Embraer S.A. filed a Form 6-K on November 2, 2026, reporting the minutes of an Extraordinary General Meeting held on October 30, 2026, at which shareholders approved the merger of Embraer GPX Ltda. into Embraer S.A., effective October 31, 2026.

Key Highlights

  • Merger approved: Shareholders voted to merge Embraer GPX Ltda. into Embraer S.A., with the merger declared effective as of October 31, 2026.
  • Shareholder attendance: Shareholders representing 68.91% of the company's capital stock were present at the meeting.
  • Merger vote count: The merger resolution received 63,725,487.81 approvals, 156,384.35 abstentions, and 3,399.83 rejections, according to the filing.
  • Appraisal firm ratified: Shareholders ratified the appointment of Forvis Mazars Auditores Independentes - Sociedade Simples to prepare the appraisal report of GPX's net equity, with a reference date of June 30, 2026.
  • Appraisal report approved: The appraisal report received 63,714,729.37 approvals, 163,519.70 abstentions, and 7,022.93 rejections.
  • Executive Board authorized: The company's Executive Board was authorized to take all measures necessary to implement the Merger resolutions, receiving 63,724,975.80 approvals.

Embraer GPX Ltda. Merger: Meeting Resolutions and Vote Tallies

According to the filing, Embraer S.A. (NYSE:EMBJ) convened an Extraordinary General Meeting on October 30, 2026, conducted exclusively by digital means through the Microsoft Teams platform, pursuant to CVM Resolution No. 81/2022. The meeting was chaired by Raul Calfat, Chairman of the Company's Board of Directors, with Fabiana Klajner Leschziner serving as secretary. Also present at the presiding table were Chief Executive Officer Francisco Gomes Neto and Executive Vice President for Finance and Investor Relations Felipe Santana Santiago de Lima.

The agenda centered on five related resolutions concerning the merger of Embraer GPX Ltda. into Embraer S.A. The filing discloses that shareholders first approved the "Protocol and Justification for the Merger of Embraer GPX Ltda. into Embraer S.A.," which received 63,725,118.77 approvals, 155,943.20 abstentions, and 4,210.03 rejections. Shareholders then ratified the engagement of Forvis Mazars Auditores Independentes - Sociedade Simples, headquartered in Campinas, State of Sao Paulo, as the appraisal firm responsible for the book-value appraisal of GPX's net equity as of the reference date of June 30, 2026. That ratification received 63,711,760.39 approvals, 166,447.00 abstentions, and 7,064.61 rejections.

The merger itself was approved as the fourth resolution, with an effective date of October 31, 2026, and the Executive Board was separately authorized to implement all related measures. The filing notes that the call notice for the meeting was published on September 30 and October 1 and 2, 2026, in the newspapers "O Vale" and "Valor Economico." Dan Ioschpe, Coordinator of the Audit, Risk and Ethics Committee, and Carla Alessandra Trematore, Chair of the Fiscal Council, were also noted as present at the meeting.

What Was Disclosed

Embraer S.A. disclosed the minutes of its October 30, 2026, Extraordinary General Meeting, at which shareholders representing 68.91% of capital stock approved, by wide margins, the merger of Embraer GPX Ltda. into Embraer S.A., effective October 31, 2026, along with the related appraisal firm appointment and report.