EVEX 10-K & 10-Q changes, risk factors and insider trading

Eve Holding, Inc. (together with its subsidiaries, as applicable, “Eve”, the “Company”, “we”, “us” or “our”), a Delaware corporation, is an aerospace company with operations in Melbourne, Florida and São Paulo, Brazil. The Company is a former blank check company incorporated on November 19, 2020, under the name Zanite Acquisition Corp. (“Zanite”) as a Delaware corporation that was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Fourth Quarter Developments eVTOL AirworthinessFirst Criteria Published by ANAC.Flight. On NovemberDecember 5,19, 2024,2025, the Company announced ANAC had published the final versioncompletion of the airworthinessfirst criteriaflight forof Eve'sits eVTOL,uncrewed representingfull-scale aneVTOL importantaircraft milestoneprototype at Embraer S.A.’s test facility in theGavião certificationPeixoto, process.state of São Paulo, Brazil.

BNDES Financing Agreement. On OctoberNovember 10,18, 2024,2025, Eve Brazil and ERJ entered into a financing agreement, dated as of OctoberNovember 7,14, 20242025 (the “Financing Agreement”), with BNDES, pursuant to which BNDES has agreed to grant fourtwo lines of credit to Eve Brazil. The credit is intended forto support the deploymentelectric motor development phase of aelectric manufacturingvertical unittakeoff forand thelanding production of eVTOLs, in Taubaté, State of São Paulo.aircrafts. The Financing Agreement provides that the availability of such lines of credit is subject to BNDES’s rules and regulations.regulations Asincluding the delivery by Eve Brazil of Decemberguarantee 31,letters 2024,issued theby fourfinancial linesinstitutions approved by BNDES. The first line of credit total(“Sub-credit A”), in the amount of R$160 million (approximately U.S.$30.3 million) is to be provided from the resources of the National Fund on Climate Change, within the scope of the Climate Fund Program. The second line of credit (“Sub-credit B”), in the amount of R$40 million (approximately $83.4U.S.$7.6 million.million), is to be provided with funds raised by the BNDES System in foreign currency.

Research and development expenses increased $24.3$64.9 million for the year ended December 31, 2024.2025. The increase was primarily driven by the activities contemplated in the MSA agreements with Embraer, who perform several development activities for the Company. These efforts continue to intensify with the continuation of the eVTOL development, including increased engagement of the engineering team who, following the roll-out of a prototype in July 2024, is in the process of performingperformed a series of system and integration ground tests on the aircraft that must be conducted before its debut flight.flight on December 19, 2025.

Selling, general and administrative expenses increased $3.4$4.2 million for the year ended December 31, 2024,2025, primarily related to an increase in Eve’s direct workforce, as well as increased spend on outsourced legal and consulting services.services, related to corporate functions, including the Equity Offer executed in August 2025. Lastly, Eve started to incur warehouse-related costs in 2024,2025, related to our eVTOL production site in Taubaté, Brazil.

Derivative liabilities relate to the Private Warrants which are valued using the trading price of the Company's Public Warrants. The $17.4$7.1 million favorableunfavorable change due to the fair value adjustment of derivative liabilities for the year ended December 31, 20242025 was due to a $0.48$0.01 decrease in the Public Warrant trading price, whereas the trading price increased $0.73 for the year ended December 31, 2023.price.

Related party loan interest income decreased $1.5$2.9 million in the year ended December 31, 2024, primarily2025, due to seventhe monthsloan oftermination, interestwhich resulted in no income inearned 2024during compared to 12 months in 2023.2025.

Other gain, net increaseddecreased $1.2$4.2 million in the year ended December 31, 2024,2025, primarily related to higher losses foreign exchangecurrency rate gainslosses of $2.7$4.6 millionmillion, due to a net decrease in the BRL to USD exchange rate during the year ended December 31, 2024 as compared to a net increase for the year ended December 31, 2023,partially offset by anlower increasefinancial in fees and taxes associated with the debt issuancesexpenses of $1.5$0.4 million.

Income tax expense decreasedincreased $1.1$0.5 million in the year ended December 31, 2024,2025, primarily due to lowerhigher net income at Eve Brazil on a standalone basis. Intercompany transactions with Eve Brazil are eliminated upon consolidation.

As of December 31, 2024,2025, the Company has cash and cash equivalents of $56.4$103.2 million, financial investments of $247.0$280.8 million and available debt and grant to be drawn of $125.2$149.0 million, which totals to approximately $428.6$533 million of liquidity. Total liquidity is expected to be sufficient to fund our operating plan for at least the next twelve months.

Net cash used by operating activities increased $41.5$24.5 million for the year ended December 31, 2024,2025, primarily as a result of increased net losses due to advancement of the R&D programs and increased headcount, adjustedoffset forby the impact of change in non-cash activity related to fair value of derivative instruments of $17.4 million and $10.0 million change in operating assets and liabilities..activity.

Net cash related to investing activities decreased $123.0$9.5 million for the year ended December 31, 2024,2025, primarily related to higher financial investment purchases of $116.5$60.0 million, lower financial investment redemptions of $82.5 million and higher capital expenditures of $5.0$7.3 million, partially offset by thehigher collectionfinancial investment redemptions of the$160.0 million Additionally, investing cash flows in 2024 benefited from a related ‑party loan principalrepayment ofthat $81.0did million.not recur in 2025, further contributing to the overall decrease in net cash provided by investing activities.

Net cash provided by financing activities increased $178.1$60.1 million for the year ended December 31, 2024,2025, The increase was primarily relateddriven toby financingcapital‑raising transactions completed during the year, including $132.0 million incremental proceeds from the 2024 Private Placement equity raiseissuance of $93.3common million,stock anand increase$64.0 inmillion net debtlower proceeds offrom $84.5the million, and other activityissuance of $0.3 million.debt

As of December 31, 2024,2025, there is approximately $125.2$149.0 million available to be drawn under the Company’s debt arrangements.arrangements and grants.

On October 10, 2024, the Company entered into a financing agreement, dated as of October 7, 2024, with BNDES, pursuant to which BNDES agreed to grant four lines of credit totaling approximately $83.4$90.5 million as of December 31, 2024.2025. As of December 31, 2025, the Company had not drawn from these lines of credit.

On November 22, 2024, the Company entered into a loan agreement with BNDES for R$200 million (approximately $32.3$36 million), to support the second phase of the development of the Company’s eVTOL project. As of December 31, 2025, the Company has drawn US$ 24.2 million from this credit line.

The following discussion and analysis provides information we believe is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The following discussion should be read in conjunction with the Company’s most recent Annual Report on Form 10-K (the “2025 Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and the unaudited condensed consolidated financial statements for the three and six months ended MarchJune 31,30, 2026 and 2025, and the related notes that are included in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those factors set forth under “Cautionary Note Regarding Forward-Looking Statements” below, in Part I, Item 1A. Risk Factors of our 2025 Form 10-K and in our other filings with the SEC. Capitalized terms not defined have the same meaning as in the notes to the unaudited condensed consolidated financial statements.

Eve has entered into Master Services Agreements with each of ERJ and Atech (collectively, the “MSAs”). Eve has also entered into a Shared Services Agreement (“SSA”) with ERJ and EAH. Pursuant to the MSAs, ERJ and Atech, either directly or through their respective affiliates, will provide certain services and products to Eve and its subsidiaries, including, among others, product development of eVTOL, services development, parts planning, technical support, AOG (Aircraft on Ground) support, MRO (Maintenance, Repair and Overhaul) planning, training, special programs, technical publications development, technical publications management and distribution, operation, engineering, designing and administrative services and, at Eve’s option, future eVTOL manufacturing services. Eve expects to collaborate with ERJ and leverage their expertise as an aircraft producer, which will help it design and manufacture eVTOLs with low maintenance and operational costs and design systems and processes for maintenance, develop pilot training programs, and establish operations. The services provided under the SSA include, among others, corporate and administrative services to Eve. In addition, Eve has entered into the Data Access Agreement with ERJ, pursuant to which, among other things, ERJ has agreed to provide Eve with access to certain of its intellectual property and proprietary information in order to facilitate the execution of the specific activities that are set out in certain of the statements of work entered into pursuant to these Services Agreements.

On September 23, 2025, the Company entered into a new Master Services Agreement (the “MSA#2MSA2”) with Embraer for the provision of support services to develop an industrialization project, including processes and procedures for the production of eVTOLs and plant operation of the Company’s facility in the city of Taubaté, State of São Paulo, Brazil (the “ETT Manufacturing Site”).

The aforementioned Services Agreements continue to be in full force and effect. Further information about such agreements is set forth in ourNote prospectus,4 dated January 18, 2023, filed withof the SECunaudited oncondensed Januaryconsolidated 20,financial 2023, pursuant to Rule 424(b) under the Securities Act.statements.

In April 2026, we announced the completion of the 50th test flight of our uncrewed full-scale eVTOL aircraft prototype. Based on the current expected timeline for obtaining certain authorizations and certifications related to the production of our eVTOL and the deployment of our related services, we currently anticipate commercialization of our eVTOL and our eVTOL services-and-support business beginning in 2028.Our2028. Our business will require significant investment leading up to launching passenger services including, but not limited to, final engineering designs, prototyping and testing, manufacturing, software development, certification, pilot training and commercialization.

We believe one of the primary drivers for adoption of our UAM services is the value proposition and time savings offered by aerial mobility relative to traditional ground-based transportation. Additional factors impacting the pace of adoption of our UAM services include but are not limited to: perceptions about eVTOL quality, safety, performance and cost; perceptions about the limited range over which eVTOL may be flown on a single battery charge, volatility in the cost of oil and gasoline, availability of competing forms of transportation, such as ground or air taxi or ride-hailing services, the development of adequate infrastructure, consumers’ perception about the convenience and cost of transportation using eVTOL relative to ground-based alternatives, and increases in fuel efficiency, autonomy, or electrification of cars. In addition, macroeconomic factors could impact demand for UAM services, particularly if end-user pricing is at a premium to ground-based transportation alternatives. We anticipate initial operations in selected high-density metropolitan areas where traffic congestion is particularly acute and operating conditions are suitable for early eVTOL operations. If the market for UAM does not develop as expected, this mightcould impact our ability to generate revenue or grow our business.

We plan to obtain authorizations and certifications for our eVTOL with Brazil’s Agência Nacional de Aviação Civil (“ANAC”), the U.S. Federal Aviation Administration (“FAA”), and the European Union Aviation Safety Agency (“EASA”) initially and will seek certifications from other aviation authorities as necessary. We will also need to obtain authorizations and certifications related to the production of our aircraft and the deployment of our related services. While we anticipate being able to meet the requirements of such authorizations and certifications, we may be unable to obtain such authorizations and certifications, or to do so on the timeline we project. Should we fail to obtain any of the required authorizations or certifications, or do so in a timely manner, or any of these authorizations or certifications are modified, suspended or revoked after we obtain them, we may be unable to launch our commercial service or do so on the timelines we project, which would have adverse effects on our business, prospects, financial condition and/or results of operations.

Warrant Liability relaterelates to the Private Warrants, which are valued using the trading price of the Company’s Public Warrants. The gain from the change in fair value of the warrant liability decreasedincreased $2.7$11.8 million for the three months ended MarchJune 31,30, 2026, due to a $0.10$0.75 decline in the Public Warrant trading price, compared to the trading price increase of $0.53 for the three months ended June 30, 2025. The gain from the change in fair value of the warrant liability increased $9.0 million for the six months ended June 30, 2026, due to a $0.29 decrease in the Public Warrant trading price, compared to the trading price decreaseincrease of $0.23$0.43 for the threesix months ended MarchJune 31,30, 2025.

InterestFinancial expenseinvestment income increased $1.1 million and $2.4 million for the three and six months ended MarchJune 31,30, 2026,2026 primarily relateddue to thea largerhigher outstanding debtaverage balance of financial as compared to the prior periods. The Company invests cash in highly rated, short-term fixed-income instruments, primarily in US Dollars, with reputable financial institutions.

OtherInterest loss, netexpense increased $1.8$2.8 million and $5.2 million for the three and six months ended MarchJune 31,30, 2026, respectively, primarily related higherto financialthe expenseslarger ofoutstanding $1.4debt million,balance andas highercompared foreignto currencythe lossesprior of $0.3 million.periods.

Income tax expense decreased $0.7$3.3 million and $2.7 million for the three and six months ended MarchJune 31,30, 2026, respectively, primarily due to operationsdeferred income tax from future transactions that will generate tax benefits of Eve BrazilBrazil, in the Brazilian tax jurisdiction on a standalone basis. Intercompany transactions with Eve Brazil are eliminated upon consolidation.

As of MarchJune 31,30, 2026, the Company has cash, cash equivalents and restricted cash of $129.4$60.8 million, financial investments of $311.6$342.5 million, available debt to be drawn of $127$117.7 million and grant funding commitments of $10$10.2 million from Finep, which totals approximately $578$531.3 million of liquidity. Total liquidity is expected to be sufficient to fund our operating plan for at least the next twelve months.

Net cash used by operating activities increased $43.2$34.8 million for the threesix months ended MarchJune 31,30, 2026, primarily as a result of increased net losses due to advancement of the R&D programs and increased headcount, offset by the impact of change in non-cash activity.activity offset by decreased net losses due to delays in the program development as well as the revision of contractual milestones.

Net cash used by investing activities increaseddecreased $50.1$107.0 million for the threesix months ended MarchJune 31,30, 2026, primarily related to increased purchases of financial investments of $12.0$57.0 million and a decrease of redemptions of financial investments of $38.0$49.0 million.

Net cash provided by financing activities increased $107.8$105.7 million for the threesix months ended MarchJune 31,30, 2026, primarily related to increased proceeds from debt of $158.4$157.4 million, offset by an increase of repayment of debt of $50.7$51.8 million.

As of MarchJune 31,30, 2026, there iswas approximately $127.0$117.7 million available to be drawn under the Company’s debt arrangements.

On January 23, 2023, the Company entered into a loan agreement with BNDES, pursuant to which BNDES granted two lines of credit to the Company, with an aggregate amount of R$490.0 million (approximately $95.5$95.6 million, using the exchange rate on MarchJune 31,30, 2026), to support the development of the eVTOL. For additional information about the Loan Agreement, see the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2023. On December 21, 2023, the Company announced that Bradesco Bank had concluded that these lines of credit under the loan agreement aligned with the 2023 Green Loans Principles, which is a set of guidelines issued for structuring loan operations for sustainable purposes. As of MarchJune 31,30, 2026, these lines of credit have been fully drawn at a weighted-average interest rate of 5.5%.

On October 10, 2024, the Company entered into a financing agreement, dated as of October 7, 2024, with BNDES, pursuant to which BNDES agreed to grant four lines of credit totaling R$500.0 million (approximately $94.0$94.5 million) as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, the companyCompany has not drawn from these lines of credit.

The early repayment was made in connection with, and as a required condition to the Company’s entry into a new syndicated Credit Agreement On November 22, 2024, the Company entered into a loan agreement with BNDES for R$200 million (approximately $38.3$38.6 million), to support the second phase of the development of the Company’s eVTOL project. As of MarchJune 31,30, 2026, the company hashad drawn $35.7$36.6 million from this line of credit.

On June 3, 2025, the Company announced that it had been selected by Finep – Brazil’s Funding Authority for Studies and Projects, to receive a nonrepayable grant of up to $16.9$17.4 million. The total project investment amount is up to $35.0 million, combining the Finep grant with Eve’s required company contribution of $18.9$19.5 million. This iswas the first grant awarded to the Company, which we believe reinforces our leadership in developing innovative solutions for sustainable urban air mobility. As of MarchJune 31,30, 2026, approximately $7$7.1 million has been received under the Grant Agreement. The Company has incurred eligible costs of $7.2$7.3 million and made a deposit of $1.6 million into a specific bank account for funding of the Finep grant, in order to receive the first installment from Finep.

On November 18, 2025, the Company entered into a loan agreement with BNDES, pursuant to which BNDES has agreed to grant two lines of credit totaling approximately $38.4 million as of December 31, 2025, which are intended to support the electric motor development phase of eVTOLs. Sub-credit A is in the amount of R$160 million (approximately U.S.$30.7U.S.$30.9 million) and Sub-credit B is in the amount of R$40 million (approximately U.S.$7.3 million). As of DecemberJune 31, 2025, the Company has not drawn from either line of credit. As of March 31,30, 2026, the Company hashad drawn $9.6$19.0 million from this loan agreement.

On December 23, 2025, the Company entered into a loan agreement with Private Export Funding Corporation, ("PEFCO"), and Export-Import Bank of the United States, an agency of the United States of America, ("US EXIM") pursuant to which PEFCO agreed to establish a credit facility in favor of and guaranteed by the Company, in the maximum principal amount of up to U.S. 15,607,279.94, subject to certain conditions set forth in the Credit Agreement, intended to be used to finance (i) the Financed Portion of the relevant Goods (as defined in the Credit Agreement) and (ii) 100% of the Exposure Fee in respect of such Goods and Services (as defined in the Credit Agreement). The Company has borrowed the total amount of US$ 13,574,467 subject to an interest rate of 1.95% per year plus Term Secured Overnight Financing Rate (“SOFR”). As of MarchJune 31,30, 2026, the companyCompany hashad drawn $13.6 million from this loan agreement.

On January 13, 2026, the Company entered into a syndicated credit agreement with Banco do Brasil S.A. New York Branch (“BB”), Citibank, N.A. (“Citibank”), Itaú Unibanco S.A. Miami Branch (“Itaú”), MUFG Bank, Ltd. (“MUFG”, and, together with BB, Citibank and Itaú, the “Lenders” and each a “Lender”), and Banco Itaú Chile as administrative agent (in such capacity the “Administrative Agent”), dated as of January 13, 2026, pursuant to which the Lenders agreed, subject to certain conditions set forth in the Credit Agreement, to provide an advance to EVE UAM of an aggregate amount of U.S.$150 million. As of MarchJune 31,30, 2026, the companyCompany hashad drawn $150.0 million from this credit agreement.

On August 13, 2025, Eve Holding, Inc. (the “Company”) entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “Subscribers”), including BNDES Participações S.A. – BNDESPAR (a subsidiary of BNDES and collectively included in the term “BNDESPARBNDES”), Embraer Aircraft Holding, Inc. (“EAH”) and other institutional investors, for the issuance and sale of an aggregate of 47,422,680approximately 47.4 million newly issued shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), at a purchase price of $4.85 per share,share. including theThe subscription by BNDESPARBNDES ofincluded Brazilian Depositary Receipts (the “BDRs”), each of which represents one share of Common Stock, at a purchase price of R$26.21 per BDRBDR, (which reflects an equivalent value of the price per share based on the PTAX rate on August 12, 2025),2025, in a registered direct offering effected pursuant to the Company’s registration statement on Form S-3 (File No. 333-287863) filed under the Securities Act of 1933, as amended (the “Registered Direct Offering”). Closing is expected to occur on August 15, 2025 (the “Closing”), subject to the satisfaction or waiver of the conditions set forth in the Subscription Agreements, except for the issuance of Common Stock to EAH which will take place at least 20 business days following the delivery to Company’s stockholders of an information statement complying with Regulation 14C under the Securities Exchange Act of 1934, as amended. The Subscription Agreements contain customary representations and warranties and covenants that the parties made to each other in the context of the Registered Direct Offering. The Company received aggregate gross proceeds of $230.0 million in the transaction. Issuance costs of approximately $12.6 million were charged against the gross proceeds as part of the transaction. The proceeds were recorded to the “Additional paid-in capital” line item of the condensed consolidated balance sheets, with exception of the par value of common stock issued as part of the transaction.