Announcement of Embraer Netherlands Finance B.V.'s Pricing of US$650,000,000 of 5.980% Notes Due 2035

SÃO PAULO, Feb. 7, 2025 /PRNewswire/ -- Embraer S.A. ("Embraer") (NYSE: ERJ/B3: EMBR3) announced today that its indirect subsidiary, Embraer Netherlands Finance B.V. ("Embraer Finance"), has priced an offering of US$650,000,000 in aggregate principal amount of 5.980% notes due 2035 (the "Notes"), at an issue price of 99.688% of principal amount, guaranteed by Embraer. The Notes have been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and are expected to be listed on the New York Stock Exchange. Closing is expected to occur on February 11, 2025.

Embraer expects to use the net proceeds from the offering to purchase notes that are tendered in connection with concurrent tender offers announced on February 5, 2025, to purchase for cash any and all outstanding 5.400% senior unsecured guaranteed notes due 2027 and up to US$150,000,000 in aggregate principal amount of outstanding 6.950% senior unsecured guaranteed notes due 2028, issued by Embraer Finance, and guaranteed by Embraer, subject to the terms and conditions of the concurrent tender offers, and the remainder of the net proceeds, if any, for general corporate purposes.

Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and PNC Capital Markets LLC are acting as global coordinators and joint bookrunners for the Notes, and BofA Securities, Inc., Banco Bradesco BBI S.A., Credit Agricole Securities (USA) Inc. and Santander US Capital Markets LLC are acting as joint bookrunners for the Notes.

Embraer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the "SEC") for the offering of the notes. Before you invest, you should read the prospectus and related prospectus supplement and other documents that Embraer has filed with the SEC for more complete information about Embraer and the offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Copies of the prospectus and related prospectus supplement relating to the offering may also be obtained by calling Citigroup Global Markets Inc. at +1 (800) 831-9146 (US toll free), Goldman Sachs & Co. LLC at +1 (866) 471-2526 (US toll free), J.P. Morgan Securities LLC at +1 (866) 834-4666 (US toll free), Morgan Stanley & Co. LLC at +1 (866) 718-1649 (US toll free), PNC Capital Markets LLC at +1 (855) 881-0697 (US toll free), BofA Securities, Inc. at +1 (800) 294-1322 (US toll free), Banco Bradesco BBI S.A. at +1 (646) 432-6642 (US toll free), Credit Agricole Securities (USA) Inc. at +1 (866) 807-6030 (US toll free) and Santander US Capital Markets LLC at +1 (855) 403-3636 (US toll free).

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 6, 2025

SOURCE Embraer S.A.