巴西航空工业美股招股说明书(2025-09-23版)

EMBRAER NETHERLANDS FINANCE B.V.(a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands) US$1,000,000,000 5.400% Notes due 2038 Fully, unconditionally and irrevocably guaranteed by EMBRAER S.A.(incorporated in the Federative Republic of Brazil) Embraer Netherlands Finance B.V., or the issuer, is offering US$1,000,000,000 in aggregate principal amount of its 5.400% notes due 2038, or the notes. The issuer is a privatecompany with limited liability incorporated under the laws of the Netherlands. The notes will be fully, unconditionally and irrevocably guaranteed by Embraer S.A., or Embraer, a corporation(sociedade anônima) incorporated under the laws of the Federative Republic of Brazil. Interest on the notes will be payable semi-annually on January 9 and July 9 of each year, commencing on January 9, 2026 (short first coupon). Prior to October 9, 2037 (which is the date that is three months prior to the maturity of the notes, or the Par Call Date, the notes will be redeemable, at the option of Embraer Financeor Embraer, in whole or in part, at any time, at a redemption price equal to the greater of: (i)100% of the principal amount of the notes to be redeemed; and (ii)the applicable “make-whole”amount, plus, in each case, accrued and unpaid interest. At any time on or after the Par Call Date, Embraer Finance or Embraer have the right to redeem the notes, in whole or in part and fromtime to time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. The notes may also be redeemed by either the issueror Embraer (as the case may be), in whole but not in part, at 100% of their principal amount plus accrued and unpaid interest and additional amounts, if any, at any time upon the occurrenceof specified events relating to Brazilian or Dutch tax law, as set forth in this prospectus supplement. See “Description of the Notes—Redemption and Repurchase.” The notes will be senior unsecured obligations of the issuer, ranking equal in right of payment with all of its other existing and future senior unsecured debt. The guarantee will besenior unsecured obligations of Embraer, ranking equal in right of payment with all of its other existing and future senior unsecured debt. We will apply to list the notes on the New York Stock Exchange, or NYSE. We cannot assure you that our listing application with the NYSE will be approved. Investing in the notes involves risks. See “Item 3. Key Information—D. Risk Factors” on page 4 of our annual report on Form20-Ffor the year endedDecember31, 2024, which is incorporated by reference in this prospectus supplement, and “Risk Factors” beginning on pageS-11of this prospectussupplement to read the discussion of material risks you should consider before investing in the notes. PerNoteTotalPublic Offering Price(1)99.672%US$996,720,000Underwriting Discount0.750%US$7,500,000Proceeds before expenses to us98.922%US$989,220,000 (1)Plus accrued interest, if any, from October 9, 2025, if settlement occurs after that date. Neither the U.S.Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense. We expect the notes to be delivered to purchasers on or about October 9, 2025 in book-entry form only through the facilities of The Depository Trust Company, or DTC, for theaccounts of its direct and indirect participants, including Euroclear Bank S.A./N.V., or Euroclear and Clearstream Banking,société anonyme, or Clearstream. SMBC Nikko COMMERZBANK Table of Contents TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementWhere You Can Find More InformationInformation Incorporated by ReferenceForward-Looking StatementsEnforcement of Civil LiabilitiesPresentation of Financial and Other DataSummaryThe OfferingSummary Financial and Other InformationRisk FactorsUse of ProceedsCapitalizationDescription of the NotesCertain Material Tax ConsiderationsUnderwritingLegal MattersExperts Prospectus About This ProspectusForward-Looking StatementsEmbraerEmbraer FinanceOffer Statistics and Expected TimetableCapitalization and IndebtednessUse of ProceedsEnforcement of Civil Liabilities Description of Debt SecuritiesDescription of the GuaranteesLegal Ownership of Debt SecuritiesExpertsLegal MattersWhere You Can Find More InformationIncorporation of Certain Documents by Reference Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is divided in two parts. The first is this prospectus supplement, which describes the specific terms of this offering. The second part,the accompanying prospectus, gives more general information, some of which may not apply to this offering. This prospectus supplement also adds to,updates and change