Note 15 – Commitments ​and Contingencies

As of June 30, 2026 and December 31, 2025, the Company did not have any accruals for loss contingencies associated with litigation.

The Company will make accruals related to loss contingencies in instances where it is probable that a loss has been incurred and the amount can be reasonably estimated. Loss contingencies that are either reasonably possible but not probable or probable but not reasonably estimable, are disclosed in the notes to these condensed consolidated financial statements. 

On March 3, 2025, a putative shareholder derivative action, captioned Taylor v. Embraer Aircraft Holding, Inc., et al., C.A. No. 2025-0233-NAC, was filed in the Delaware Court of Chancery against EAH, our directors and certain of our officers, asserting breach of fiduciary duty claims related to the 2024 Private Placement of common stock and warrants that were issued to EAH in September 2024. Eve Holding was also named as a nominal defendant in the case.  The complaint sought, among other things, declaratory relief, damages, costs and attorneys’ fees and expenses.  Pursuant to the operative scheduling order, the defendants moved to dismiss the complaint on April 30, 2025.

On May 28, 2025, the plaintiff filed a motion to certify questions regarding the constitutionality of recent amendments to 8 Del. C. § 144, which related to certain arguments raised in the defendants’ respective motions to dismiss, to the Delaware Supreme Court. On June 20, 2025, the Court entered a joint stipulated order staying all proceedings pending the Delaware Supreme Court’s resolution of overlapping constitutional questions regarding the recent amendments to 8 Del. C. § 144 raised in another unrelated action, Rutledge v. Clearway Energy Group LLC, et al., C.A. No. 2025-0499-LWW.On February 27, 2026, the Delaware Supreme Court issued an opinion upholding the constitutionality of the recent amendments to 8 Del. C. § 144.  

Per the stipulated scheduling order, the plaintiff filed an amended complaint on April 28, 2026, and the defendants moved to dismiss the amended complaint on June 29, 2026.  On July 14, 2026, the plaintiff filed a notice and proposed order voluntarily dismissing all claims with prejudice as to himself only, and without prejudice as to any actual or potential derivative claims on behalf of the Company.  The notice further provided that no compensation had passed from any defendant to plaintiff or his counsel, and no promise to give any such compensation had been made. The Court entered the dismissal order on July 16, 2026.

Due to the nature of our business, from time to time, we are or may be subject to disputes or claims related to our business activities, including, among other things, performance matters under our supplier contracts and other business arrangements, workers’ compensation, premises liability and other claims. We do not expect that any of these disputes and claims will have a material adverse effect on our condensed consolidated balance sheets, statements of operations or cash flows.

BNDES Subscription Agreement

In connection with the subscription agreement entered into with BNDES, as described in Note 6, the Company agreed to covenants requiring the Company to use the gross proceeds from the subscription of BDRs in the amount of approximately $75.0 million to pay for services performed in Brazil. The Company must fully use the proceeds no later than August 15, 2028, subject to two additional one year extensions if mutually agreed by the Company and BNDES. The covenants also require services to be paid for in Brazilian reais, quarterly reporting to BNDES of the amounts used and unused, and other standard terms and conditions. If these covenants are breached, BNDES will have the right to liquidated damages equal to the amount of unused proceeds from the subscription of BDRs.