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Ambev S.A. describes its consolidated Manual on Disclosure and Use of Information and Securities Trading Policy, aligning its practices with Brazilian CVM Ruling No. 44/21. The Manual establishes obligations for directors, controlling shareholders, key employees and related persons (“Bound Persons”) regarding handling of Privileged (Material) Information and trading in the company’s securities.
The Investor Relations Officer is designated as primarily responsible for communicating and disclosing any Material Act or Fact, which must generally be disclosed promptly and simultaneously to CVM, SEC and stock exchanges, using specified online channels and the company’s investor relations site. The policy sets blackout periods, including a 30‑day prohibition before quarterly (ITR) and annual (DFP) financial disclosures, and additional blackout periods determined by the Investor Relations Officer.
The Manual restricts trading in the eminence of undisclosed Material Acts or Facts, defines reporting duties for insiders and significant shareholders crossing ownership thresholds such as 5% and 10%, and allows pre‑approved Individual Investment Plans under strict conditions. It also specifies penalties, up to dismissal or contract termination, for breaches. Amendments to the Manual were approved on several dates, most recently on August 12–13, 2026.
Ambev S.A. reports that its Board of Directors, at a meeting held on August 12 and 13, 2026, approved the cancellation of 279,000,000 common shares held in treasury, with no reduction in the company’s share capital. These are registered common shares, in book-entry form and with no par value.
After this Share Cancellation, Ambev’s share capital is divided into 15,484,664,889 common shares. An amendment to the heading of Article 5 of the bylaws reflecting the new share count will be submitted to a Shareholders’ Meeting. Ambev also states that its share buyback program approved on October 29, 2025 has been completed, as the maximum authorized number of shares for repurchase has been reached.
Ambev S.A. approved the cancellation of 279,000,000 registered common shares that were held in treasury, with no reduction in its share capital. After this cancellation, Ambev’s share capital is divided into 15,484,664,889 registered common shares.
The board also approved an updated Manual on Disclosure and Use of Information and Securities Trading Policy. The Manual defines who is subject to it, centralizes responsibility for disclosing material information in the Investor Relations Officer, and sets detailed rules on blackout periods, insider trading restrictions, individual investment plans, and reporting of significant ownership changes.
Ambev S.A. reported its July 2026 activity in its own securities, focusing on treasury share movements. The company started the month holding 310,869,798 common shares in treasury and ended with 343.666.335 common shares, while its ADR position remained at zero.
During the month, Ambev executed several block purchases of 3,000,000 common shares on multiple days through Corretora Santander at prices around R$15.6–R$16.3 per share. There was also a delivery of 203,463 restricted shares directly with the company at a price of R$16.20000, recorded at a value of R$3,296,100.60.
Ambev S.A. reported management and related-person transactions in its securities for July 2026 under Brazilian CVM Instruction 44. The board of directors’ group sold 468,040 ADRs at R$15.646 each through Corretora J.P. Morgan, totaling R$7,322,953.84, reducing its ADR balance to zero while maintaining 30,679,627 common shares. Management received a delivery of 203,463 restricted common shares directly from the company at a reference price of R$16.200, increasing its common share position to 3,501,801 shares and keeping 19,790 ADRs. The fiscal council’s holdings of 2,500 common shares remained unchanged during the period.
Ambev S.A. outlines its corporate governance framework in an updated report as of July 31, 2026, covering shareholders’ rights, board structure, controls and ethics. A shareholders’ agreement among key investors remains in force while FAHZ holds at least 1,501,432,405 shares, and minority shareholders are entitled, under Brazilian law, to at least 80% of the price paid to the controlling shareholder in a change-of-control tender offer.
The Board of Directors has nine members, with a majority of external directors and a minimum of two or 20%, whichever is greater, classified as independent. The board approves strategy, risk appetite and sustainability objectives, oversees an enterprise risk management system and periodically reviews internal controls, compliance programs and the Code of Business Conduct. A formal succession plan for all executive officers, including the CEO, is reviewed annually.
The Fiscal Council operates with expanded responsibilities, acting as the audit committee for Sarbanes-Oxley purposes and including a designated financial specialist. Ambev maintains detailed policies on executive compensation, related-party transactions, securities trading, donations and anti-corruption, plus a 24/7 external reporting channel that allows anonymous reports and prohibits retaliation. Internal audit, compliance and the Ethics Committee regularly report to both the Board of Directors and the Fiscal Council.
Ambev S.A. director Ricardo Manuel Frangatos Pires Moreira reported a sale of 468,040 common shares on 2026-07-30 at a weighted average price of $3.08 per share, with individual sale prices between $3.08 and $3.09. After this transaction, he directly holds 3,000,000 common shares, including certain shares represented by American Depositary Shares.
Ambev S.A. approved an IOC July 2026 distribution to shareholders, to be paid by December 31, 2026. The shareholding position on September 21, 2026 at B3 and September 23, 2026 at the NYSE will determine entitlement, and shares and ADRs will trade ex-IOC from September 22, 2026.
The standard withholding tax rate is 17.5%, subject to exemptions and international tax treaties. Non-resident holders seeking treaty benefits must submit documentation to the Investor Relations department by September 25, 2026. Credits will be deposited via Banco Bradesco or custodians, and the exact payment date will be set in a future board meeting.