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Eve Holding, Inc. (EVEX)

CIK: 0001823652. SIC: 3721 Aircraft. Latest 10-K as of: 2026-03-16.

SIC breadcrumb: Manufacturing > Transportation Equipment > SIC 3721 Aircraft

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1823652. Latest filing source: 0001554855-26-000300.

Selected Fundamentals

MetricValueUnitFYFiled
Net income-224,255,000USD20252026-03-16
Assets434,875,000USD20252026-03-16

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-16. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001823652.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2019202020212022202320242025
Net income-9,625,942-18,256,000-174,030,000-127,658,000-138,168,000-224,255,000
Operating income-9,591,919-18,179,000-189,490,000-130,549,000-156,374,000-225,387,000
Diluted EPS-0.04-0.08-0.68-0.46-0.48-0.70
Operating cash flow-9,028,789-14,886,000-59,458,000-94,509,000-135,966,000-160,432,000
Capital expenditures0.000.00476,000168,0005,216,00012,555,000
Assets234,583,09221,571,000312,875,000245,339,000318,242,000434,875,000
Liabilities48,459,55110,871,00025,953,00080,288,000194,320,000311,117,000
Stockholders' equity-479,205-1,014,00010,699,000286,922,000165,052,000123,922,000123,758,000
Cash and cash equivalents1,971,81114,377,00049,146,00046,882,00056,366,000103,233,000
Free cash flow-9,028,789-14,886,000-59,934,000-94,677,000-141,182,000-172,987,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2019202020212022202320242025
Return on equity-170.63%-60.65%-77.34%-111.50%-181.20%
Return on assets-4.10%-84.63%-55.62%-52.03%-43.42%-51.57%
Liabilities / equity1.020.090.491.572.51
Current ratio6.482.0512.524.665.273.29

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001823652.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-30-0.43reported discrete quarter
2022-Q32022-09-30-0.14reported discrete quarter
2023-Q12023-03-31-0.09reported discrete quarter
2023-Q22023-03-31-25,771,982reported discrete quarter
2023-Q22023-06-30-0.11reported discrete quarter
2023-Q32023-06-30-31,410,026reported discrete quarter
2023-Q32023-09-30-0.11reported discrete quarter
2023-Q42023-12-31-39,266,146derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31-25,296,000-0.09reported discrete quarter
2024-Q22024-03-31-25,296,000reported discrete quarter
2024-Q22024-06-30-0.13reported discrete quarter
2024-Q32024-06-30-36,388,000reported discrete quarter
2024-Q32024-09-30-0.12reported discrete quarter
2024-Q42024-12-31-40,696,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31-48,784,000-0.16reported discrete quarter
2025-Q22025-03-31-48,784,000reported discrete quarter
2025-Q22025-06-30-0.21reported discrete quarter
2025-Q32025-06-30-64,685,000reported discrete quarter
2025-Q32025-09-30-0.14reported discrete quarter
2025-Q42025-12-31-63,919,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31-68,813,000-0.20reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001554855-26-000876.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-05. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 months ended March 31, 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” 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.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including, without limitation, statements regarding the expected timing of the commercialization of our eVTOL and our eVTOL services-and-support business, the expected timing for obtaining authorizations and certifications related to the production of our eVTOL and the deployment of our related services, management’s plans and strategies for future operations, including statements relating to anticipated operating performance, product and service developments, competitive strengths or market position, strategic opportunities, and trends in our industry and target markets, as well as other statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, business strategy and the plans and objectives of management for future operations. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar terms or expressions or the negative thereof, but the absence of these words does not mean that a statement is not forward-looking. 

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

    our ability to raise financing in the future;

    the impact of the regulatory environment and complexities with compliance related to such environment, including changes in applicable laws or regulations, including as a result of executive orders;

    our ability to maintain an effective system of internal control over financial reporting;

    our ability to grow market share in our existing markets or any new markets we may enter;

    our ability to respond to general economic conditions;

    the impact of foreign currency, interest rate, exchange rate and commodity price fluctuations;

    the impact of current, proposed or future tariffs;

    our ability to manage our growth effectively;

    our ability to achieve and maintain profitability in the future;

    our ability to access sources of capital to finance operations and growth;

    the success of our strategic relationships with third parties;

    our ability to successfully develop, certify and commercialize our planned Urban Air Mobility solutions and the timing thereof;

    competition from other manufacturers and operators of electric vertical take-off and landing vehicles and other methods of air or ground transportation;

    various environmental requirements;

    retention or recruitment of executive and senior management and other key employees;

    reliance on services to be provided by Embraer and other third parties; and

    other risks and uncertainties described in this Quarterly Report on Form 10-Q and in our 2025 Form 10-K, including those under “Risk Factors.”

The list above is not intended to be an exhaustive list of all of our forward-looking statements. Our forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. While we believe these expectations, forecasts, assumptions and judgments are reasonable, our forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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Overview

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 José dos Campos, São Paulo, Brazil.

Eve’s goal is to be a leading company in the urban air mobility (“UAM”) market by taking a holistic approach to developing a UAM solution that includes: the design and production of electric vertical take-off and landing vehicles (“eVTOLs”), a portfolio of maintenance and support services focused on Eve’s and third-party eVTOLs (“TechCare”), and new air traffic management software for eVTOLs (“Vector”), designed to allow eVTOLs to operate safely and efficiently in dense urban airspace alongside conventional aircraft and drones. Eve’s mission is to bring affordable air transportation to all passengers, improve quality of life, unleash economic productivity, save passengers time, and reduce global carbon emissions. Eve plans to leverage its strategic relationship with Embraer to de-risk and accelerate its development plans, while saving costs by utilizing Embraer’s extensive resources.

Business Models

Eve plans to fuel the development of the UAM ecosystem by providing a complete portfolio of solutions across three primary offerings:

eVTOL Production and Design. Eve is designing and certifying an eVTOL purpose-built for UAM missions. Eve plans to market its eVTOLs globally to operators of UAM services, including fixed wing and helicopter operators, as well as lessors that purchase and manage aircraft on behalf of operators. 

Service and Operations Solutions - TechCare. Eve plans to offer a full suite of eVTOL service and support capabilities, including material services, maintenance, technical support, training, ground handling and data services. Services will be offered to UAM fleet operators on an agnostic basis – supporting both our own eVTOL aircraft and those produced by third parties. 

Urban Air Traffic Management - Vector.  Eve is developing a next-generation UATM software to help enable eVTOLs to operate safely and efficiently in dense urban airspace along with conventional fixed wing and rotary aircraft and unmanned drones. Eve plans to offer Vector software to customers that include air navigation service providers, fleet operators and vertiport operators. 

To date, Eve has not generated any revenue, as it continues to develop its eVTOL aircraft and other UAM solutions. As a result, Eve will require substantial additional capital to develop products and fund operations for the foreseeable future. Until Eve can generate any revenue from product sales and services, it expects to finance operations through a combination of existing cash on hand, available credit lines, public offerings, private placements, and debt financing. The amount and timing of future funding requirements will depend on many factors, including the pace and results of development efforts. 

Services Agreements

Eve has entered into Master Services Agreements with each 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#2”) 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 our prospectus, dated January 18, 2023, filed with the SEC on January 20, 2023, pursuant to Rule 424(b) under the Securities Act.

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Key Factors Affecting Operations

Brazilian Economic Environment 

The Brazilian government has frequently intervened in the Brazilian economy and occasionally made drastic changes in policy and regulations. The Brazilian government’s actions to control inflation and affect other policies and regulations have often involved, among other measures, increases in interest rates, changes in tax policies and incentives, price controls, currency devaluations, capital controls, and limits on imports. Changes in Brazil’s monetary, credit, tariff and other policies, or retaliatory trade measures taken against Brazil, could adversely affect our business, as could inflation, currency and interest-rate f

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-16. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information that Eve’s management believes is relevant to an assessment and understanding of Eve’s consolidated results of operations and financial condition. The discussion should be read together with the audited consolidated financial statements for the year ended December 31, 2025 and 2024, and the related notes that are included elsewhere in this Annual Report on Form 10-K. 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 set forth under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report on 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 consolidated financial statements.

Discussions of results for the year ended December 31, 2023 and year-to-year comparisons between 2023 and 2024 that are not included in this Form 10-K can be found in our 2024 Annual Report on Form 10-K filed with the SEC on March 11, 2025.

Overview

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.

Eve’s goal is to be a leading company in the urban air mobility (“UAM”) market by taking a holistic approach to developing a UAM solution that includes: the design and production of electric vertical take-off and landing vehicles (“eVTOLs”), a portfolio of services and support (TechCare) focused on Eve’s and third-party eVTOLs, and a new air traffic management system (Vector) for eVTOLs, otherwise known as Urban Air Traffic Management (“UATM”) system designed to allow eVTOLs to operate safely and efficiently in dense urban airspace alongside conventional aircraft and drones. Eve’s mission is to bring affordable air transportation to all passengers, improve quality of life, unleash economic productivity, save passengers time, and reduce global carbon emissions. Eve plans to leverage its strategic relationship with Embraer to de-risk and accelerate its development plans, while saving costs by utilizing Embraer’s extensive resources.

Fourth Quarter Developments 

eVTOL First Flight. On December 19, 2025, the Company announced the completion of the first flight of its uncrewed full-scale eVTOL aircraft prototype at Embraer S.A.’s test facility in Gavião Peixoto, state of São Paulo, Brazil.

BNDES Financing Agreement. On November 18, 2025, Eve Brazil entered into a financing agreement, dated as of November 14, 2025 (the “Financing Agreement”), with BNDES, pursuant to which BNDES has agreed to grant two lines of credit to Eve Brazil. The credit is intended to support the electric motor development phase of electric vertical takeoff and landing aircrafts. The Financing Agreement provides that the availability of such lines of credit is subject to BNDES’s rules and regulations including the delivery by Eve Brazil of guarantee letters issued by financial institutions approved by BNDES. The first line of credit (“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 U.S.$7.6 million), is to be provided with funds raised by the BNDES System in foreign currency.

Itau Syndicated Loan 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.

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Business Model

Eve plans to grow the UAM ecosystem by providing a complete portfolio of UAM solutions across three primary offerings:

eVTOL Production and Design. Eve is designing and certifying an eVTOL purpose-built for UAM missions. Eve plans to market its eVTOLs globally to operators of UAM services, including fixed wing and helicopter operators, as well as lessors that purchase and manage aircraft on behalf of operators.

Service and Operations Solutions - TechCare. Eve plans to offer a full suite of eVTOL service and support capabilities, including material services, maintenance, technical support, training, ground handling and data services. Its services will be offered to UAM fleet operators on an agnostic basis – supporting both its own eVTOL and those produced by third parties. 

Urban Air Traffic Management - Vector. Eve is developing a next-generation UATM system to help enable eVTOLs to operate safely and efficiently in dense urban airspace along with conventional fixed wing and rotary aircraft and unmanned drones. Eve expects to offer its UATM software to customers that include air navigation service providers, fleet operators and vertiport operators.

To date, Eve has not generated any revenue, as it continues to develop its eVTOL vehicles and other UAM solutions. As a result, Eve will require substantial additional capital to develop products and fund operations for the foreseeable future. Until Eve can generate any revenue from product sales and services, it expects to finance operations through a combination of existing cash on hand, public offerings, private placements, and debt financings. The amount and timing of future funding requirements will depend on many factors, including the pace and results of development efforts. 

Service Agreements

Eve Sub has entered into the Master Service Agreement with ERJ and the Atech MSA with Atech (collectively, the “MSAs”), a Service Agreement with Eve Brazil, and the SSA with ERJ, EAH and Eve Brazil. Pursuant to the MSAs with ERJ and Atech, each of 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, Repaid 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 ERJ’s 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 Sub has also entered into the Data Access Agreement with ERJ and Eve Brazil, pursuant to which, among other things, ERJ has agreed to provide Eve Brazil 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 the Services Agreements. 

On September 23, 2025, EVE UAM, LLC (“Eve), a Delaware limited liability company and a wholly owned subsidiary of Eve Holding, Inc., a Delaware corporation (the “Company”), entered into a new Master Services Agreement (the “MSA 2”) with Embraer S.A. (“Embraer”), dated as of September 2, 2025 and effective as of January 1, 2025, for the provision by Embraer to Eve of support services to develop an industrialization project, including processes and procedures for the production of electric vertical takeoff and landing (“eVTOLs”) and plant operation of Eve’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 our prospectus, dated January 18, 2023, filed on January 20, 2023, pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-1/A, as amended (File No.333-265337) (the “Prospectus”), in the section entitled “Material Agreements”.

Key Factors Affecting Operating Results

For further discussion on the risks attendant to the Key Factors Affecting Operating Results, see the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K.

Brazilian Economic Environment 

The Brazilian government has frequently intervened in the Brazilian economy and occasionally made drastic changes in policy and regulations. The Brazilian government’s actions to control inflation and affect other policies and regulations have often involved, among other measures, increases in interest rates, changes in tax policies and incentives, price controls, currency devaluations, capital controls, and limits on imports. Changes in Brazil’s monetary, credit, tariff and other policies could adversely affect our business, as could inflation, currency and interest-rate fluctuations, social instability and other political, economic or diplomatic developments in Brazil, as well as the Brazilian government’s response to these developments. 

Rapid changes in Brazilian political and economic conditions that have occurred and may occur require continued assessment of the risks associated with our activities and the adjustment of our business and operating strategy accordingly. Developments in Brazilian government policies, including changes in the current policy and incentives adopted for financing exports of Brazilian goods, or in the Brazilian economy, over which we have no control, may have a material adverse effect on our business.

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Inflation and exchange rate variations have had and may continue to have substantial effects on our financial condition and results of operations.

Inflation and exchange rate variations affect our monetary assets and liabilities denominated in Brazilian reais. The value of these assets and liabilities as expressed in US Dollars declines when the real devalues against the US Dollar and increases when the real appreciates. In periods of devaluation of the real, we report (i) a remeasurement loss on real-denominated monetary assets and (ii) a remeasurement gain on real-denominated monetary liabilities. For additional information on the effects of exchange rate variations on our financial condition and results of operations, see the section entitled “Item 7A. Quantitative and Qualitative Disclosures about Market Risk.”

Development of the UAM Market

Our revenue will be directly tied to the continued development and sale of eVTOL and related services. While we believe the market for UAM will be large, it remains undeveloped and there is no guarantee of future demand. We currently anticipate commercialization of our eVTOL services-and-support business beginning in 2026, followed by the commercialization and initial revenue generation from the sale of our eVTOLs beginning in 2027, and 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 or more permanent work-from-home behaviors persist. 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 will impact our ability to generate revenue or grow our business.

Competition

We believe that our primary sources of competition are focused UAM developers and established aerospace and automotive conglomerates developing UAM businesses. We expect the UAM industry to be dynamic and increasingly competitive. Our competitors could get to market before us, either generally or in specific markets. Even if we are first to market, we may not fully realize the benefits we anticipate and we may not receive any competitive advantage or may be overcome by other competitors. If new companies or existing aerospace or automotive conglomerates launch competing solutions in the markets in which we intend to operate and obtain large-scale capital investment, we may face increased competition. Additionally, our competitors may benefit from our efforts in developing consumer and community acceptance for UAM products and services, making it easier for them to obtain the permits and authorizations required to operate UAM services. In the event our project experiences substantial delays, or our current or future competitors overcome our advantages, our business, financial condition, operating results and prospects would be harmed.

Government Certification

We plan to obtain authorizations and certifications for our eVTOL with the Agência Nacional de Aviação Civil (“ANAC”), Federal Aviation Administration (“FAA”), and 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.

Initial Business Development Engagement

Since its founding, Eve has been engaged in multiple market and business development projects around the world. Examples of this include two concepts of operation (“CONOPS”) with Airservices Australia as well as with the United Kingdom Civil Aviation Authority. Both of these market and business development initiatives demonstrate Eve’s ability to create new procedures and frameworks designed to enable the safe scalability of UAM together with our partners. Using these initiatives as a guide, Eve has launched CONOPS in Rio de Janeiro, São Paulo, Miami, Japan, and Chicago, and hopes to launch additional concepts of operation in the United States, Brazil and around the world.

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In addition to our market development initiatives, Eve has signed non-binding letters of intent to sell approximately 2,900 of our eVTOL aircraft and we continue to seek additional opportunities for sales partnerships. In addition to these deals, Eve has been actively involved in the UAM ecosystem development by signing Memorandums of Understanding (“MOUs”) with about 30 market-leading partners in segments spanning infrastructure, operations, platforms, utilities, and others. In the future, we plan to focus on implementation and ecosystem readiness with our existing partners while continuing to seek UATM and support-services partnerships in order to complement our business model and drive growth.

Fully-Integrated Business Model

Eve’s business model to serve as a fully-integrated eVTOL transportation solution provider is uncertain. Present projections indicate that payback periods on eVTOL aircraft will result in a viable business model over the long-term as production volumes scale and unit economics improve to support sufficient market adoption. As with any new industry and business model, numerous risks and uncertainties exist. Our financial results are dependent on certifying and delivering eVTOL on time and at a cost that supports returns at prices that sufficient numbers of customers are willing to pay based on value arising from time and efficiency savings from utilizing eVTOL services. Our aircraft include numerous parts and manufacturing processes unique to eVTOL aircraft, in general and our product design, in particular. Best efforts have been made to estimate costs in our planning projections; however, the variable cost associated with assembling our aircraft at scale remains uncertain at this stage of development. The success of our business also is dependent, in part, on the utilization rate of our aircraft and reductions in utilization will adversely impact our financial performance. Our aircraft may not be able to fly safely in poor weather conditions, including snowstorms, thunderstorms, lightning, hail, known icing conditions and/or fog. Inability to operate safely in these conditions would reduce our aircraft utilization and cause delays and disruptions in our services. We intend to maintain a high daily aircraft utilization rate which is the amount of time our aircraft spend in the air carrying passengers. High daily aircraft utilization is achieved in part by reducing turnaround times at vertiports so we can fly more hours on average in a day. Aircraft utilization is reduced by delays and cancellations from various factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion and unscheduled maintenance events.

Results of Operations

The following tables set forth statement of operations information (in thousands):

Year Ended December 31,

2025 vs. 2024 Change

2025

2024

2023

(Unfavorable)/ Favorable

%

Operating expenses

Research and development expenses

$

194,695

$

129,844

$

105,581

$

64,851

(50)

%

Selling, general and administrative expenses

30,692

26,529

23,104

4,162

(16)

%

New Warrants expenses

-

-

1,863

-

-

%

Total operating expenses

225,387

156,374

130,549

69,013

(44)

%

Operating loss

(225,387)

(156,374)

(130,549)

(69,013)

(44)

%

Gain/(loss) from derivative liabilities

(128)

6,983

(10,403)

(7,111)

102

%

Financial investment income

16,399

12,299

11,672

4,099

(33)

%

Related party loan interest income

-

2,875

4,385

(2,875)

100

%

Interest expense

(10,140)

(3,661)

(252)

(6,479)

(177)

%

Other gain/(loss), net

(3,991)

218

(945)

(4,208)

1,934

%

Loss before income taxes

(223,248)

(137,661)

(126,091)

(85,587)

(62)

%

Income tax expense

1,007

507

1,568

500

(99)

%

Net loss

$

(224,255)

$

(138,168)

$

(127,658)

$

(86,087)

(62)

%

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Research and development expenses 

Research and development activities represent a significant part of the Company’s expenses. Research and development efforts focus on the design and development of the eVTOL, development of service and operations solutions for our aircraft and those manufactured by third parties, and the development of Vector, a UATM software platform. Research and development expenses consist of personnel-related costs (including salaries, bonuses, benefits and share-based compensation) for employees focused on research and development activities, fees incurred under the Master Service Agreements, equipment and materials, and an allocation of overhead, including rent, information technology costs and utilities. Research and development expenses are expected to continue to increase as the Company adds staffing to support eVTOL aircraft engineering and software development, builds aircraft prototypes, progresses towards the launch of the first eVTOL aircraft, and continues to explore and develop next generation aircraft and technologies.

Research and development expenses increased $64.9 million for the year ended December 31, 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, performed a series of system and integration ground tests on the aircraft that must be conducted before its debut flight on December 19, 2025.

Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits and share-based compensation) for employees associated with administrative services such as executive management, legal, human resources, information technology, accounting and finance. These expenses also include certain third-party consulting services, contractor and professional services, audit and compliance expenses, insurance, corporate overhead, depreciation, rent, and utilities.

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

Gain/(loss) from derivative liabilities

Derivative liabilities relate to the Private Warrants which are valued using the trading price of the Company's Public Warrants. The $7.1 million unfavorable change due to the fair value adjustment of derivative liabilities for the year ended December 31, 2025 was due to a $0.01 decrease in the Public Warrant trading price.

Related party loan interest income

Related party loan interest income decreased $2.9 million in the year ended December 31, 2025, due to the loan termination, which resulted in no income earned during 2025.

Interest expense

Interest expense increased $6.5 million for the year ended December 31, 2025, primarily related to the larger principal balance and a full year of interest expense as compared to 2024 where the initial debt draw was made in September 2023.

Other gain/(loss), net

Other gain, net decreased $4.2 million in the year ended December 31, 2025, primarily related to higher losses foreign currency losses of $4.6 million, partially offset by lower financial expenses of $0.4 million.

Income tax expense

Income tax expense increased $0.5 million in the year ended December 31, 2025, primarily due to higher net income at Eve Brazil on a standalone basis.

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Liquidity and Capital Resources

The Company has incurred net losses since its inception and to date has not generated any revenue. We expect to continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations.

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

Future capital requirements include:    

•

research and development expenses as we continue to develop our eVTOL aircraft;

•

capital expenditures for the expansion of manufacturing capacities;

•

additional operating costs and expenses for raw material procurement costs;

•

general and administrative expenses as we scale operations;

•

interest expense from debt financing; and

•

selling and distribution expenses as we build, brand and market the eVTOL aircraft.

The Company intends to continue to use its liquidity primarily to fund research and development activities and other personnel costs, which are our principal uses of cash. In light of the significant number of redemptions that occurred during the business combination, the current trading price for shares of our common stock and the unlikelihood that we will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock, these funds will likely not be sufficient to enable the Company to complete all necessary development and commercially launch the eVTOL aircraft. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from our customers, the expansion of sales and marketing activities and the timing and extent of spending to support development efforts. Until the Company generates sufficient operating cash flow to cover its operating expenses, working capital needs and planned capital expenditures, or if circumstances evolve differently than anticipated, the Company expects to utilize a combination of equity and debt financing to fund future capital needs. Currently, no decision has been made as to specific sources of additional funding. The Company may explore different funding opportunities including long-term or convertible debt with private and public banks, advances and pre-delivery down payments from customers, or equity issuances. The Company may be unable to raise additional funds when needed on favorable terms or at all. The sale of securities by selling securityholders pursuant to the Prospectus could result in a significant decline in the public trading price of the common stock and could further decrease the likelihood of raising additional funds successfully. If the Company raises funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If the Company raises funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing.

In the event the Company requires additional financing but is unable to raise additional capital or generate cash flows necessary to continue its research and development and invest in continued innovation, the Company may not be able to compete successfully, which would harm our business, results of operations and financial condition. If adequate funds are not available, the Company may need to reconsider its expansion plans or limit its research and development activities, which could have a material adverse impact on our business prospects and results of operations. 

Cash Flows

The following table summarizes cash flows for the periods indicated (in thousands):

Year Ended December 31,

2025 vs. 2024

2025

2024

2023

Change

Net cash (used in) provided by operating activities

$

(160,432)

$

(135,966)

$

(94,509)

$

(24,466)

Net cash (used in) provided by investing activities 

$

(46,735)

$

(56,216)

$

66,832

$

9,480

Net cash (used in) provided by financing activities

$

263,121

$

203,019

$

24,926

$

60,102

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2025 Compared with 2024

Net Cash Used by Operating Activities

Net cash used by operating activities increased $24.5 million for the year ended December 31, 2025, 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.

Net Cash (Used) Provided by Investing Activities

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

Net Cash Provided by Financing Activities

Net cash provided by financing activities increased $60.1 million for the year ended December 31, 2025, The increase was primarily driven by capital‑raising transactions completed during the year, including $132.0 million incremental proceeds from the issuance of common stock and $64.0 million lower proceeds from the issuance of debt

Available Credit and Debt

As of December 31, 2025, there is approximately $149.0 million available to be drawn under the Company’s debt 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 $90.5 million as of December 31, 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 $36 million), to support the second phase of the development of the Company’s eVTOL project. As of December 31, 2025, the Company has drawn US$ 24.2 million from this credit line.

On June 3, 2025, the Company announced that it has been selected in a public call by FINEP, Brazil’s Funding Authority for Studies and Projects, to receive a grant of up to $15.8 million. The total project investment amount is up to $33.8 million, combining the FINEP grant with Eve’s required company contribution.

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 $36.4 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.$29 million) and Sub-credit B is in the amount of R$40 million (approximately U.S.$7.3 million). As of December 31, 2025, the Company has not drawn from either line of credit.

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”)

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.

For additional information, see Note 7 of the accompanying consolidated financial statements.

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Private Placement

In July and September 2024, the Company closed on subscription agreements, warrant agreements and warrant exchange agreements with certain investors relating to the 2024 Private Placement for the issuance and sale of 23,900,000 newly issued shares of common stock for cash at a purchase price of $4.00 per share, for a total of $95.6 million in new equity financing, the exchange of certain Public Warrants and Market Warrants for shares of common stock, and the issuance of certain Penny Warrants to certain investors. Refer to Note 8 and Note 9 of the accompanying consolidated financial statements and the Company’s Current Reports on Form 8-K filed with the SEC on July 1, 2024 and July 18, 2024 for additional information.

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 (“BNDESPAR”), Embraer Aircraft Holding, Inc. (“EAH”) and other institutional investors, for the issuance and sale of an aggregate of 47,422,680 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, including the subscription by BNDESPAR of Brazilian Depositary Receipts (the “BDRs”), each of which represents one share of Common Stock, at a purchase price of R$26.21 per BDR (which reflects an equivalent value of the price per share based on the PTAX rate on August 12, 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 estimates that the net proceeds from the Registered Direct Offering will be approximately $218.5 million, after deducting placement agent fees and estimated offering expenses payable by the Company. The Company expects to receive approximately $20.0 million in gross proceeds from EAH for 4,123,711 newly issued shares of Common Stock as part of the Registered Direct Offering, the issuance of which was approved by a special committee of independent and disinterested directors of the Company, with the assistance of its independent financial and legal advisors. The Company is required to use the gross proceeds from the subscription of BDRs by BNDES, in the amount of approximately $75.0 million, to pay for services performed in Brazil. The Company expects to use the remaining net proceeds from the Registered Direct Offering for general corporate purposes, including the financing of its operations, possible business acquisitions or strategic investments and repayment of outstanding indebtedness.

Critical Accounting Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent liabilities and the reported amounts of expenses during the reporting period. Estimates are based on historical experience and on various other factors that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. While the Company’s significant accounting policies are described in more detail in Note 2 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K, management believes the following accounting policies and estimates to be critical to the preparation of the consolidated financial statements:

Credit Risk

Financial instruments, which subjects the Company to concentrations of credit risk, consist primarily of cash, cash equivalents, financial investments, and a related party loan receivable. Cash and cash equivalents and financial investments are held at major financial institutions located in the United States of America and Brazil. At times, cash account balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits ($250,000 per depositor per institution). Management believes the financial institutions that hold the Company’s cash and cash equivalents and financial investments are financially sound and, accordingly, minimal credit risk exists with respect to cash and cash equivalents and financial investments. 

The Company also performs an ongoing evaluation of EAH, our counterparty for the related party loan receivable. No allowance for credit loss has been deemed necessary. The loan receivable was collected in August 2024. Refer to Note 5 of the accompanying consolidated financial statements for additional information.

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