Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ 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 12months (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 90days.Yes☒No☐ 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). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filerSmaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ 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 financialreporting 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.☒ 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 thecorrection of an error to previously issued financial statements.☐ 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 theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):Yes☐No☒ The aggregate market value of the registrant’s common stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed asof June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), was approximately $353.2 million. As of March 16, 2026, there were 348,304,584 shares of common stock, par value of $0.001 per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relatingto the annual meeting of stockholders to be held in 2026, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days afterthe end of the fiscal year to which this Report relates. EVE HOLDING, INC.PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4PART I5Item 1.Business5Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments51Item 1C.Cybersecurity52Item 2.Properties53Item 3.Legal Proceedings53Item 4.Mine Safety Disclosures53PART II54Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities54Item 6.[Reserved]54Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations55Item 7A.Quantitative and Qualitative Disclosures About Market Risk63Item 8.Financial Statements and Supplementary Data64Report of Independent Registered Public Accounting Firm(KPMG LLP, Miami, FL, Auditor Firm ID: 185)65Consolidated Balance Sheets67Consolidated Statements of Operations68Consolidated Statements of Comprehensive Loss68Consolidated Statements of Equity69Consolidated Statements of Cash Flows70Notes to Consolidated Financial Statements71Note 1 – Organization and Nature of Business71Note 2 – Significant Accounting Policies71Note 3 – Cash and Cash Equivalents74Note 4 – Financial Investments74Note 5 – Related Party Transactions75Note 6 – Other Balance Sheet Components76Note 7 – Debt77Note 8 – Equity80Note 9 – Common Stock Warrants81Note 10 – Derivative Financial Instruments83Note 11 – Fair Value Measurements83Note 12 – Share-Based Compensation84 Note 13 – Earnings Per Share86Note 14 – Research and Development Expenses87Note 15 – Selling, General and Administrative Expenses87Note 16 – Income Taxes88Note 17 – Leases91Note 18 – Commitments and Contingencies92Note 19 – Segments93Note 20 – Subsequent Events94Item 9.Changes in an