes: the design and production of electric vertical take-off and landing vehicles (“eVTOLs”), a portfolio of maintenance and support services focused on Eve’s and third-party eVTOLs (“TechCare”), and new air traffic management software for eVTOLs (“Vector”), designed to allow eVTOLs to operate safely and efficiently in dense urban airspace alongside conventional aircraft and drones. Eve’s mission is to bring affordable air transportation to all passengers, improve quality of life, unleash economic productivity, save passengers time, and reduce global carbon emissions. Eve plans to leverage its strategic relationship with Embraer to de-risk and accelerate its development plans, while saving costs by utilizing Embraer’s extensive resources.
Previous wording
To date, Eve has not generated any revenue, as it continues to develop its eVTOL aircraft and other UAM solutions. As a result, Eve will require substantial additional capital to develop products and fund operations for the foreseeable future. Until Eve can generate any revenue from product sales and services, it expects to finance operations through a combination of existing cash on hand, public offerings, private placements, and debt financing. The amount and timing of future funding requirements will depend on many factors, including the pace and results of development efforts.
Current wording
To date, Eve has not generated any revenue, as it continues to develop its eVTOL aircraft and other UAM solutions. As a result, Eve will require substantial additional capital to develop products and fund operations for the foreseeable future. Until Eve can generate any revenue from product sales and services, it expects to finance operations through a combination of existing cash on hand, available credit lines, public offerings, private placements, and debt financing. The amount and timing of future funding requirements will depend on many factors, including the pace and results of development efforts.
Previous wording
The Brazilian government has frequently intervened in the Brazilian economy and occasionally made drastic changes in policy and regulations. The Brazilian government’s actions to control inflation and affect other policies and regulations have often involved, among other measures, increases in interest rates, changes in tax policies and incentives, price controls, currency devaluations, capital controls, and limits on imports. Changes in Brazil’s monetary, credit, tariff and other policies could adversely affect our business, as could inflation, currency and interest-rate fluctuations, social instability and other political, economic or diplomatic developments in Brazil, as well as the Brazilian government’s response to these developments.
Current wording
The Brazilian government has frequently intervened in the Brazilian economy and occasionally made drastic changes in policy and regulations. The Brazilian government’s actions to control inflation and affect other policies and regulations have often involved, among other measures, increases in interest rates, changes in tax policies and incentives, price controls, currency devaluations, capital controls, and limits on imports. Changes in Brazil’s monetary, credit, tariff and other policies, or retaliatory trade measures taken against Brazil, could adversely affect our business, as could inflation, currency and interest-rate fluctuations, social instability and other political, economic or diplomatic developments in Brazil, as well as the Brazilian government’s response to these developments.
Previous wording
Our revenue will be directly tied to the continued development and sale of eVTOL and related services. While we believe the market for UAM will be large, it remains undeveloped and there is no guarantee of future demand. We currently anticipate commercialization of our eVTOL services-and-support business beginning in 2026, followed by the commercialization and initial revenue generation from the sale of our eVTOLs beginning in 2027. Our business will require significant investment leading up to launching passenger services including, but not limited to, final engineering designs, prototyping and testing, manufacturing, software development, certification, pilot training and commercialization.
Current wording
Our revenue will be directly tied to the continued development and sale of eVTOL and related services. While we believe the market for UAM will be large, it remains undeveloped and there is no guarantee of future demand. Our business will require significant investment, including for final engineering designs, prototyping and testing, manufacturing, software development, certification, pilot training and commercialization.
Previous wording
In addition to our market development initiatives, Eve has signed non-binding letters of intent to sell approximately 2,800 of our eVTOL aircraft and we continue to seek additional opportunities for sales partnerships. In addition to these deals, Eve has been actively involved in the UAM ecosystem development by signing Memorandums of Understanding (“MOUs”) with about 30 market-leading partners in segments spanning infrastructure, operations, platforms, utilities, and others. In the future, we plan to focus on implementation and ecosystem readiness with our existing partners while continuing to seek UATM and support-services partnerships in order to complement our business model and drive growth.
Current wording
In addition to our market development initiatives, Eve has signed non-binding letters of intent to sell approximately 2,800 of our eVTOL aircraft and we continue to seek additional opportunities for sales partnerships. In addition to these deals, Eve has been actively involved in the UAM ecosystem development by signing Memorandums of Understanding (“MOUs”) with various market-leading partners in segments spanning infrastructure, operations, platforms, utilities, and others. In the future, we plan to focus on implementation and ecosystem readiness with our existing partners while continuing to seek UATM and support-services partnerships in order to complement our business model and drive growth.
Previous wording
Research and development expenses increased by $9.4 million and $26.6 million forthe three andsix months ended June 30, 2025, respectively. The increase in research and development expenses was primarily driven by the MSA with Embraer who performs several developmental activities for Eve. These efforts continue to intensify with advancements in the development of our eVTOL, including the purchase of parts and components and the assembly of our first full-scale prototype. Moreover, R&D includes increased engineering engagement with Embraer, additional program development activities, and testing infrastructure.
Current wording
Research and development expenses increased by $12.5 million and $39.1 million for thethree and nine months ended September 30, 2025, respectively. The increase in research and development expenses was primarily driven by the MSA with Embraer who performs several developmental activities for Eve. These efforts continue to intensify with advancements in the development of our eVTOL, including the purchase of parts and components and the assembly of our first full-scale prototype. Moreover, R&D includes increased engineering engagement with Embraer, additional program development activities, and testing infrastructure.
Previous 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.
Current 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 increased $2.5 million for thethree months ended September 30, 2025, due to a $0.45 decrease in the Public Warrant trading price, compared to the trading price decrease of $0.28 for thethree months ended September 30, 2024.
Previous wording
The fair value of derivative liabilities decreased $14.6 million for thesix months ended June 30, 2025, due to a $0.43 increase in the Public Warrant trading price, compared to the trading price decrease of $0.59 for thesix months ended June 30, 2024.
Current wording
The gain from the change in fair value of derivative liabilities decreased $12.1 million for thenine months ended September 30, 2025, due to a $0.02 decrease in the Public Warrant trading price, compared to the trading price decrease of $0.87 for thenine months ended September 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 $1.5 million for the three months ended June 30, 2025, primarily related to an increase in the average investment balance of $110.7 million.
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 $0.5 million for the three months ended September 30, 2025, primarily related to an increase in the average investment balance of $116.0 million.
Previous wording
Financial investment income increased $3.1 million in thesix months ended June 30, 2025, primarily related to an increase in the average investment balance of $121.9 million as compared to thesix months ended June 30, 2024.
Current wording
Financial investment income increased $3.6 million for thenine months ended September 30, 2025, primarily related to an increase in the average investment balance of $129.9 million as compared to thenine months ended September 30, 2024.
Previous 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.
Current wording
Related party loan interest income decreased $0.4 million and $2.9 million for thethree and nine months ended September 30, 2025, respectively, due to the note maturing in August 2024.
Previous 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.
Current wording
Interest expense increased $1.8 million and $5.4 million for the three and nine months ended September 30, 2025, respectively, primarily related to the larger outstanding debt balance as compared to the prior periods.
Previous 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.
Current wording
Income tax expense remained flat for thenine months ended September 30, 2025. For thethree months ended September 30, 2025, income tax expense decreased $0.3 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 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.
Current wording
As of September 30, 2025, the Company has cash, cash equivalents and restricted cash of $67.4 million, financial investments of $344.2 million, available debt to be drawn of $105.8 million and grant funding commitments of $16.9 million from Finep, which totals approximately $534.3 million of liquidity. Total liquidity is expected to be sufficient to fund our operating plan for at least the next twelve months.
Previous 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.
Current wording
Net cash used by operating activities increased $37.2 million for thenine months ended September 30, 2025, primarily as a result of increased net losses due to advancement of the R&D programs, adjusted for the impact of change in non-cash activity such as changes in operating assets and liabilities of $8.6 million and fair value of derivative instruments of $12.1 million.
Previous wording
Net Cash Provided by Investing Activities
Current wording
Net Cash Used by Investing Activities
Previous 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.
Current wording
Net cash used by investing activities increased $42.5 million for thenine months ended September 30, 2025, primarily related toincreased financial investment purchases of $118.0 million, lower related party loan collections of $81.0 million that occurred in 2024 and higher capital expenditures of $4.5 million, partially offset by redemptions of financial investments of $161.0 million.
Previous 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.
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 $95.2 million, using the exchange rate on September 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 R$500.0 million (approximately $91.1 million) as of June 30, 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 $92.7 million) as of September 30, 2025.
Previous 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.
Current wording
On November 22, 2024, the Company entered into a loan agreement with BNDES for R$200 million (approximately $37.6 million), to support the second phase of the development of the Company’s eVTOL project.
Previous wording
On June 3, 2025, the Company announced that it had been selected in a public call by Finep – Brazil’s Funding Authority for Studies and Projects, to receive a grant of up to $16.5 million. The total project investment amount is up to $35.0 million, combining the Finep grant with Eve’s required company contribution. This is the first grant (non-repayable funding) awarded to Eve, which we believe reinforces the Company’s leadership in developing innovative solutions for sustainable urban air mobility.
Current wording
On June 3, 2025, the Company announced that it had been selected by Finep – Brazil’s Funding Authority for Studies and Projects, to receive a nonrepayable grant of up to $16.9 million. The total project investment amount is up to $35.0 million, combining the Finep grant with Eve’s required company contribution of $18.9 million. This is the first grant awarded to the Company, which we believe reinforces our leadership in developing innovative solutions for sustainable urban air mobility.
Previous wording
In July and September 2024, the Company closed on subscription agreements, warrant agreements and warrant exchange agreements with certain investors relating to the 2024 Private Placement for the issuance and sale of 23,900,000 newly issued shares of common stock for cash at a purchase price of $4.00 per share, for a total of $95.6 million in new equity financing, the exchange of certain Public Warrants and Market Warrants for shares of common stock, and the issuance of certain Penny Warrants to certain investors. Refer to Note 7 and Note 8 of the accompanying condensed consolidated financial statements and the Company’s Current Reports on Form 8-K filed with the SEC on July 1, 2024 and July 18, 2024 for additional information.
Current wording
In July and September 2024, the Company closed on subscription agreements, warrant agreements and warrant exchange agreements with certain investors relating to the 2024 Private Placement for the issuance and sale of 23.9 million newly issued shares of common stock for cash at a purchase price of $4.00 per share, for a total of $95.6 million in new equity financing, the exchange of certain Public Warrants and Market Warrants for shares of common stock, and the issuance of certain Penny Warrants to certain investors. Refer to Note 4, Note 7 and Note 8 of the accompanying condensed consolidated financial statements and the Company’s Current Reports on Form 8-K filed with the SEC on July 1, 2024 and July 18, 2024 for additional information.