JPMorgan Chase Bank NA - ADR Depositary

10/30/2026 | Press release | Distributed by Public on 10/30/2026 09:20

Registration for Depository Shares (Form F-6)

As filed with the U.S. Securities and Exchange Commission on October 30, 2026.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR

DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

___________________

EMBRAER S.A.

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer's name into English)

The Federative Republic of Brazil

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

270 Park Avenue, Floor 8

New York, New York 10017

Telephone: +1-800- 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

____________________

National Registered Agents, Inc.

875 Avenue of the Americas, Suite 501

New York, New York 10001

Telephone: 1-800-767-1553

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

JPMorgan Chase Bank, N.A.
270 Park Avenue, Floor 8

New York, New York 10017

Telephone: +1-800-990-1135

Scott R. Saks, Esq.

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, New York 10019-6022

Telephone: +1-212-318-3151

It is proposed that this filing become effective under Rule 466

¨ immediately upon filing

¨ on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Securities to be Registered

Amount

to be Registered

Proposed Maximum Aggregate Price Per Unit (1)

Proposed Maximum

Aggregate Offering Price (2)

Amount of

Registration Fee

American Depositary Shares, evidenced by American Depositary Receipts, each American Depositary Share representing one (1) common share, without par value, of Embraer S.A.

500,000,000

American Depositary Shares

$0.05 $25,000,000 $2,175.00
(1) Each unit represents one American Depositary Share.
(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

Pursuant to Rule 429, the Prospectus contained herein also relates to the American Depositary Shares registered under Form F-6 Registration Statement No. 333-133162. This Registration Statement also constitutes Post-Effective Amendment No. 4 to Registration Statement No. 333-133162.

The Registrant hereby amends this Registration Statement on Form F-6 on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement on Form F-6 shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement on Form F-6 shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the form of Amendment No. 1 to the Third Amended and Restated Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement on Form F-6, which is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET


Item Number and Caption

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

1.

Name of the depositary and the address of its principal executive office

Introductory paragraph and bottom of face of American Depositary Receipt

2.

Title of the American Depositary Receipts and identity of the deposited securities

Face of American Depositary Receipt, top center

Terms of Deposit:

(a)

Amount of deposited securities represented by one unit of American Depositary Receipts

Face of American Depositary Receipt, upper right corner

(b)

Procedure for voting the deposited securities

Paragraphs (6), (12) and (13)

(c)

Procedure for collecting and distributing dividends

Paragraphs (4), (5), (7), (10), (11), (12) and (14)

(d)

Procedures for transmitting notices, reports and proxy soliciting material

Paragraphs (3), (8), (12) and (13)

(e)

Sale or exercise of rights

Paragraphs (4), (5), (7), (10) and (11)

(f)

Deposit or sale of securities resulting from dividends, splits or plans of reorganization

Paragraphs (3), (4), (5), (7), (10), (11), (12) and (14)

(g)

Amendment, extension or termination of the deposit arrangements

Paragraphs (16), (17) and (18)

(h)

Rights that holders of American Depositary Receipts have to inspect the books of the depositary and the list of receipt holders

Paragraph (3)

(i)

Restrictions on the right to transfer or withdraw the underlying securities

Paragraphs (1), (2), (4), (5) and (6)

(j)

Limitation on the depositary's liability

Paragraphs (15), (18) and (20)

3.

Fees and charges that a holder of American Depositary Receipts may have to pay, either directly or indirectly

Paragraph (7) and (11)

4.

Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities

Paragraph (7) and (11)

Item 2. AVAILABLE INFORMATION

Paragraph (8)
Embraer S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission's Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)(1) Deposit Agreement. Third Amended and Restated Deposit Agreement, dated as of November 18, 2019 (as from time to time amended, the "Deposit Agreement"), among Embraer S.A. (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders from time to time of American Depositary Receipts ("ADRs") issued thereunder. Filed herewith as Exhibit (a)(1).
(a)(2) Form of Amendment No. 1 to the Deposit Agreement. Form of Amendment No. 1 to the Deposit Agreement, among the Company, the Depositary, and all Holders from time to time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a)(2).
(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Not Applicable.
(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.
(d) Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).
(e) Certification under Rule 466. Not Applicable.
(f) Power of Attorney of certain officers and directors of the Company. Set forth on the signature pages hereto.

Item 4. UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely in its capacity as depositary (the "Depositary") on behalf of the legal entity created by the Third Amended and Restated Deposit Agreement (the "Deposit Agreement") among Embraer S.A., the Depositary and all Holders from time to time of American Depositary Receipts ("ADRs") issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on October 30, 2026.

Legal entity created by the Deposit Agreement for the
issuance of ADRs evidencing American Depositary
Shares
By:

JPMORGAN CHASE BANK, N.A., solely in its

capacity as Depositary

By: /s/ Timothy E. Green
Name:  Timothy E. Green
Title:     Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Embraer S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São José dos Campos, State of São Paulo, Brazil, on October 30, 2026.

EMBRAER S.A.
By: /s/ Francisco Gomes Neto
Name: Francisco Gomes Neto
Title: President and Chief Executive Officer and Director
By: /s/ Felipe Santana Santiago de Lima
Name: Felipe Santana Santiago de Lima
Title: Executive Vice President, Finance and Investor Relations

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Francisco Gomes Neto and Felipe Santana Santiago de Lima, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on October 30, 2026.

SIGNATURES

Signature Title
/s/ Francisco Gomes Neto President and Chief Executive Officer and Director
Francisco Gomes Neto (principal executive officer)
/s/ Felipe Santana Santiago de Lima Executive Vice President, Finance and Investor Relations
Felipe Santana Santiago de Lima (principal financial and accounting officer)
/s/ Raul Calfat Chairman of the Board of Directors
Raul Calfat
/s/ Claudia Sender Ramirez Vice Chairman of the Board of Directors
Claudia Sender Ramirez
/s/ Dan Ioschpe Director
Dan Ioschpe
/s/ Edmilson Saes Director
Edmilson Saes
Director
Kevin Gregory McAllister
/s/ Maria Antonieta Rosina Tedesco de Oliveira Director
Maria Antonieta Rosina Tedesco de Oliveira
Director
Márcio Fernando Elias Rosa
/s/ Mauro Kern Júnior Director
Mauro Kern Júnior
Director
Nelson Pedreiro
Director
Todd Messer Freeman
/s/ Walcyr Josué de Castilho Araújo Director
Walcyr Josué de Castilho Araújo

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Embraer S.A., has signed this Registration Statement on Form F-6 in New York, New York, United States, on October 30, 2026.

Authorized U.S. Representative
By: Embraer Executive Aircraft, Inc.
By: /s/ Gary Kretz / /s/ Michael Klevens
Name: Gary Kretz / Michael Klevens
Title:    CFO / Corporate Secretary

INDEX TO EXHIBITS

Exhibit Number
(a)(1) Third Amended and Restated Deposit Agreement, dated as of November 18, 2019 (as from time to time amended, the "Deposit Agreement"), among Embraer S.A. (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders from time to time of American Depositary Receipts ("ADRs") issued thereunder.
(a)(2) Form of Amendment No. 1 to the Deposit Agreement, among the Company, the Depositary, and all Holders from time to time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto.
(d) Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered.
JPMorgan Chase Bank NA - ADR Depositary published this content on October 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 30, 2026 at 15:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]