EMBRAER S.A.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

OR

For the fiscal year ended December 31, 2025

OR

OR

Commission file number 001-15102

EMBRAER S.A.

(Exact name of Registrant as specified in its charter)

EMBRAER Inc.

(Translation of Registrant’s name into English)

Federative Republic of Brazil

(Jurisdiction of incorporation)

Avenida Dra. Ruth Cardoso, 8,501, 30th floor (part),

Eldorado Business Tower

Pinheiros, São Paulo, SP, 05425-070, Brazil

(Address of principal executive offices)

Antonio Carlos Garcia

Head of Investor Relations

Avenida Dra. Ruth Cardoso, 8,501, 30th floor (part),

Eldorado Business Tower

Pinheiros, São Paulo, SP, 05425-070, Brazil

Tel.:(55) 11 3040 6874, E-mail: investor.relations@embraer.com.br

(Name, Telephone, E-mail and/or facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act

Securities registered or to be registered pursuant to Section 12(g) of the Act

None.

(Title of each class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act

None.

(Title of each class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

722,766,139 common shares, without par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yeso No x

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yeso Nox

TABLE OF CONTENTS

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INTRODUCTION

In this annual report, “Embraer,” “we,” “us,” “our” or the “Company” refer to Embraer S.A. and its consolidated subsidiaries. All references herein to the “real,” “reais” or “R$” are to the Brazilian real, the official currency of Brazil. All references to “US$,” “dollars” or “U.S. dollars” are to dollars of the United States of America. All references to the “Brazilian government” are to the Federal Government of Brazil.

Presentation of Financial and Other Data

Financial Data

Our audited consolidated financial statements as of December 31, 2025 and 2024 and for the three years ended December 31, 2025, or our 2025 audited consolidated financial statements, are included in this annual report.

Our consolidated financial statements have been prepared in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).

After analyzing the operations and businesses of Embraer S.A. and most of its significant subsidiaries with regard to the applicability of International Accounting Standards, or IAS 21 – The Effects of Changes in Foreign Exchange Rates, particularly in relation to the factors involved in determining their functional currency, management concluded that their functional currency is the U.S. dollar. This conclusion was based on an analysis of the following factors: (i) the currency that most influences sale prices of goods and services; (ii) the currency of the country whose competitive forces and regulations most determine the sale prices of our goods and services; (iii) the currency that most influences the costs of providing goods and services; and (iv) the currency in which the funds for financial operations are largely obtained. Our audited consolidated financial statements included elsewhere in this annual report are presented in U.S. dollars, which is our presentation currency.

For certain purposes, including providing reports to our Brazilian shareholders, filing financial statements with the Brazilian Securities Commission (Comissão de Valores Mobiliários, or CVM), and determining dividend payments and other distributions in Brazil, we have prepared, and will continue to be required to prepare, parent company and consolidated financial statements in accordance IFRS Accounting Standards and with the accounting practices adopted in Brazil, as issued by the Accounting Pronouncement Committee and approved by CVM.

Other Data and Backlog

In this annual report:

✈some of the financial data reflects the effect of rounding;

✈aircraft ranges are indicated in nautical miles;

✈one nautical mile is equal to approximately 1.15 ordinary or “statute” miles, or approximately 1.85 kilometers;

✈aircraft speeds are indicated in nautical miles per hour, or knots, or in Mach, which is a measure of the speed of sound;

✈“ANAC” means the Brazilian aviation regulatory authority (Agência Nacional de Aviação Civil);

✈“Brazilian Central Bank” means the central bank of Brazil (Banco Central do Brasil);

✈“B3” means B3 S.A. – Brasil, Bolsa, Balcão;

✈“EASA” means the European Union Aviation Safety Agency;

✈“FAA” means the Federal Aviation Administration;

✈the term “eVTOL” means electric vertical takeoff and landing aircraft;

✈the term “regional jet” refers to commercial jet aircraft in the 35-100 seat-segment;

✈the term “commercial aircraft” as it applies to Embraer, refers to our aircraft in the up to 150 seat-segment, which includes our regional jets;

✈the term “EMBRAER 170/190 jet family” refers to aircraft models EMBRAER 170 (E170), EMBRAER 175 (E175), EMBRAER 190 (E190) and EMBRAER 195 (E195);

✈the term “E-Jets E2 family of jets” refers to aircraft models E175-E2, E190-E2 and E195-E2;

✈the terms “entry-level jet” and “light jet” refer to executive jets that usually carry from four to seven passengers and up to ten passengers, respectively, and ranges between 1,100 and 2,100 nautical miles. These jets are designed for short take-off distances and may be operated by a single-pilot;

✈the term “medium cabin jet” refers to executive jets that usually carry from nine and up to twelve passengers and can cover distances ranging from 2,000 to 4,000 nautical miles;

✈the term “large jet” refers to executive jets that usually carry up to 19 passengers and can cover distances greater than 4,000 nautical miles;

✈the term “ultra-large jet” refers to executive single aisle airline jets that usually have longer ranges and over-sized cabin spaces and can carry up to 19 passengers;

✈the term “executive jets,” as it applies to us, refers to our aircraft sold to companies, including fractional ownership companies, corporate flight departments, charter companies and air-taxi companies and high-net-worth individuals; and

✈the term “tactical transport aircraft” refers to military aircraft for personnel, troops and cargo transport and humanitarian aid support aircraft in the 15-30-ton payload range;

✈the term “advanced training” refers to programs designed for pilots with specialized skills to learn the best techniques to handle complex missions, operate advanced systems and prepare them to move to front-line combat aircraft;

✈the term “multi-mission” refers to the capability of performing a range of different roles using the same platform;

✈the term “frigates” refers to medium-size warships, typically ranging between 100 to 150 meters, with displacement between 2000 and 7000 tons;

✈the term “urban air traffic management” or UATM refers to systems and processes designed to regulate air traffic for urban air mobility, which includes vehicles such as eVTOLs, helicopters and drones; and

✈the term “KC-390” refers to the C-390 version that has aerial refueling capabilities.

We calculate our backlog as the sum of the contract values of all firm orders (i) for any aircraft that have not yet been delivered, (ii) for services and support contracts for all business segments, including repair services and spare parts contracts for a period of more than one year, and (iii) for services and technologies contracted and not yet performed in our Defense & Security segment. A firm order is a firm commitment from a customer, represented by a signed contract and the non-refundable advance payment received by us. Options to acquire aircraft are not considered as part of our backlog.

Special Note Regarding Forward-Looking Statements

This annual report includes forward-looking statements, within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, principally in Items 3 through 5 and Item 11 of this annual report. We have based these forward-looking statements largely on our current expectations and projections about future events and industry and financial trends affecting our business. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things:

✈general economic, political and business conditions in Brazil and in our other markets, including the impact of the Brazilian presidential elections to be held in October 2026;

✈political, economic or financial instability, as well as geopolitical instability abroad, including armed conflicts, regional tensions, sanctions, export controls and trade restrictions affecting markets in which we operate or from which we source materials, components or services, such as Russia, Belarus, Ukraine, the Middle East, Iran and Venezuela;

✈risks related to accidents involving our aircraft and the potential impact on reputation, sales and liabilities;

✈disruptions in the supply chain, including reliance on key suppliers and raw material availability;

✈changes in competitive conditions and in the general level of demand for our products;

✈management’s expectations and estimates concerning our future financial performance, financing plans and programs, and the effects of competition;

✈risks related to environmental regulations, climate change impacts, and achieving carbon emissions targets;

✈concentration of orders among a limited number of key customers and the financial condition of those customers; however, 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;

✈the effects of customers canceling, modifying or rescheduling orders;

✈the effect on our revenues of changing priorities or reductions in the Brazilian government or international government defense budgets;

✈our ability to obtain and maintain required certifications and regulatory approvals and comply with export controls, sanctions and other trade restrictions;

✈reliance on a limited number of key suppliers (including risk-sharing partners) and their ability to meet production schedules and quality requirements;

✈cybersecurity threats and compliance with data privacy regulations in various jurisdictions;

✈our level of indebtedness;

✈our capital expenditure plans;

✈inflation and fluctuations in exchange rates;

✈the impact of volatile fuel prices and the airline industry’s response;

✈our ability to develop and deliver our products on a timely basis;

✈availability of sales financing for our existing and potential customers;

✈existing and future governmental regulations, including economic policies of the Brazilian government;

✈our relationship with our workforce;

✈the outbreak of communicable diseases in Brazil and other countries; and

✈other risk factors, including those set forth under “Item 3. Key Information—D. Risk Factors."

The words “believe,” “may,” “will,” “forecast,” “estimate,” “plan,” “continue,” “anticipate,” “intend,” “expect” and similar words herein are intended to identify forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or other factors. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this annual report might not occur. Our actual results and performance could differ substantially from those anticipated in our forward-looking statements. As a result of various factors, including those risks described in “Item 3. Key Information—D.Risk Factors,” undue reliance should not be placed on these forward-looking statements.