Eve Holding, Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
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, 2026 · Filed Nov 5, 2026
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 2026-06-30; filed 2026-08-04.
0001554855-26-001685
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001554855-26-002302
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 114 previous paragraphs and 116 current paragraphs.
96 unchanged; 13 reworded; 6 added; 5 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 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 (6)
Current report
cybersecurity threats and compliance with data privacy regulations in various jurisdictions;
Current report
Research and development expenses increased by $3.4 million and $1.0 million for thethree and nine months ended September 30, 2026, respectively. The increases were primarily driven by the MSA with Embraer, which performs several developmental activities for Eve. These efforts continue to intensify with advancements in the development of our eVTOL. Moreover, R&D includes increased engineering engagement with Embraer, additional program development activities, and testing infrastructure.
Current report
Selling, general and administrative expenses decreased by $1.1 million and decreased by $1.6 million for the three and nine months ended September 30, 2026, respectively. The decreases were primarily attributable to efficiency gains and additional synergies with Embraer implemented in June 2026, as well as continued efforts to reduce expenditures on consulting and legal services.
Current report
Income tax expense increased $1.8 million and $0.9 million for the three and nine months ended September 30, 2026, respectively, compared to the corresponding periods in 2025. The increase was primarily attributable to deferred tax movements related to Eve Brazil during the third quarter of 2026 and was limited to the Brazilian tax jurisdiction.
Current report
Net cash used by operating activities increased $32.4 million for thenine months ended September 30, 2026, primarily as a result of increased net losses due to advancement of the R&D programs.
Current report
Net cash provided by financing activities decreased $110.9 million for thenine months ended September 30, 2026, primarily reflecting the absence of approximately $226.3 million of common-stock issuance proceeds received in the prior-year period and $52.8 million of debt repayments in 2026, partially offset by a $159.4 million increase in debt proceeds.
Removed paragraphs (5)
Previous report
Research and development expenses decreased by $16.7 million and $2.4 million for thethree and six months ended June 30, 2026, respectively. The decrease in research and development expenses was primarily driven by the evolution of negotiations with certain contractors and the program development updates which resulted in a favorable adjustment to previously recorded cost estimates. Despite the R&D reduction from contractors, activities under the Master Services Agreement (MSA) with Embraer continue to increase, reflecting higher efforts related to the eVTOL program, Customer Services, and CapEx-related activities, as well as expenditures on projects such as the Digital Program and the Knowledge Gains Initiative (KGI), driven by ongoing investments to support strategic digital and knowledge development initiatives.
Previous report
Selling, general and administrative expenses increased by $0.1 million and decreased by $0.5 million for the three and six months ended June 30, 2026, respectively. The decrease for the six-month period was primarily attributable to lower payroll expenses associated with restricted stock unit ("RSU") awards granted to employees. The increase for the three-month period was mainly driven by higher travel and depreciation expenses. Travel expenses increased primarily due to a change in cost allocation methodology, whereby certain travel costs were recorded separately as reimbursements during the second quarter of 2026, whereas in the second quarter of 2025 these costs were included in engineering services invoices. In addition, depreciation and amortization expense increased as a result of newly placed-in-service assets and systems, including the Full-Scale Mockup, OneStream, and other recent capital investments.
Previous report
Income tax expense decreased $3.3 million and $2.7 million for the three and six months ended June 30, 2026, respectively, primarily due to deferred income tax from future transactions that will generate tax benefits of Eve Brazil, in the Brazilian tax jurisdiction on a standalone basis.
Previous report
Net cash used by operating activities increased $34.8 million for thesix months ended June 30, 2026, primarily as a result of the impact of change in non-cash activity offset by decreased net losses due to delays in the program development as well as the revision of contractual milestones.
Previous report
Net cash provided by financing activities increased $105.7 million for thesix months ended June 30, 2026, primarily related to increased proceeds from debt of $157.4 million, offset by an increase of repayment of debt of $51.8 million.
Reworded paragraphs (13)
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 “2025 Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and the unaudited condensed consolidated financial statements for thethree and six months ended June 30, 2026 and 2025, 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” below, in Part I, Item 1A. Risk Factors of our 2025 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 “2025 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, 2026 and 2025, 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” below, in Part I, Item 1A. Risk Factors of our 2025 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
Warrant Liability relates 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 the warrant liability increased $11.8 million for thethree months ended June 30, 2026, due to a $0.75 decline in the Public Warrant trading price, compared to the trading price increase of $0.53 for thethree months ended June 30, 2025. The gain from the change in fair value of the warrant liability increased $9.0 million for thesix months ended June 30, 2026, due to a $0.29 decrease in the Public Warrant trading price, compared to the trading price increase of $0.43 for thesix months ended June 30, 2025.
Current wording
Warrant Liability relates to the Private Warrants, which historically were valued using the trading price of the Company’s Public Warrants. The gain from the change in fair value of the warrant liability decreased by $5.4 million for thethree months ended September 30, 2026, due to a $0.10 decline in the Public Warrant trading price during the current year period, compared to a $0.45 decline in the Public Warrant trading price during thethree months ended September 30, 2025.
Previous wording
Financial investment income increased $1.1 million and $2.4 million for the three and six months ended June 30, 2026 primarily due to a higher average balance of financial as compared to the prior periods. The Company invests cash in highly rated, short-term fixed-income instruments, primarily in US Dollars, with reputable financial institutions.
Current wording
Financial investment income increased $0.1 million and $2.5 million for the three and nine months ended September 30, 2026, respectively primarily due to higher average balances of invested funds compared to the corresponding prior-year periods. The Company invests cash in highly rated, short-term fixed-income instruments, primarily in US Dollars, with reputable financial institutions.
Previous wording
Interest expense increased $2.8 million and $5.2 million for the three and six months ended June 30, 2026, respectively, primarily related to the larger outstanding debt balance as compared to the prior periods.
Current wording
Interest expense increased $2.9 million and $8.1 million for the three and nine months ended September 30, 2026, respectively, primarily related to the larger outstanding debt balance as compared to the corresponding prior periods.
Previous wording
Other loss, netdecreased $0.4 million and increased $1.3 million for thethree and six months ended June 30, 2026, respectively. The increase for the six-month period was primarily attributable to higher foreign currency losses of $1.2 million and higher financial expenses of $0.1 million. The decrease for the three-month period was primarily due to higher foreign exchange gains recognized during the quarter. The favorable impact of currency fluctuations reduced net losses compared to the prior-year period.
Current wording
Other loss, netdecreased $1.1 million and increased $0.2 million for thethree and nine months ended September 30, 2026, respectively. The increase for the nine-month period was primarily attributable to higher financial expenses of $0.3 million offset by foreign currency gains of $0.1 million . The decrease for the three-month period was primarily due to higher foreign exchange gains recognized during the quarter. The favorable impact of currency fluctuations reduced net losses compared to the prior-year period.
Previous wording
As of June 30, 2026, the Company has cash, cash equivalents and restricted cash of $60.8 million, financial investments of $342.5 million, available debt to be drawn of $117.7 million and grant funding commitments of $10.2 million from Finep, which totals approximately $531.3 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 September 30, 2026, the Company has cash, cash equivalents and restricted cash of $127.6 million, financial investments of $228.4 million, available debt to be drawn of $104.2 million and grant funding commitments of $10.2 million from Finep, which totals approximately $470.4 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 Investing Activities
Current wording
Net Cash provided (Used) by Investing Activities
Previous wording
Net cash used by investing activities decreased $107.0 million for thesix months ended June 30, 2026, primarily related toincreased purchases of financial investments of $57.0 million anda decrease of redemptions of financial investments of $49.0 million.
Current wording
Net cash provided (used) by investing activities increased $148.3 million for thenine months ended September 30, 2026, primarily related todecreased purchases of financial investments of $83.0 million andan increase of redemptions of financial investments of $63.0 million.
Previous wording
As of June 30, 2026, there was approximately $117.7 million available to be drawn under the Company’s debt arrangements.
Current wording
As of September 30, 2026, there was approximately $104.2 million available to be drawn under the Company’s debt arrangements.
Previous wording
On November 22, 2024, the Company entered into a loan agreement with BNDES for R$200 million (approximately $38.6 million), to support the second phase of the development of the Company’s eVTOL project. As of June 30, 2026, the company had drawn $36.6 million from this line of credit.
Current wording
On November 22, 2024, the Company entered into a loan agreement with BNDES for R$200 million (approximately $38.6 million), to support the second phase of the development of the Company’s eVTOL project. As of September 30, 2026, the line of credit under this loan agreement had been fully drawn.
Previous wording
On November 18, 2025, the Company entered into a loan agreement with BNDES, pursuant to which BNDES has agreed to grant two lines of credit totaling approximately $38.4 million as of December 31, 2025, which are intended to support the electric motor development phase of eVTOLs. Sub-credit A is in the amount of R$160 million (approximately U.S.$30.9 million) and Sub-credit B is in the amount of R$40 million (approximately U.S.$7.3 million). As of June 30, 2026, the Company had drawn $19.0 million from this loan agreement.
Current wording
On November 18, 2025, the Company entered into a loan agreement with BNDES, pursuant to which BNDES has agreed to grant two lines of credit totaling approximately $38.4 million as of December 31, 2025, which are intended to support the electric motor development phase of eVTOLs. Sub-credit A is in the amount of R$160 million (approximately U.S.$ 30.9 million) and Sub-credit B is in the amount of R$40 million (approximately U.S.$7.3 million). As of September 30, 2026, the Company had drawn $28.5 million from this loan agreement.
Previous wording
On December 23, 2025, the Company entered into a loan agreement with Private Export Funding Corporation, ("PEFCO"), and Export-Import Bank of the United States, an agency of the United States of America, ("US EXIM") pursuant to which PEFCO agreed to establish a credit facility in favor of and guaranteed by the Company, in the maximum principal amount of up to U.S. 15,607,279.94, subject to certain conditions set forth in the Credit Agreement, intended to be used to finance (i) the Financed Portion of the relevant Goods (as defined in the Credit Agreement) and (ii) 100% of the Exposure Fee in respect of such Goods and Services (as defined in the Credit Agreement). The Company has borrowed the total amount of US$ 13,574,467 subject to an interest rate of 1.95% per year plus Term Secured Overnight Financing Rate (“SOFR”). As of June 30, 2026, the Company had drawn $13.6 million from this loan agreement.
Current wording
On December 23, 2025, the Company entered into a loan agreement with Private Export Funding Corporation, ("PEFCO"), and Export-Import Bank of the United States, an agency of the United States of America, ("US EXIM") pursuant to which PEFCO agreed to establish a credit facility in favor of and guaranteed by the Company, in the maximum principal amount of up to U.S.$15,607,279.94, subject to certain conditions set forth in the Credit Agreement, intended to be used to finance (i) the Financed Portion of the relevant Goods (as defined in the Credit Agreement) and (ii) 100% of the Exposure Fee in respect of such Goods and Services (as defined in the Credit Agreement). The Company has borrowed the total amount of U.S.$13,574,467 subject to an interest rate of 1.95% per year plus Term Secured Overnight Financing Rate (“SOFR”). As of September 30, 2026, the Company had drawn $13.6 million from this loan agreement.
Previous wording
On August 13, 2025, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors including BNDES Participações S.A. – BNDESPAR (a subsidiary of BNDES and collectively included in the term “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 (the “Common Stock”), at a purchase price of $4.85 per share. The subscription by BNDES included 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, as amended. The Subscription Agreements contain customary representations and warranties and covenants that the parties made to each other in the context of the Registered Direct Offering. The Company received aggregate gross proceeds of $230.0 million in the transaction. Issuance costs of approximately $12.6 million were charged against the gross proceeds as part of the transaction. The proceeds were recorded to the “Additional paid-in capital” line item of the condensed consolidated balance sheets, with exception of the par value of common stock issued as part of the transaction.
Current wording
On August 13, 2025, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors including BNDES Participações S.A. – BNDESPAR (a subsidiary of BNDES and collectively included in the term “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 (the “Common Stock”), at a purchase price of $4.85 per share. The subscription by BNDES included 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, as amended. The Subscription Agreements contain customary representations and warranties and covenants that the parties made to each other in the context of the Registered Direct Offering. The Company received aggregate gross proceeds of $230.0 million in the transaction. Issuance costs of approximately $12.6 million were charged against the gross proceeds as part of the transaction. The proceeds were recorded to the “Additional paid-in capital” line item of the condensed consolidated balance sheets, with exception of the par value of common stock issued as part of the transaction.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The gain from the change in fair value of the warrant liability increased by $3.6 million for thenine months ended September 30, 2026, due to a $0.39 decline in the Public Warrant trading price during the current year period, compared to a $0.02 decline in the Public Warrant trading price during thenine months ended September 30, 2025.