Ambev S.A. (ABEV) cancels 279M shares and completes buyback program

Rhea-AI Filing Summary

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.

Key Figures

Treasury shares cancelled: 279,000,000 shares Shares after cancellation: 15,484,664,889 shares Board meeting date: August 12 and 13, 2026 +1 more

4 metrics

Treasury shares cancelled 279,000,000 shares Shares cancelled by Board approval on August 12–13, 2026

Shares after cancellation 15,484,664,889 shares Total registered common shares into which share capital is divided after Share Cancellation

Board meeting date August 12 and 13, 2026 Dates when the Board approved the Share Cancellation

Buyback program approval date October 29, 2025 Date when the Board approved the share buyback program later reported as completed

Key Terms

treasury shares, share buyback program, Share Cancellation, book-entry form

4 terms

treasury shares financial

"shares issued by the Company and held in treasury, with no reduction"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

share buyback program financial

"the share buyback program for shares issued by the Company, approved"

A share buyback program is when a company uses its cash to repurchase its own outstanding shares from the market, reducing the number of shares available to investors. That matters because it can raise the value of remaining shares and signal management's confidence in the business—similar to a bakery buying back unsold loafs to make each remaining loaf represent a larger share of its oven’s output—though buybacks can also affect cash available for other uses.

Share Cancellation financial

"with no par value, issued by the Company and held in treasury, with no reduction in the Company's share capital (“Share Cancellation”)"

book-entry form financial

"registered common shares, in book-entry form and with no par value"

A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.

FAQ

What did Ambev (ABEV) announce about its share capital in this 6-K?

Ambev announced a Share Cancellation, approving the cancellation of 279,000,000 treasury common shares with no reduction in share capital. After this, capital is divided into 15,484,664,889 common shares in book-entry form and with no par value.

How many Ambev (ABEV) shares remain outstanding after the Share Cancellation?

After the Share Cancellation, Ambev’s share capital is divided into 15,484,664,889 registered common shares. These shares are in book-entry form and have no par value, reflecting the updated capital structure following the cancellation of treasury shares.

How many Ambev (ABEV) treasury shares were cancelled?

Ambev’s Board approved the cancellation of 279,000,000 registered common shares that were held in treasury. The cancellation occurred without any reduction in the company’s share capital, altering only the number of issued shares outstanding.

Will Ambev (ABEV) change its bylaws because of the Share Cancellation?

Yes. Ambev states that the heading of Article 5 of its Bylaws will be amended to reflect the new share count of 15,484,664,889 common shares, and this amendment will be submitted to a Shareholders’ Meeting for resolution.

What happened to Ambev’s (ABEV) share buyback program?

Ambev reports that its share buyback program, approved by the Board on October 29, 2025, has been completed. The company reached the maximum number of common shares authorized for repurchase under that program and then cancelled 279,000,000 treasury shares.

Did Ambev’s (ABEV) share capital decrease due to the Share Cancellation?

No. Ambev explicitly states that the cancellation of 279,000,000 treasury shares was carried out with no reduction in the company’s share capital. Only the number of issued common shares changed, not the total capital amount.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/14/2026 - 06:07 AM Accepted by SEC EDGAR 08/13/2026 - 06:55 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of August, 2026

Commission File Number 1565025

AMBEV S.A.

(Exact name of registrant as specified in its charter)

AMBEV S.A.

(Translation of Registrant's name into English)

Rua Dr. Renato Paes de Barros, 1017 - 3rd Floor
04530-000 São Paulo, SP
Federative Republic of Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F _______

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. 

Yes _______ No ___X____

AMBEV S.A.

CNPJ [National Register of Legal Entities] No. 07.526.557/0001-00
NIRE [Corporate Registration Identification Number] 35.300.368.941

MATERIAL FACT NOTICE

Ambev S.A. (“Company”) informs that its Board of Directors, at a meeting held on August 12 and 13, 2026, approved the cancellation of 279,000,000 registered common shares, in book-entry form and with no par value, issued by the Company and held in treasury, with no reduction in the Company's share capital (“Share Cancellation”). As a result of the Share Cancellation, the Company's share capital is now divided into 15,484,664,889 registered common shares, in book-entry form and with no par value. The corresponding amendment to the heading of Article 5 of the Company's Bylaws will be submitted to the Shareholders' Meeting for resolution, which will be convened in due course.

The minutes of the Board of Directors' meeting that approved the Share Cancellation are available to shareholders on the websites of the Brazilian Securities and Exchange Commission (https://www.gov.br/cvm/en?set_language=en), B3 S.A. - Brasil, Bolsa, Balcão (https://www.b3.com.br/en_us/) and the Company (https://ri.ambev.com.br/en/).

The Company further informs that the share buyback program for shares issued by the Company, approved at the Board of Directors' meeting held on October 29, 2025, has been completed, as the maximum number of common shares authorized for repurchase under such program has been reached.

São Paulo, August 13, 2026.

Ambev S.A.

Guilherme Fleury de Figueiredo Ferraz Parolari

Chief Financial and Investor Relations Officer

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 13, 2026

	AMBEV S.A.
	By:	/s/ Guilherme Fleury de Figueiredo Ferraz Parolari
		Guilherme Fleury de Figueiredo Ferraz Parolari Chief Financial and Investor Relations Officer