Any transaction would need to be approved by the Brazilian government, among other parties, the companies said in a joint news release.
The Wall Street Journal first reported the talks earlier Thursday, citing unnamed sources.
The report said the parties discussed a deal that would see Boeing pay a "relatively large premium" for Embraer, but that talks are on hold as the two sides await word on the Brazilian government's view of the deal.
The Folha de Sao Paulo newspaper reported that Brazilian President Michael Temer already ruled out a takeover of the Embraer, one of Brazil's flagship companies.
"Embraer will never be sold under my government," he was quoted as saying at a meeting with the defence minister and head of the air force.
Brazilian officials were reported to have been taken by surprise by the Wall Street Journal story on the merger talks.
A deal between the two companies would build on their existing alliance on the KC-39 military plane and would permit Boeing to fill in a gap its fleet in regional single-aisle planes.
Embraer was formed by the Brazilian government in 1969 and privatised in 1994 in a process that granted the Brasilia "golden shares" with some veto rights.
US-traded shares of Embraer shot up following the report, jumping 21.9% to $24.38, while Boeing dipped 0.6% to $296.17 in afternoon trading.
The merger talks come after Boeing rival Airbus signed an agreement this fall to take a majority stake in the production of narrow-body planes made by Canadian company Bombardier. Those planes are at the centre of an ongoing US-Canada trade dispute sparked by a Boeing complaint against Bombardier.
An Embraer transaction would give Boeing a portfolio of planes that could compete for some of the same business as the Bombardier aircraft.
Embraer in 2016 notched $6.2bn in revenues, with 56.7% from the commercial business, 27.8% from executive jets and 15% from defence and security, according to an Embraer filing to the US Securities and Exchange Commission.
Boeing's revenues in 2017 were $94.6 billion.
Source: AFP
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