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[6-K] AMBEV S.A. Current Report (Foreign Issuer)

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
6-K
Rhea-AI Filing Summary

Ambev S.A. reported stronger 9M 2025 results. Net sales reached R$63.43 billion, up modestly year over year, while net income rose to R$11.46 billion as operating profit improved and the effective tax rate eased. Basic EPS was R$0.7141. Q3 showed softer top-line trends, with net sales of R$20.85 billion and net income of R$4.86 billion.

Results include an exceptional gain of R$884 million from the partial disposal and deconsolidation of SLU Beverages, recorded within non-recurring items. Operating cash flow was R$11.20 billion; after investing outflows and significant shareholder distributions, cash and cash equivalents were R$18.31 billion at period end. The company paid three dividends in 2025 totaling R$5.999 billion, including R$0.1283 per share approved on July 30 and paid on October 6. Currency translation effects drove a comprehensive loss despite positive net income.

Positive
  • None.
Negative
  • None.

Insights

Solid 9M profit, Q3 softer sales; one-time gain boosted results.

Ambev grew 9M net sales to R$63.43B and net income to R$11.46B. Operating profit rose and the effective tax rate fell to 15.06%, supporting earnings. An exceptional gain of R$884M from the SLU Beverages transaction is included in non‑recurring items.

Quarterly dynamics differed: Q3 net sales were R$20.85B, below last year, while net income reached R$4.86B. Cash and cash equivalents ended at R$18.31B after R$11.20B operating cash flow, investing outflows, buybacks, and dividends totaling R$5.999B.

FX movements weighed on other comprehensive income, turning total comprehensive income negative for the 9M period. Subsequent disclosures may detail ongoing impacts of the SLU deconsolidation and segment trends.


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 October, 2025

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.

Interim consolidated
financial statements at
September 30, 2025
and report on review

 

 
 

 

 

 

Report on review of interim

consolidated financial statements

 

 

To the Board of Directors and Shareholders

Ambev S.A.

 

 

 

Introduction

 

We have reviewed the accompanying interim consolidated balance sheet of Ambev S.A. and its subsidiaries ("Company") as at September 30, 2025, the related interim consolidated income statement and statement of comprehensive income for the quarter and nine-month periods then ended and the related interim consolidated statements of changes in equity and cash flows for the nine-month period then ended, and notes, comprising a summary of material accounting policies and other explanatory information.

 

Management is responsible for the preparation and fair presentation of these interim consolidated financial statements in accordance with the accounting standard International Accounting Standard (IAS) 34 - Interim Financial Reporting, of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these interim consolidated financial statements based on our review.

 

Scope of review

 

We conducted our review in accordance with International Standards on Reviews of Interim Financial Information (ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries, primarily of people responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements referred to above are not prepared, in all material respects, in accordance with IAS 34.

 

São Paulo, October 29, 2025

 

 

 

 

 

 

PricewaterhouseCoopers

Auditores Independentes Ltda.

CRC 2SP000160/O-5

Sergio Eduardo Zamora

Contador CRC 1SP168728/O-4

 

 

 

 

www.pwc.com.br

PricewaterhouseCoopers Auditores Independentes Ltda.
Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16o,
São Paulo, SP, Brasil, 04538-132

T: +55 (11) 4004-8000

 

 

 

Contents

INTERIM CONSOLIDATED INCOME STATEMENT 6
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 7
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 8
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS 10
1.   CORPORATE INFORMATION 11
2.   BASIS OF PREPARATION AND PRESENTATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS 12
3.   SUMMARY OF MATERIAL ACCOUNTING POLICIES 14
4.   USE OF ESTIMATES AND JUDGMENTS 15
5.   CASH AND CASH EQUIVALENTS AND INVESTMENT SECURITIES 15
6.   INVENTORIES 16
7.   RECOVERABLE TAXES 17
8.   INCOME TAX AND SOCIAL CONTRIBUTION 18
9.   PROPERTY, PLANT AND EQUIPMENT 21
10.   TRADE PAYABLES 23
11.   INTEREST-BEARING LOANS AND BORROWING 23
12.   PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS 24
13.   CHANGES IN EQUITY 28
14.   SEGMENT REPORTING 32
15.   NET SALES 36
16.   OTHER OPERATING INCOME/(EXPENSES) 36
17.   EXCEPTIONAL ITEMS 36
18.   FINANCIAL RESULTS 37
19.   SHARE-BASED PAYMENTS 37
20.   FINANCIAL INSTRUMENTS AND RISKS 39
21.   COLLATERAL, CONTRACTUAL COMMITMENTS TO SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS 47
22.   RELATED PARTIES 48
23.   EVENTS AFTER THE REPORTING PERIOD 49

 

 

 

 

AMBEV S.A.

 

 

INTERIM CONSOLIDATED BALANCE SHEET

All amounts in thousands of Brazilian Reais

 

Assets Note 09/30/2025 12/31/2024
       
Cash and cash equivalents 5.1 18,309,248  28,595,666 
Investment securities 5.2 1,531,673  1,242,001 
Trade receivables   5,591,935  6,269,863 
Derivative financial instruments 20 365,430  1,218,561 
Inventories 6 10,471,858  11,689,767 
Recoverable taxes 7 3,286,686  3,582,275 
Other assets   2,013,526  1,557,651 
Assets held for sale 1.3.2 369,814  -   
Current assets   41,940,170  54,155,784 
       
Investment securities 5.2 99,456  184,454 
Derivative financial instruments 20 -    26 
Recoverable taxes 7 10,185,526  10,503,977 
Deferred tax assets 8.1 9,140,164  8,691,670 
Other assets   1,310,425  1,462,588 
Employee benefits   26,912  70,483 
Long term assets   20,762,483  20,913,198 
       
Investments in associates and joint ventures   345,557  395,393 
Property, plant and equipment 9 26,398,876  30,170,194 
Intangible assets   10,798,183  12,530,712 
Goodwill   40,509,726  44,342,668 
       
Non-current assets   98,814,825  108,352,165 
       
Total assets   140,754,995  162,507,949 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

 

AMBEV S.A.

 

INTERIM CONSOLIDATED BALANCE SHEET (CONTINUED)

All amounts in thousands of Brazilian Reais

 

Equity and liabilities Note 09/30/2025 12/31/2024
       
Trade payables 10 19,324,761  25,223,522 
Derivative financial instruments 20 1,251,786  204,721 
Interest-bearing loans and borrowing 11 1,049,136  1,276,391 
Bank overdrafts 5.1 1,549  -   
Payroll and social security payables   2,316,966  2,779,753 
Dividends and interest on capital payables   3,820,229  8,487,242 
Income tax and social contribution payable   1,397,113  1,941,540 
Taxes and contributions payable   3,983,332  5,648,399 
Other liabilities   2,960,661  3,386,235 
Provisions 12 471,568  440,911 
Current liabilities   36,577,101  49,388,714 
       
Trade payables 10 369,361  327,706 
Derivative financial instruments 20 4,368  6,720 
Interest-bearing loans and borrowing 11 1,845,381  2,176,337 
Deferred tax liabilities 8.1 4,016,803  5,007,711 
Income tax and social contribution payable   773,164  1,372,387 
Taxes and contributions payable   646,206  597,449 
Other liabilities, including put options granted on subsidiaries   1,103,256  1,142,775 
Provisions 12 755,119  670,904 
Employee benefits   1,935,824  2,236,732 
Non-current liabilities   11,449,482  13,538,721 
       
Total liabilities   48,026,583  62,927,435 
       
Equity 13    
Issued capital   58,275,696  58,226,036 
Reserves   106,907,396  108,973,429 
Carrying value adjustments   (80,585,223) (68,557,326)
Retained earnings/(losses)   7,429,566  -   
Equity attributable to Ambev’s shareholders   92,027,435  98,642,139 
Non-controlling interest   700,977  938,375 
Total equity   92,728,412  99,580,514 
       
Total equity and liabilities   140,754,995  162,507,949 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

AMBEV S.A.

 

 

INTERIM CONSOLIDATED INCOME STATEMENT

For the nine and three-month periods ended September 30

All amounts in thousands of Brazilian Reais unless otherwise stated

 

    Nine-month period ended:   Three-month period ended:
  Note 2025 2024   2025 2024
             
Net sales 15 63,434,834  62,417,251    20,847,262  22,096,739 
Cost of sales   (31,111,860) (31,091,577)   (10,120,005) (10,972,603)
Gross profit   32,322,974  31,325,674    10,727,257  11,124,136 
             
Distribution expenses   (8,016,710) (8,269,753)   (2,559,668) (2,828,265)
Commercial expenses   (6,162,739) (6,123,679)   (1,919,906) (2,028,008)
Administrative expenses   (4,270,205) (4,313,400)   (1,355,011) (1,530,002)
Other operating income/(expenses) 16 1,768,182  1,707,934    567,129  595,321 
Exceptional items 17 772,901  (48,178)   845,476  (18,882)
Income from operations   16,414,403  14,278,598    6,305,277  5,314,300 
             
Finance income 18 2,015,663  1,646,048    671,550  515,567 
Finance expenses 18 (3,347,378) (2,853,655)   (1,214,511) (936,110)
Other net financial results 18 (1,584,645) (496,085)   (543,032) (260,982)
Net financial results   (2,916,360) (1,703,692)   (1,085,993) (681,525)
             
Share of results of associates and joint ventures   (8,130) 1,822    (5,392) 36,844 
Income before income tax   13,489,913  12,576,728    5,213,892  4,669,619 
             
Income tax expenses 8.2 (2,030,978) (2,754,357)   (350,172) (1,103,318)
Net income   11,458,935  9,822,371    4,863,720  3,566,301 
             
Attributable to:            
Equity holders of Ambev   11,156,796  9,556,858    4,745,128  3,460,273 
Non-controlling interest   302,139  265,513    118,592  106,028 
             
Basic earnings per share – common – R$   0.7141  0.6073    0.3041  0.2200 
Diluted earnings per share – common – R$   0.7109  0.6040    0.3028  0.2188 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

AMBEV S.A.

 

 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the nine and three-month periods ended September 30

All amounts in thousands of Brazilian Reais

 

  Nine-month period ended:   Three-month period ended:
  2025 2024   2025 2024
           
Net income 11,458,935  9,822,371    4,863,720  3,566,301 
           
Items that may be subsequently reclassified to profit or loss:          
Exchange differences on the translation of foreign operations (gains/(losses))          
Investment hedges – put options granted on subsidiaries 122,029  (74,043)   47,607  22,643 
Gains/losses on translation of other foreign operations  (10,713,752) 4,133,385    (3,482,641) (1,174,030)
Gains/losses on translation of foreign operations  (10,591,723) 4,059,342    (3,435,034) (1,151,387)
           
Cash flow hedge – gains/(losses)          
Recognized in equity (Hedge reserve) (924,368) 152,046    (102,234) (134,157)
Reclassified from equity (hedge reserve) to profit or loss (587,838) (256,138)   (65,683) (217,778)
Total cash flow hedge (1,512,206) (104,092)   (167,917) (351,935)
           
Items that will not be reclassified to profit or loss:          
Re-measurements of post-employment benefits (537) 496    499  (365)
           
Other comprehensive (loss)/income (12,104,466) 3,955,746    (3,602,452) (1,503,687)
           
Total comprehensive (loss)/income (645,531) 13,778,117    1,261,268  2,062,614 
           
Attributable to:          
Equity holders of Ambev (798,971) 13,453,868    1,166,716  1,999,486 
Non-controlling interest 153,440  324,249    94,552  63,128 

 

The consolidated statement of comprehensive income is presented net of income tax. The income tax effects of these items are disclosed in note 8.1 –Income tax and social contribution.

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

AMBEV S.A.

 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the nine-month periods ended September 30

All amounts in thousands of Brazilian Reais

 

    Attributable to the equity holders of Ambev      
    Issued capital Capital reserves Profit reserves Retained earnings Carrying value adjustments Total   Non-controlling interest Total equity
At January 1, 2024 Note 58,177,929  55,479,564  43,189,840  -    (77,878,043) 78,969,290    1,174,512  80,143,802 
                     
 Net Income    -    -    -    9,556,858  -    9,556,858    265,513  9,822,371 
                     
Comprehensive income:                    
Gains/(losses) on cumulative translation adjustment [CTA] 13.4 -    -    -    -    3,998,332  3,998,332    61,010  4,059,342 
Cash flow hedges 13.4 -    -    -    -    (101,858) (101,858)   (2,234) (104,092)
Actuarial gains/(losses) 13.4 -    -    -    -    536  536    (40) 496 
Total comprehensive income    -    -    -    9,556,858  3,897,010  13,453,868    324,249  13,778,117 
Capital increase 13.1 48,107  -    -    -    -    48,107    -    48,107 
Effects of the application of IAS 29 (hyperinflation)   -    -    -    5,256,878  -    5,256,878    10,589  5,267,467 
Gains/(losses) of controlling interest 13.2 e 13.4 -    1,958  -    -    517,291  519,249    (518,385) 864 
Taxes on deemed dividends   -    -    -    -    (17,276) (17,276)   -    (17,276)
Dividends   -    -    -    -    -    -      (248,391) (248,391)
Share buybacks, results from treasury shares, and share-based payments 13.2 -    (110,548) -    -    -    (110,548)   1,115  (109,433)
Statute-barred /(additional) dividends   -    -    -    20,820  -    20,820    -    20,820 
At September 30, 2024   58,226,036  55,370,974  43,189,840  14,834,556  (73,481,018) 98,140,388    743,689  98,884,077 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

AMBEV S.A.

 

 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

For the nine-month periods ended September 30

All amounts in thousands of Brazilian Reais

 

    Attributable to the equity holders of Ambev      
    Issued capital Capital reserves Profit reserves Retained earnings Carrying value adjustments Total   Non-controlling interest Total equity
At January 1, 2025 Note 58,226,036  55,336,410  53,637,019  -    (68,557,326) 98,642,139    938,375  99,580,514 
                     
 Net Income    -    -    -    11,156,796  -    11,156,796    302,139  11,458,935 
                     
Comprehensive income:                    
Gains/(losses) on cumulative translation adjustment [CTA] 13.4 -    -    -    -    (10,440,425) (10,440,425)   (151,298) (10,591,723)
Cash flow hedges 13.4 -    -    -    -    (1,514,838) (1,514,838)   2,632  (1,512,206)
Actuarial gains/(losses) 13.4 -    -    -    -    (504) (504)   (33) (537)
Total comprehensive income    -    -    -    11,156,796  (11,955,767) (798,971)   153,440  (645,531)
Capital increases/(reduction) in associates and subsidiaries 13.1 49,660  -    -    -    -    49,660    (28,007) 21,653 
Effects of the application of IAS 29 (hyperinflation)   -    -    -    1,725,302  -    1,725,302    (3,065) 1,722,237 
Gains/(losses) of controlling interest 13.4 -    -    -    -    1,828  1,828    (1,774) 54 
Taxes on deemed dividends 13.4 -    -    -    -    (62,230) (62,230)   -    (62,230)
Dividends 13.3.2 -    -    (496,600) (5,502,126) -    (5,998,726)   (313,121) (6,311,847)
Share buybacks, results from treasury shares, and share-based payments 13.2 -    (1,569,433) -    -    -    (1,569,433)   1,112  (1,568,321)
Statute-barred /(additional) dividends   -    -    -    37,866  -    37,866    -    37,866 
Other   -    -    -    11,728  (11,728) -      (45,983) (45,983)
At September 30, 2025   58,275,696  53,766,977  53,140,419  7,429,566  (80,585,223) 92,027,435    700,977  92,728,412 

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

AMBEV S.A.

 

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the nine and three-month periods ended September 30

All amounts in thousands of Brazilian Reais

 

    Nine-month period ended:   Three-month period ended:
  Note 2025 2024   2025 2024
             
Net income   11,458,935  9,822,371    4,863,720  3,566,301 
Adjustments:            
Depreciation, amortization and impairment   5,015,001  5,082,448    1,599,347  1,730,270 
Impairment losses on receivables and inventory   200,657  245,746    61,573  68,443 
Additions to/(reversals of) provisions and employee benefits   274,822  210,409    75,245  79,366 
Net financial results 18 2,916,360  1,703,692    1,085,993  681,525 
Losses/(gains) on sales of property, plant and equipment and intangible assets 16 (71,948) (74,887)   (9,870) (32,998)
Losses/(gains) on sales of operations in subsidiaries   (884,467) -      (884,467) -   
Share-based payment expenses   306,106  287,241    99,999  102,759 
Income tax expenses 8.2 2,030,978  2,754,357    350,172  1,103,318 
Share of results of associates and joint ventures   8,130  (1,822)   5,392  (36,844)
Hedge operations 20 (794,848) (374,885)   (97,392) (345,416)
Cash flow from operating activities before changes in working capital   20,459,726  19,654,670    7,149,712  6,916,724 
             
(Increase)/decrease in trade and other receivables   784,361  (264,803)   (136,982) 19,185 
(Increase)/decrease in inventories   (35,871) (1,270,465)   519,315  78,927 
Increase/(decrease) in trade and other payables   (6,665,001) (3,426,717)   311,273  946,601 
Cash generated from operations   14,543,215  14,692,685    7,843,318  7,961,437 
             
Interest paid   (607,173) (404,664)   (227,871) (133,940)
Interest received   986,178  1,098,880    336,721  346,209 
Dividends received   21,992  21,411    14,980  10,032 
Income tax paid   (3,745,856) (3,223,555)   (1,048,162) (75,306)
Cash flow from operating activities   11,198,356  12,184,757    6,918,986  8,108,432 
             
Proceeds from sales of property, plant and equipment and intangible assets   105,129  117,484    38,415  26,521 
Acquisitions of property, plant and equipment and intangible assets   (2,960,298) (3,229,988)   (1,043,944) (1,186,002)
Sale/(acquisition) of subsidiaries, net of cash acquired   201,611  3,373    241,824  (186)
Investments in short-term debt securities and net proceeds/(acquisitions) of debt securities   (268,856) (877,164)   (411,267) 32,060 
Net proceeds/(acquisitions) of other assets   6,713  (6,424)   4,979  (6,424)
Cash flow from/(used in) investing activities   (2,915,701) (3,992,719)   (1,169,993) (1,134,031)
             
Capital increases(reduction)/ in associates and subsidiaries   (3,704) 17,486    27  -   
Capital increases/(reduction) in non-controlling interest   -    (1,343)   -    (46)
Proceeds from/(buybacks of) treasury shares   (1,831,123) (367,555)   -    (228)
Acquisitions of non-controlling interest   (23) (1,716,959)   -    -   
Proceeds from borrowing   9,514  460,300    (41,168) 27,057 
Repayments of borrowing   (131,248) (557,375)   (39,835) (49,534)
Cash net of finance costs other than interest   (2,457,623) (1,741,399)   (807,502) (647,635)
Payments of lease liabilities   (847,236) (994,874)   (252,982) (327,556)
Dividends and interest on capital paid   (10,773,743) (187,504)   (2,081,745) (89,948)
Cash flow from/(used in) financing activities   (16,035,186) (5,089,223)   (3,223,205) (1,087,890)
             
Net increase/(decrease) in cash and cash equivalents   (7,752,531) 3,102,815    2,525,788  5,886,511 
Cash and cash equivalents at the beginning of the period   28,595,666  16,059,003    16,404,025  14,154,434 
Effects of exchange rate fluctuations on cash and cash equivalents   (2,535,436) 622,544    (622,114) (256,583)
Cash and cash equivalents at the end of the period   18,307,699  19,784,362    18,307,699  19,784,362 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

AMBEV S.A.

 

 

1.CORPORATE INFORMATION

 

1.1 Description of business

 

Ambev S.A. (referred to as the “Company” or “Ambev”) together with its subsidiaries (the “Group” or “Consolidated”), headquartered in São Paulo, São Paulo State, Brazil, has as its corporate purpose the production and sale of beer, draft beer, soft drinks, other non-alcoholic beverages, malt and food in general, either directly or through participation in other companies, as well as the advertising of both its own and of third party products, the sale of promotional and advertising materials, and the direct or indirect exploitation of bars, restaurants, snack bars and similar establishments, among others.

 

The Group’s main own brands are Brahma®, Skol®, Antarctica®, Original®, Quilmes®, Andes Origen®, Patricia®, Paceña®, Huari®, Pilsen®, Presidente®, Balboa®, Guaraná Antarctica® and Beats® among others. The main licensed brands by Anheuser-Busch InBev N.V. (“AB InBev”) to the Group are Budweiser®, Corona®, Spaten®, Stella Artois®, Beck’s®, Modelo®, Bud Light®, Busch® and Michelob Ultra® among others. In addition, the Company is one of the largest independent bottlers of PepsiCo in the world. The Group produces, sells and distributes in Brazil and in other countries in Latin America, products such as Pepsi®, H2OH! ®, Lipton IceTea® and the sports drink Gatorade® under a license from PepsiCo. The Group also has a licensing agreement with Red Bull® and other companies to distribute of its portifolio some sales channels and specific regions in Brazil and other markets.

 

The Company’s shares and American Depositary Receipts (“ADRs”) are listed on the Brasil, Bolsa, Balcão S.A. (“B3”) exchange under the ticker “ABEV3” as well as on the New York Stock Exchange (“NYSE”) under the ticker “ABEV”, respectively. The Company’s direct controlling shareholders are Interbrew International GmbH (“ITW International”), and AmBrew S.à.r.l (“Ambrew”), both of which are subsidiaries of AB InBev.

 

1.2 Key operating countries

 

The Company operates its business across four reportable segments based on the geographical zones shown below:

 

 

 

 

 

 

AMBEV S.A.

 

 

 

1.3 Major corporate events in the three-month period ended September 30, 2025

 

1.3.1 Distribution of dividends

 

In a meeting held on July 30, 2025, the Board of Directors approved the distribution of dividends in the amount of R$0.1283 per share of the Company, based on the balances available in the extraordinary balance sheet dated as of June 30, 2025, of which the amount corresponding to the profit recorded in the period from January 1st to June 30, 2025 was allocated to the minimum mandatory dividends for the 2025 fiscal year, without income tax withholding, pursuant to applicable law. The aforementioned payment was made on October 06, 2025, considering the shareholding position of August 07, 2025, with respect to B3 S.A. - Brasil, Bolsa, Balcão, and August 11, 2025 with respect to the New York Stock Exchange - NYSE, without any monetary adjustment. Shares and ADRs was traded ex-dividends as from and including August 08, 2025.

 

1.3.2 Sale of subsidiary

 

On December 26, 2024, the Company's subsidiary, Cervecería Nacional Dominicana, S.A. ("CND"), and Koscab Holdings Limited ("Koscab") entered into an Share Purchase Agreement (“Agreement”) through which CND committed to transfer all the shares it holds in the holding company SLU Beverages LTD. ("SLU") to Koscab. SLU holds a controlling interest in Banks Holdings Limited, Saint Vincent Brewery Limited, Antigua Brewery Limited, and Dominica Brewery & Beverages Limited, all of which form part of the CAC reportable segment.

 

The transfer of the entire interest will be made in consideration of a minimum estimated amount of US$186 million, equivalent to R$989 million, payable in up to five tranches through 2028. The completion of the first two tranches took place on July 31, 2025, upon which CND transferred to Koscab 61.83% of its interest in SLU for a price of US$115 million, equivalent to R$612 million. As a result of this completion, the Group recognized the loss of control over SLU, ceasing its consolidation in the financial statements for the period ended September 30, 2025. The remaining portion of the investment has been classified under assets held for sale, in accordance with IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations.

 

As of September 30, 2025, the gain related to the transaction amounted to R$884 million, which was recorded under non-recurring items. The recognized gain includes the full reclassification of the cumulative amount of foreign exchange differences related to SLU, previously recognized in other comprehensive income within equity, to profit or loss for the period, in accordance with IAS 21 – The Effects of Changes in Foreign Exchange Rates.

 

2.BASIS OF PREPARATION AND PRESENTATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

The interim consolidated financial statements at September 30, 2025 have been prepared using the going concern basis of accounting and are being presented in accordance with IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB®”).

 

The information does not meet all disclosure requirements for the presentation of full annual consolidated financial statements and are disclosed with relevant information and changes in the period, without the level of detail in certain notes previously disclosed, avoiding repetition. In Management's view the interim consolidated financial statements provide sufficient understanding of the Company's equity position and performance during the interim period. Therefore, it should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024, prepared in accordance with International Financial Reporting Standards (“IFRS®”) issued by the IASB®.

 

AMBEV S.A.

 

 

The following notes are not disclosed in the interim consolidated financial statements:

 

  Name of note in the 2024 annual financial statements Note number
(a) Payroll and related benefits 9
(b) Additional information on cost of sales and operating expenses by nature 10
(c) Earnings per share 12
(d) Goodwill 15
(e) Impairment of non-financial assets 16
(f) Intangibles 17
(g) Trade receivables 20
(h) Employee benefits 24

 

In addition, the material accounting policies presented in the respective accompanying notes are not disclosed in these interim consolidated financial statements. The following notes are not in the same level of detail presented in the annual consolidated financial statements, for the year ended December 31, 2024:

 

  Name of note in the 2024 annual financial statements Note
(a) Basis of preparation and presentation of the interim consolidated financial statements 2
(b) Summary of material accounting policies 3
(c) Use of estimates and judgments 4
(d) Income tax and social contribution 13
(f) Changes in equity 22
(g) Interest-bearing loans and borrowing 23
(h) Share-based payments 25
(i) Provisions, contingent liabilities and contingent asset 27
(j) Financial instruments and risks 28
(k) Related parties 30

 

In preparing the interim consolidated financial statements, management uses judgments, estimates and assumptions that affect the application of accounting practices and the reported amounts of assets, liabilities, income and expenses. The relevant estimates and judgments are disclosed in note 4 - Use of estimates and judgments.

 

The interim consolidated financial statements relating to the period ended September 30, 2025 were approved by the Executive Board of Officers on October 29, 2025.

 

2.1 Functional and presentation currency

 

The functional and presentation currency of the Company interim consolidated financial statements is the Brazilian Real, which is the currency of its main economic operating environment. For presentation purposes, the interim consolidated financial statements are presented in thousands of Brazilian Reais (“R$”), unless otherwise indicated, and the balances are rounded to the nearest thousand.

 

 

AMBEV S.A.

 

 

2.1.1 Exchange rates

 

The most significant exchange rates used for the preparation of the Company’s interim consolidated financial statements are as follow:

 

      Closing rate   Average rate
          Nine-month period ended:
Currency Name Country 09/30/2025 12/31/2024   09/30/2025 09/30/2024
               
ARS Argentinian Peso  Argentina 0.0039  0.0060    0.0048  0.0058 
BBD Barbadian Dollar Barbados 2.6218  3.0525    2.8153  2.4767 
BOB Bolivian Peso Bolivia 0.7642  0.8897    0.8206  0.7218 
CAD Canadian Dollar Canada 3.8202  4.3037    4.0801  3.7058 
CLP Chilean Peso Chile 0.0055  0.0062    0.0059  0.0054 
GTQ Quetzal Guatemala 0.6947  0.8051    0.7426  0.6455 
USD US Dollar Panamá and Cuba 5.3186  6.1923    5.7111  5.0241 
PYG Guarani Paraguay 0.0008  0.0008    0.0007  0.0007 
DOP Dominican Peso Dominican Republic 0.0847  0.1010    0.0932  0.0853 
UYU Uruguayan Peso Uruguay 0.1335  0.1405    0.1370  0.1297 

 

3.SUMMARY OF MATERIAL ACCOUNTING POLICIES

 

The accounting practices adopted by the Company are consistent for all the years and periods presented. There were no changes to the accounting policies or calculation methods used for the interim consolidated financial statements at September 30, 2025 compared to those used for the consolidated financial statements for the years ended December 31, 2024.

 

3.1 Recently issued IFRS

 

The following new and amended standards that came into effect in 2025 were not applicable to or did not have any material impact on these consolidated financial statements:

 

Standard Highlights
IAS21 - The Effects of Changes in Foreign Exchange Rates The implemented modifications foresee the application of a consistent approach when assessing whether one currency can be converted into another, along with new guidance regarding measurement and disclosure in contexts where the currency is not considered convertible.

 

The following are the main changes in accounting standards that, based on Management's assessment, may have an impact on the Company's disclosures in subsequent periods:

 

Standard Issue Date Highlights Effective  date
IFRS 18 - Presentation and Disclosure in Financial Statements April 2024 The standard aims to address investor demands for more relevant and comparable information disclosed in the financial statements of entities. IFRS 18 introduces changes to the income statement with three new categories of revenues and expenses - operating, investing, and financing - two mandatory subtotals, and changes in the grouping of balances. Additionally, it requires disclosures in the notes regarding performance measures defined by management, changes in the statement of cash flows, and new presentation requirements for expenses by nature or function. The Company is currently in the process of evaluating the impacts of adopting this standard on consolidated financial statements. Periods beginning on January 1, 2027

 

Beyond the above, the Company does not anticipate that any other standards or amendments to IFRS® standards or IFRIC® interpretations that have not yet come into force could have a material impact on the Group's financial statements. The Company has not opted for the early adoption of any standards.

 

 

AMBEV S.A.

 

 

4.USE OF ESTIMATES AND JUDGMENTS

 

The preparation of interim consolidated financial statements in compliance with IFRS requires Management to make use of judgments, estimates and assumptions that affect both the application of accounting practices and the reported amounts of assets and liabilities, income and expenses. The estimates and significant judgment are based on past experience and on other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments regarding the carrying amounts of assets and liabilities that cannot readily be determined based on other sources. The actual results achieved may differ from these estimates.

 

Such estimates and assumptions are reviewed on a regular basis. Changes in accounting estimates may affect the results for the period during which they are realized, or for future periods.

 

The impairment test is performed annually considering the most accurate estimates calculated by Management. The Company’s Management has not identified any relevant indications of impairment in the nine-month period ended September 30, 2025.

 

The accounting policy which reflects significant estimates and judgments used in the preparation of these interim consolidated financial statements for the nine-month period ended September 30, 2025 has not changed from those valid on December 31, 2024.

 

5.CASH AND CASH EQUIVALENTS AND INVESTMENT SECURITIES

 

5.1 Cash and equivalents

 

  09/30/2025 12/31/2024
     
Cash 75,942  222,651 
Current bank accounts 7,817,755  11,395,378 
Short-term bank deposits (i) 10,415,551  16,977,637 
Cash and cash equivalents 18,309,248  28,595,666 
     
Bank overdrafts (1,549) -   
Net cash and cash equivalents 18,307,699  28,595,666 

 

(i) The balance refers mostly to Bank Deposit Certificates (“CDBs”), which have high liquidity, are readily convertible into known amounts of cash, and are subject to an insignificant risk of changes in value.

 

The cash and cash equivalents balance include the amount of R$5,314,017 at September 30, 2025 (R$8,038,817 in December 31, 2024), which is not freely remittable to the parent company due to remittance restrictions in Cuba and Argentina, and due to the unavailability of foreign currency in Bolivia, although the balances are available for use in the local operations of those subsidiaries.

 

5.2 Investment securities

 

  09/30/2025 12/31/2024
     
Financial assets at fair value through profit or loss 1,517,372  1,170,496 
Investments in debt securities (i) 14,301  71,505 
Current assets 1,531,673  1,242,001 
     
Investments in debt securities (i) 99,456  184,454 
Non-current assets 99,456  184,454 
     
Total 1,631,129  1,426,455 

 

 

AMBEV S.A.

 

(i) The balance refers substantially to financial investments linked to tax incentives that are not immediately convertible into a known amount of cash.

 

6.INVENTORIES

 

  09/30/2025 12/31/2024
     
Finished goods  4,084,189  3,903,163 
Work in progress 621,970  738,987 
Raw materials and consumables 4,559,612  5,622,197 
Spare parts and others 856,417  996,505 
Inventory in transit and prepayments 439,043  569,961 
Impairment losses (89,373) (141,046)
  10,471,858  11,689,767 

 

The changes in impairment losses on inventory are as follow:

 

  09/30/2025 12/31/2024
Balance at the end of the previous year (141,046) (142,447)
Effects of cumulative translation adjustments (CTA) 9,851  (16,699)
Provisions (142,392) (263,999)
Write-offs/reversal of provisions 180,207  282,099 
Reclassified to assets held for sale (i) 4,007  -   
Balance at the end of the period (89,373) (141,046)

 

(i) Effect related to the reclassification of SLU's asset balances to the line of assets held for sale, as note 1.3.2 – Sale of subsidiary.

 

7.RECOVERABLE TAXES

 

  09/30/2025 12/31/2024
Exclusion of ICMS from PIS/COFINS (i) 259,322  307,746 
PIS/COFINS 142,503  134,570 
ICMS 446,533  359,875 
IPI 138,466  119,599 
Income tax and social contributions 2,261,905  2,582,088 
Other 37,957  78,397 
Current 3,286,686  3,582,275 
     
Exclusion of ICMS from PIS/COFINS (i) 7,126,881  6,790,088 
PIS/COFINS 128,426  148,140 
ICMS 340,973  378,226 
Income tax and social contributions 2,357,004  2,922,517 
Other 232,242  265,006 
Non-current 10,185,526  10,503,977 
     
Total 13,472,212  14,086,252 

 

(i) Over the past few years, as previously disclosed, the Company has recognized PIS/COFINS credits arising from the exclusion of ICMS, including in the form of tax substitution, from the calculation bases of these contributions. These tax credits were recorded against the recoverable taxes in the balance sheet, in the PIS/COFINS – ICMS exclusion line, as shown in the table above. The amounts that have not yet been offset substantially refer to tax credits from Regime Especial de Tributação de Bebidas Frias (“REFRI”), for the period from 2009 to 2015, in relation to which the lawsuit is currently in the final expert evaluation phase.

 

 

AMBEV S.A.

 

 

8.INCOME TAX AND SOCIAL CONTRIBUTION

 

8.1 Deferred income tax and social contribution

 

The amounts of deferred income tax and social contribution for each type of temporary difference are as shown below:

 

  09/30/2025   12/31/2024
  Assets Liabilities Net   Assets Liabilities Net
Investment securities 6,871  -    6,871    7,299  -    7,299 
Intangibles -    (1,770,252) (1,770,252)   -    (2,141,921) (2,141,921)
Employee benefits 882,386  (3,987) 878,399    971,593  -    971,593 
Trade payables 3,157,596  (2,117) 3,155,479    3,880,182  -    3,880,182 
Trade receivables 25,574  (6,259) 19,315    35,098  (6,676) 28,422 
Derivative financial instruments 52,604  (86,239) (33,635)   37,725  (246,083) (208,358)
Interest-bearing loans and borrowings 8,865  -    8,865    8,817  -    8,817 
Inventories 426,054  (134,441) 291,613    307,006  (205,882) 101,124 
Property, plant and equipment 936,056  (1,957,456) (1,021,400)   1,189,580  (2,459,042) (1,269,462)
Withholding tax on undistributed profits and royalties -    (2,222,833) (2,222,833)   -    (2,254,977) (2,254,977)
Investments in associates and joint ventures -    (383,678) (383,678)   -    (383,678) (383,678)
Interest on capital 1,066,866  -    1,066,866    -    -    -   
Tax losses carried forward (i) 4,074,631  -    4,074,631    3,849,724  -    3,849,724 
Provisions 1,334,235  (2,144) 1,332,091    1,537,883  (4,542) 1,533,341 
Complement of income tax of foreign subsidiaries due in Brazil -    (150,037) (150,037)   -    -    -   
Impact of IFRS 16 (Leases) 2,190  (76,633) (74,443)   -    (47,089) (47,089)
Exclusion of ICMS from PIS/COFINS calculation basis -    (82,550) (82,550)   -    (121,590) (121,590)
Other items 246,299  (218,240) 28,059    289,258  (558,726) (269,468)
Gross deferred tax assets/(liabilities) 12,220,227  (7,096,866) 5,123,361    12,114,165  (8,430,206) 3,683,959 
Netting by taxable entity (3,080,063) 3,080,063  -      (3,422,495) 3,422,495  -   
Net deferred tax assets/(liabilities) 9,140,164  (4,016,803) 5,123,361    8,691,670  (5,007,711) 3,683,959 

 

(i) Historically, tax authorities have offset tax losses ex-officio in administrative proceedings in which the Company and some of its subsidiaries are involved, resulting in an accumulated offset of R$268,602. This amount is included in the tax credits recognized under the line of tax losses carried forward. As of September 30, 2025, the amount remained unchanged since there were no new ex-officio offsets during the period. The contingencies in question have a probability of a possible loss.

 

8.1.1 Realization of deferred taxes

 

At September 30, 2025, the deferred tax assets and liabilities expected to be utilized/settled, not related to tax losses, are: (i) to be realized until 12 months R$1,755,207; and (ii) to be realized after 12 months R$(706,477).

 

8.1.2 Net change in deferred taxes

 

The net change in deferred income tax and social contribution is as follows:

 

At December 31, 2024 3,683,959 
Investment hedges – put options granted on subsidiaries (62,864)
Cash flow hedge – gains/(losses) 473,569 
Gains/(losses) on cumulative translation adjustments [CTA]  34,291 
Recognized in other comprehensive income 444,996 
Recognized in the income statement 1,126,335 
Changes recognized directly in the balance sheet (131,929)
Recognized in deferred tax (241,245)
Effects of the application of IAS 29 (hyperinflation) (241,245)
Recognized in the other balance sheet group 109,316 
At September 30, 2025 5,123,361 

 

 

AMBEV S.A.

 

 

8.1.3 Deferred tax assets related to tax losses

 

Beyond the tax credits related to tax losses effectively recognized as part of the amounts disclosed above, there are other tax credits related to tax losses that were not recorded in the balance sheets due to their low expectations of realization, based on Management’s assessment. At September 30, 2025, the accumulated balance of these credits represented R$852,553 in taxable value (R$866,979 in December 31, 2024) equivalent to a taxable basis of R$3,242,247 in September 30, 2025 (R$3,310,110 in December 31, 2024).

 

8.2 Income tax and social contribution

 

The income taxes reported in the income statement are broken down as follows:

 

  Nine-month period ended:   Three-month period ended:
  09/30/2025 09/30/2024   09/30/2025 09/30/2024
Income tax expenses – current (3,157,313) (3,390,396)   (849,262) (1,277,530)
           
Deferred tax expenses on temporary differences 901,428  954,451    543,449  27,978 
Deferred tax on taxes loss carryforward movements in the current period 224,907  (318,412)   (44,359) 146,234 
Total deferred tax (expenses)/income 1,126,335  636,039    499,090  174,212 
           
Total income tax expenses (2,030,978) (2,754,357)   (350,172) (1,103,318)

 

The reconciliation between the weighted nominal tax rate and the effective tax rate is summarized below:

 

  Nine-month period ended:   Three-month period ended:
  09/30/2025 09/30/2024   09/30/2025 09/30/2024
Profit before income tax 13,489,913  12,576,728    5,213,892  4,669,619 
Adjustments to the taxable basis          
Other non-taxable income (860,272) (376,439)   (529,960) (122,530)
Government grants related to taxes on sales (291,397) (27,819)   (97,499) (27,819)
Share of results of associates and joint ventures 8,130  (1,822)   5,392  (36,844)
Non-deductible expenses 305,321  49,925    52  15,125 
Taxation on a universal basis and other adjustments related to foreign subsidiaries 188,692  (30,084)   183,699  36,013 
  12,840,387  12,190,489    4,775,576  4,533,564 
Aggregated weighted nominal tax rate 27.62% 28.57%   27.69% 27.22%
Taxes payable – nominal rate  (3,546,403) (3,483,053)   (1,322,270) (1,233,924)
Adjustments to tax expenses          
Income tax incentives 318,568  399,534    210,428  75,263 
Deductible interest on capital 1,066,866  874,698    472,152  363,660 
Tax savings arising from the amortization of goodwill 2,689  2,689    896  896 
Withholding income tax (180,426) (564,870)   (76,899) (154,958)
Recognition/(write-off) of deferred charges on tax losses (58,976) (105,234)   (13,522) (73,809)
Effects of the application of IAS 29 (hyperinflation) (14,151) 57,222    13,790  (294)
Other tax adjustments 380,855  64,657    365,253  (80,152)
Income tax and social contribution expense (2,030,978) (2,754,357)   (350,172) (1,103,318)
Effective tax rate 15.06% 21.90%   6.72% 23.63%

 

The main events that impacted the effective tax rate for the period were:

 

·Other non-taxable income: it refers mainly to the revenues arising from monetary updates (Selic) on tax credits. In addition, in the quarter ended September 30, 2025, other non-taxable income was recognized within this same line item, arising from the disposal of the SLU subsidiary, as Note 1.3.2 – Sale of subsidiary.

 

 

AMBEV S.A.

 
·Government grants related to taxes on sales: these represent regional incentives and economic development policies, primarily related to local production to generate economic and social impact. Before the advent of Federal Law No. 14,789/2023, those grants were not subject to income tax and social contribution. In this regarding, since August 2024 companies in the group have obtained favorable decisions, in effect since then, exempting them from collecting IRPJ and CSLL on amounts determined as government grants related to tax benefits deemed as ICMS presumed credits.

 

·Non-deductible expenses: primarily refer to the additional costs incurred in acquiring foreign currency in certain jurisdictions where the Group operates, used mainly for the remittance of earnings to the parent companies.

 

·Taxation on a universal basis and other adjustments related to foreign subsidiaries: the additional income taxes due in Brazil on the income of foreign-controlled entities, in accordance with Law No. 12,973/2014. It also includes local permanent adjustments to foreign companies consolidated within the group, as well as the effects arising from some of these companies having a functional currency that differs from the currency used for tax calculations.

 

·Income tax incentives: it refers to tax incentives related to income tax granted by the Brazilian Federal Government to promote regional development in certain areas of the North and Northeast of the country and to the PAT (“Programa de Alimentação do Trabalhador”). These incentives are recorded in the results on an accruals basis and allocated to fiscal incentives reserve, as per item (13.3.1) "Tax incentives" within note 13 – Changes in equity.

 

·Withholding income tax: this balance is related to tax due on dividends to be distributed by subsidiaries located outside of Brazil under local tax legislation. The recorded amounts in 2025 are mainly related to withholding tax calculated on profits earned in 2025 and to exchange differences on deferred income tax related to the undistributed profits of subsidiaries.

 

·Deductible interest on capital (“IOC”): under Brazilian law, companies have an option to remunerate their shareholders through the payment of IOC, which is deductible for income tax purposes. The amount of IOC is impacted by the taxable result, net income reserves of the Company and by the long-term interest rate (“TJLP”). These remunerations are deductible for income tax purposes.

 

·Effects of the application of IAS 29 (hyperinflation): the Company’s subsidiary in Argentina operates in a hyperinflationary economy thus subject to the monetary correction of its non-financial assets and liabilities, its equity and its statement of income, which may impact the consolidated effective tax rate, implying variation between periods.

 

·Other tax adjustments: in the third quarter of 2025, the Group’s effective tax rate was impacted by a non-recurring effect arising from the partial reversal of a liability related to the Special Tax Regularization Program (“PERT 2017”) at CRBS. This reversal occurred due to the application, by the tax authorities, of Article 14 of Brazilian Federal Law No. 14,689/2023 to a portion of the outstanding tax debt under PERT, which resulted in the recovery of expenses incurred in prior periods. This article establishes the unenforceability of tax penalties imposed in tax assessments that exceed one hundred percent (100%) of the tax debt amount, which had been declared unconstitutional by the Federal Supreme Court, as well as the unenforceability of the related interests. The total reduction in the liability amounted to R$644 million, of which R$375 million was recorded under income tax, relating to the penalty reduction portion, this being the main effect reflected in the others with reduced taxation line item for the period, and R$269 million was recognized in financial income, relating to the interests incurred.

 

 

AMBEV S.A.

 


9.PROPERTY, PLANT AND EQUIPMENT

 

  09/30/2025 12/31/2024
Property, plant and equipment 23,881,025  27,134,539 
Right of use assets 2,517,851  3,035,655 
  26,398,876  30,170,194 

 

 

 

AMBEV S.A.

 

9.1 Changes in the carrying amount of property, plant, and equipment

 

                    Carrying amount
  At December 31, 2023 Cumulative translation adjustments (CTA) Effects of the application of IAS 29 (hyperinflation) Acquisitions  Depreciation Disposals and write-offs Transfers  At December 31, 2024   Acquisition cost Depreciation
Land and buildings 9,236,261  635,379  1,165,836  38,174  (496,322) (35,129) 585,647  11,129,846    17,204,820  (6,074,974)
Plant and equipment 10,788,846  743,990  1,238,477  720,451  (3,903,666) (4,132) 2,971,323  12,555,289    49,135,917  (36,580,628)
Fixtures and accessories 1,091,672  62,277  95,292  75,467  (567,143) (21,854) 192,129  927,840    7,882,785  (6,954,945)
Under construction 2,545,949  145,861  173,090  3,415,248  -    -    (3,758,584) 2,521,564    2,521,564  -   
Total 23,662,728  1,587,507  2,672,695  4,249,340  (4,967,131) (61,115) (9,485) 27,134,539    76,745,086  (49,610,547)

 

                      Carrying amount
  At December 31, 2024 Cumulative translation adjustments (CTA) Effects of the application of IAS 29 (hyperinflation) Acquisitions  Depreciation Disposals and write-offs Transfers  Reclassified to assets held for sale (i) At September 30, 2025   Acquisition cost Depreciation
Land and buildings 11,129,846  (1,200,045) 298,381  2,643  (355,889) (1,592) 360,346  (118,667) 10,115,023    16,053,284  (5,938,261)
Plant and equipment 12,555,289  (1,215,880) 286,554  218,256  (2,759,645) (22,457) 1,564,140  (134,001) 10,492,256    45,822,805  (35,330,549)
Fixtures and accessories 927,840  (77,381) 15,223  28,993  (345,994) (5,211) 274,488  (5,448) 812,510    7,262,682  (6,450,172)
Under construction 2,521,564  (190,440) 46,636  2,366,144  -    -    (2,291,284) 8,616  2,461,236    2,461,236  -   
Total 27,134,539  (2,683,746) 646,794  2,616,036  (3,461,528) (29,260) (92,310) (249,500) 23,881,025    71,600,007  (47,718,982)

 

(i) Effect related to the reclassification of SLU's asset balances to the line of assets held for sale, as note 1.3.2 - Sale of subsidiary.

 

AMBEV S.A.

 

9.2 Changes in the carrying amount of right-of-use assets

 

                    Carrying amount
  At December 31, 2023 Cumulative translation adjustments (CTA) Effects of the application of IAS 29 (hyperinflation) Additions Depreciation Write-offs Transfers  At December 31, 2024   Acquisition cost Depreciation
Buildings 1,172,266  102,809  4,152  449,236  (442,227) (46,420) (4,527) 1,235,289    3,474,376  (2,239,087)
Machinery, equipment and vehicles 1,709,257  42,094  920  796,867  (802,095) (19,431) (1,287) 1,726,325    4,124,273  (2,397,948)
Others 85,905  4,853  26,369  39,941  (75,813) (7,214) -    74,041    288,406  (214,365)
Total 2,967,428  149,756  31,441  1,286,044  (1,320,135) (73,065) (5,814) 3,035,655    7,887,055  (4,851,400)

 

                      Carrying amount
  At December 31, 2024 Cumulative translation adjustments (CTA) Effects of the application of IAS 29 (hyperinflation) Additions Depreciation Write-offs Transfers  Reclassified to assets held for sale (i) At September 30, 2025   Acquisition cost Depreciation
Buildings 1,235,289  (64,283) 4,878  299,444  (356,312) (4,810) (28,264) (410) 1,085,532    3,345,834  (2,260,302)
Machinery, equipment and vehicles 1,726,325  (31,263) 342  336,703  (539,776) (157,972) 28,264  -    1,362,623    4,150,357  (2,787,734)
Others 74,041  (8,599) 630  46,804  (43,180) -    -    -    69,696    252,236  (182,540)
Total 3,035,655  (104,145) 5,850  682,951  (939,268) (162,782) -    (410) 2,517,851    7,748,427  (5,230,576)

 

(i) Effect related to the reclassification of SLU's asset balances to the line of assets held for sale, as note 1.3.2 - Sale of subsidiary

 

 

AMBEV S.A.

 
10.TRADE PAYABLES
  09/30/2025 12/31/2024
     
Trade payables 18,333,267  24,042,927 
Related parties 991,494  1,180,595 
Current 19,324,761  25,223,522 
     
Trade payables 134,607  69,368 
Related parties 234,754  258,338 
Non-current 369,361  327,706 
     
Total 19,694,122  25,551,228 

 

The present value adjustment related to the obligations recorded in trade payables, at September 30, 2025 is R$225,209 million (R$210,694 million at December 31, 2024).

 

The subsidiaries in Argentina, Chile, and Panama have discount transactions of endorsed trade bills (trade payables securitization) with vendors in the amount of R$35,941 million at September 30, 2025 (R$76,230 million at December 31, 2024). In general, such discount transactions occur due to legal requirements existing in these jurisdictions. These transactions retain their commercial characteristics, as there are no changes to the previously agreed conditions (amount, terms, or counterparty), and it is the vendor’s discretion to anticipate its receivables. Therefore, these transactions do not result in any additional obligations for the Company.

 

11.INTEREST-BEARING LOANS AND BORROWING

 

  09/30/2025 12/31/2024
     
Secured bank loans 18,734  18,481 
Other secured loans 147,924  145,150 
Lease liabilities 882,478  1,112,760 
Current liabilities 1,049,136  1,276,391 
     
Secured bank loans 80,870  96,940 
Other secured loans 183,196  227,089 
Lease liabilities 1,581,315  1,852,308 
Non-current liabilities 1,845,381  2,176,337 
     
Total 2,894,517  3,452,728 

 

Additional information regarding the exposure of the Company to interest rates, foreign currency risk and debt repayment schedule is disclosed in Note 20 - Financial instruments and risks.

 

11.1 Contractual clauses (covenants)

 

At September 30, 2025, at December 31, 2024, and up to the date of issuance of these consolidated financial statements, no events of default, breaches of covenants, or significant contractual changes occurred that would result in changes to the payment terms of loan and financing agreements.

 

AMBEV S.A.

 

 

11.2 Leasing contracts regarding the term and discount rate (Brazil)

 

The Company estimated the discount rates based on the risk-free interest rates observable in the Brazilian market over the terms of its contracts, adjusted to its specific circumstances (i.e. the credit 'spreads'). These spreads are based on surveys conducted with financial institutions. The table below presents the weighted average rates applied, considering the terms of the existing contracts:

 

  Rate %
Lease Term 09/30/2025
 2025 - 2029  11.64%
 2030 - 2040  12.80%

 

12.PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

 

The Company and its subsidiaries are involved in administrative and judicial proceedings and arbitrations arising from the normal course of business. The assessment of the likelihood of loss, carried out by the Company with the support of its legal advisors, considers the likelihood of the Company position being accepted at the end of the proceedings, considering the applicable legislation, the case law on the subject and the existing evidence. Due to their nature, these proceedings involve inherent uncertainties, including, but not limited to, decisions by courts and tribunals agreements between the parties involved and governmental actions and, as a result, Management cannot, at this stage, estimate the precise timing to conclude such proceedings.

 

12.1 Provisions

 

The lawsuits considered probable of loss are fully provisioned, under the terms of IAS 37 - Provisions, Contingent Liabilities and Contingent Assets, and have a tax, civil or labor nature. Cases are considered likelihood of loss when there is established or binding case law unfavorable to the position defended by the Company and its subsidiaries, or, in the case of factual or evidentiary disputes, when the Company and its subsidiaries do not have the necessary and sufficient evidence to prove the claimed right.

 

12.1.1 Main lawsuits with a probable likelihood of loss

 

Taxes on sales: in Brazil, the Company and its subsidiaries are parties to various administrative and judicial proceedings related to ICMS, IPI, PIS and COFINS taxes, considered as probable likelihood of loss. Such proceedings include, among others, tax offsetting, appropriation of tax credits and alleged insufficient payment of the respective taxes.

 

Labor: the Company and its subsidiaries are parties to labor lawsuits considered likely to result in loss, involving former employees, including those from outsourced service providers. The main issues involve overtime and related effects and respective charges.

 

Civil: the Company and its subsidiaries are involved in civil proceedings considered as representing a probable likelihood of loss. The most relevant portion of these lawsuits was filed by former distributors, mainly in Brazil, mostly claiming damages resulting from the termination of their contracts with the Company.

 

Other taxes: refer to provisions for lawsuits concerning taxes unrelated to sales or income taxation. The uncertain tax treatments related to income taxes with a prognosis of probable loss have their value reported directly in the income tax and social contribution payable line, as per IFRIC 23 - Uncertainty on the Treatment of Income Taxes.

 

 

AMBEV S.A.

 

 

 

12.1.2 Provisions changes

 

  Tax on sales Labor Civil Other taxes Restructuring Total
Balance at December 31, 2023 282,172  149,937  340,177  202,447  3,270  978,003 
CTA effect -    1,285  305  12,416  654  14,660 
Constituted provisions 148,661  294,740  144,887  39,769  24,754  652,811 
Consumed provisions (33,554) (205,810) (89,949) (19,695) (24,106) (373,114)
Reversed provisions (71,373) (45,042) (23,399) (20,731) -    (160,545)
Balance at December 31, 2024 325,906  195,110  372,021  214,206  4,572  1,111,815 
CTA effect -    (2,653) (3,913) (8,751) (497) (15,814)
Constituted provisions 156,940  185,320  61,660  254,569  13,995  672,484 
Consumed provisions (33,608) (132,618) (131,177) (10,608) (14,280) (322,291)
Reversed provisions (44,072) (37,701) (116,306) (21,428) -    (219,507)
Balance at September 30, 2025 405,166  207,458  182,285  427,988  3,790  1,226,687 

 

12.1.3 Expected settlement of provisions

 

  09/30/2025   12/31/2024
  Current Non-current Total   Current Non-current Total
Tax on sales 172,191  232,975  405,166    158,717  167,189  325,906 
Labor 82,404  125,054  207,458    55,700  139,410  195,110 
Civil 145,090  37,195  182,285    188,357  183,664  372,021 
Other taxes 68,093  359,895  427,988    33,565  180,641  214,206 
Total provision for disputes and litigation 467,778  755,119  1,222,897    436,339  670,904  1,107,243 
Restructuring 3,790  -    3,790    4,572  -    4,572 
Total provisions 471,568  755,119  1,226,687    440,911  670,904  1,111,815 

 

The expected settlement of provisions was based on Management’s best estimate, in line with their internal and external legal advisors’ assessments, at the consolidated balance sheet date.

 

12.2 Contingencies

 

The Company and its subsidiaries maintain administrative and judicial disputes with fiscal authorities in Brazil related to certain tax positions adopted when calculating the income tax and social contribution, which, based on Management’s current evaluation, probably are going to be accepted in superior court decisions of last instance, considering the regular compliance with tax laws, case law, and evidence produced, in line with IFRIC 23 - Uncertainty over Income Tax Treatments. The Group is also part on tax proceedings related to other taxes, which involve possible loss risk, according to Management's assessment. To these uncertain tax treatments and possible contingencies there are no constituted provision, due to the prognosis assessment carried out. Such proceedings represent the following estimates.

 

  09/30/2025 12/31/2024
     
Income tax and social contribution 68,132,422  65,174,567 
Value-added and excise duties 27,218,944  28,139,743 
PIS and COFINS 1,873,658  2,032,464 
Others 2,623,851  2,552,048 
  99,848,875  97,898,822 

 

Contingencies with a remote risk of loss are not disclosed, as the possibility of any settlement is remote, in accordance with IAS 37 - Provisions, Contingent Liabilities and Contingent Assets.

 

The Company and its subsidiaries have guarantee-insurance bonds and letters of guarantee for some legal proceedings, presented as guarantees on civil, labor and tax lawsuits.

 

 

AMBEV S.A.

 

 

12.2.1 Main contingencies with a possible risk of loss

 

The changes in the amount of contingencies reported relate mainly to the increase resulting from monetary restatement. In addition, the main process classified with a possible loss probability, which relevant changed until September 30, 2025, are summarized in the table below, along with their respective estimated values involved in the cases.

 

 

Uncertainty over the treatment of income taxes

In accordance with IFRIC 23 (note 8.1 - Income tax and social contribution)

Estimates

(in million of Brazilian Reais)

# Description of the main processes 09/30/2025 12/31/2024
1

Disallowance of tax paid abroad

Since 2014, the Company has been receiving tax assessments, relating to calendar years from 2007 onwards, which disallow the use of foreign tax credits relating to income tax paid abroad by its controlled companies. The Company is challenging these assessments in the administrative and judicial courts. In November 2019, a final favorable decision was issued by the Administrative Council of Tax Appeals (“CARF”) canceling the assessment regarding one of the cases, covering the calendar year 2010. For cases involving calendar years 2015 and 2016, the Company received unfavorable decisions, in the administrative level, in three out of four cases. The Company filed a lawsuit to discuss the matter and awaits a decision by the first-instance judicial court. In July 2024, the Lower Administrative Court rendered a favorable decision to the Company in one case related to the 2012 calendar year (approximately R$1.4 billion). The Company awaits the notification of the decision in order to assess, together with its external advisors, any potential impacts on the likelihood of loss of this portion of the contingency. In January 2025, the Company received new assessments related to the 2019 calendar year and submitted administrative defenses. In September 2025, Ambev received an unfavorable decision, which it has appealed to the Lower Administrative Court. which are pending judgment. The other cases are still awaiting final decisions at both administrative and judicial courts.

In connection with the disallowance of tax paid abroad, the RFB filed additional tax assessments to charge isolated fines due to the lack of monthly prepayments of income tax as a result of allegedly undue deductions of taxes paid abroad. The Company has received tax assessments charging such fines for the calendar years 2015 to 2019. For the tax assessments related to the periods of 2016, 2018 and 2019, Ambev received unfavorable decisions from the first-level administrative court and filed appeals in connection therewith, which are pending judgment by the Lower Administrative Court. In August 2024, for the tax assessments related to the periods of 2015 and 2017, Ambev received an unfavorable decision by the Lower Administrative Court for the case related to the calendar year of 2015, which was confirmed by the Upper Administrative Court in August 2025 and will be appealed to the judicial court by Ambev; and a favorable decision for the case related to the calendar year of 2017, which is not final and the tax authorities have filed an appeal to the Upper Administrative Court.

The updated assessed value of this uncertain tax treatment, in accordance with IFRIC 23 - Uncertainty over Income Tax Treatments, is approximately R$18.4 billion as of September 30, 2025 (R$15.9 billion as of December 31, 2024), and, due to the assessment of the likelihood of loss, no provision was made in the period. This uncertain tax treatment, according to IFRIC, regarding income tax credits paid abroad, continued to be applied by the Company and impacted subsequent calendar years to those assessed (2018, 2020-2024). If new questions arise in the future, on the same basis and with the same grounds as the tax assessments mentioned, the Company estimates that the outcome of these potential new discussions would be consistent with the periods already assessed.

18,450

15,932

 

2

Disallowance on Income Tax deduction

In January 2020, Arosuco (a subsidiary of Ambev) received a tax assessment from the IRS, relating to the calendar years 2015 to 2018, disallowing the tax reduction benefit provided for in “MP” No. 2,199-14/2001, based on Operating Profit, and filed an administrative challenge. In October 2020, Arosuco was notified of the unfavorable decision in the administrative first instance and filed an appeal against the aforementioned decision.

In February 2024, the Lower Administrative Court rendered a partially favorable decision in favor of Arosuco recognizing its right to benefit from the income tax reduction, which was confirmed on appeal in August 2025. The unfavorable portion relates to the claim regarding a difference in the methodology for calculating the benefit and IOC distribution and concerns approximately R$ 100 million. As a result of the portion of the decision that was favorable to Arosuco, the possible contingency was reduced by R$2.8 billion in the period, due to its definitive write-off.

The updated assessed value of this uncertain tax treatment, in accordance with IFRIC 23 - Uncertainty over Income Tax Treatments, is approximately R$0,2 billion as of September 30, 2025 (R$2.9 billion as of December 31, 2024). Due to the assessment of the likelihood of loss, no provision was made in the period.

This uncertain tax treatment, according to IFRIC 23, affected subsequent calendar years to those assessed (2019 to 2024), during which Arosuco similarly benefited from the tax reduction provided for in the aforementioned Provisional Measure 2,199-14/2001. If there are any new inquiries in the future on the same matter, on the same bases and with the same grounds as the tax assessments mentioned, Arosuco estimates that the outcome of these potential new discussions would be consistent with the period already assessed.

0.188 2,861

 

 

AMBEV S.A.

 

 

 

  Indirect taxes

Estimates

(in million of Brazilian Reais)

# Description of the main process 09/30/2025 12/31/2024
1

ICMS-ST Trigger

Over the years, Ambev has received tax assessments to charge supposed ICMS differences considered due when the price of the products sold by Ambev is above the fixed price table basis established by the relevant states, cases in which the state tax authorities contend that the calculation basis should be based on a value-added percentage over the actual prices and not the fixed table price. Ambev is currently challenging those charges before the courts. The cases are being challenged at both the administrative and judicial levels. In February 2025, the Supreme Court rendered its judgment on Topic 816, establishing a limit of 20% for late payment fines. This decision is applicable to certain cases under consideration and represents a reclassification of potential loss from possible to remote, amounting to R$0.8 billion reais. In July 2025, Law No. 25,378/2025 of the state of Minas Gerais, which limits the application of isolated fines to maximum of 50% of the tax due, was enacted. This law is applicable to a portion of the cases under discussion and resulted in a reclassification of approximately R$1.0 billion Brazilian real from possible to remote loss.

The Company estimates that the total updated amount of possible risk involved in the processes related to this matter, as of September 30, 2025, is approximately R$10.4 billion (R$12 billion on December 31st, 2024).

10,449 11,966

 

12.2.2 Tax Proceeding Initiated by the Group

 

The Company is also a party on other tax proceedings in which it is the plaintiff and discusses the possibility of recovering or avoiding the payment of taxes that, in the Administration's view, lack constitutional and/or legal support for their enforcement. As disclosed on the accounting policy, the Company does not recognize contingent assets in its financial statements. If the inflow of economic benefits becomes probable, based on a forecast assessment conducted by external legal advisors in conjunction with the internal assessment of the Administration, the Company discloses the contingent asset. When the inflow of economic benefits becomes virtually certain, such as when a final judgment is rendered in the case and the gain can be reliably estimated, the asset is no longer contingent, and the Company recognizes it in the financial statements in period in which the estimate has changes.

 

The contingent assets with relevant changed until September 30, 2025, are summarized in the table below.

 

  Contingent assets
# Description of the main processes
1

Cerbuco Brewing Inc. arbitration

Cerbuco Brewing Inc. (“Cerbuco”), a Canadian subsidiary of Ambev, owns a 50% equity ownership in Cerveceria Bucanero S.A. (“Bucanero”), a joint venture in Cuba. In 2021, Cerbuco initiated an arbitration proceeding at the International Chamber of Commerce (“ICC”), relating to a potential breach of certain obligations in connection with the joint venture. On 24 October 2024, the ICC released an arbitration award partially favorable to Cerbuco. The decision is final and the second phase of the arbitration for quantification of damages is ongoing. In May 2025, Cerbuco was notified of an annulment action filed by Coralsa (its partner in the joint venture) in Paris, against the arbitral award. The proceedings are ongoing, and no decision has been rendered in the case to date. The outcome of both proceedings which may trigger other actions, including reevaluating IFRS 10 - Consolidated Financial Statements application.

2

Federal taxation on VAT Incentives

After the enactment of Law No. 14,789, effective as of Jan 1st, 2024, the VAT incentives deemed as “government grants for investment”, began being taxed for IRPJ/CSLL and PIS/COFINS purposes. With that respect, Ambev and some of its subsidiaries in Brazil have filled their own legal procedures to challenge the legal aspects of the newly enacted Law. During 2024 and 2025, some of the companies obtained favorable judicial decisions related to VAT Incentives deemed as ICMS presumed credits which relief them, from the calculation periods starting after each decision was issued, from taxing IRPJ/CSLL and PIS/COFINS, having those decisions amounted to, until September 30, 2025, the accumulated amounts of R$139 million and R$457 million, respectively.

 

 

AMBEV S.A.

 

 

13.CHANGES IN EQUITY

 

13.1 Issued capital

 

At September 30, 2025, the authorized and issued capital, fully subscribed and paid in, amounting to R$58,275,696 (R$58,226,036 in September 30, 2024) was composed of 15,761,639 common shares (15,757,657 in September 30, 2024), book entry, registered, and with no par value, distributed as follows:

 

  09/30/2025   09/30/2024
Shareholder Thousands of common shares %   Thousands of common shares %
Interbrew International GmbH 8,441,666  53.57%   8,441,665  53.57%
Ambrew S.A.R.L. 1,287,740  8.17%   1,287,671  8.17%
Fundação Zerrenner 1,609,987  10.21%   1,609,987  10.22%
Market (free float) 4,253,041  26.98%   4,388,852  27.85%
Treasury shares 169,205  1.07%   29,482  0.19%
  15,761,639  100.00%   15,757,657  100.00%

 

  09/30/2025   09/30/2024
  Thousands of common shares Thousands of Real   Thousands of common shares Thousands of Real
Opening balance 15,757,657  58,226,036    15,753,833  58,177,929 
Capital increase (i) 3,982  49,660    3,824  48,107 
Balance at the end of the period 15,761,639  58,275,696    15,757,657  58,226,036 

 

(i) Capital increase related to the issue of shares, under Company’s share-based payment programs.

 

13.2 Capital reserves

 

  Capital Reserves   
  Treasury shares  Share Premium  Other capital reserves  Share-based Payments   Total 
Balance at January 1, 2024 (1,011,949) 53,662,811  700,898  2,127,804  55,479,564 
Gains/(losses) of controlling interest -    -    -    1,958  1,958 
Share buybacks, results from treasury shares, and share-based payments (302,714) -    -    192,166  (110,548)
Balance at September 30, 2024 (1,314,663) 53,662,811  700,898  2,321,928  55,370,974 

 

  Capital Reserves   
  Treasury shares  Share Premium  Other capital reserves  Share-based Payments   Total 
Balance at January 1, 2025 (1,332,743) 53,662,811  700,898  2,305,444  55,336,410 
Share buybacks, results from treasury shares, and share-based payments (1,737,943) -    -    168,510  (1,569,433)
Balance at September 30, 2025 (3,070,686) 53,662,811  700,898  2,473,954  53,766,977 

 

13.2.1 Share buyback and treasury shares results

 

Treasury shares represent the Company’s own issued shares that have been repurchased by the Company. The results of treasury shares refer to gains and losses arising from share-based payment transactions and others related items. The changes in treasury shares are as follow:

 

  Acquisition/(realization of shares)   Results from treasury shares   Total treasury shares
  Thousands of shares   Thousands of Brazilian Reais   Thousands of shares   Thousands of Brazilian Reais
Balance at January 1, 2024 4,384    (63,095)   (948,854)   (1,011,949)
Changes during the year 25,098    (300,689)   (2,025)   (302,714)
Balance at September 30, 2024 29,482    (363,784)   (950,879)   (1,314,663)

 

 

AMBEV S.A.

 

 

  Acquisition/(realization of shares)   Results from treasury shares   Total treasury shares
  Thousands of shares   Thousands of Brazilian Reais   Thousands of shares   Thousands of Brazilian Reais
Balance at January 1, 2025 29,807    (365,626)   (967,117)   (1,332,743)
Changes during the year 139,398    (1,744,042)   6,099    (1,737,943)
Balance at September 30, 2025 169,205    (2,109,668)   (961,018)   (3,070,686)

 

13.2.2 Share-based payment

Different share-based payment programs allow the Group’s senior management to acquire shares in the Company (Note 19 – Share-based payments). The share-based payment reserve recorded an expense of R$306,106 on September 30, 2025 (R$290,447 at September 30, 2024).

 

13.3 Net income reserves

 

  Profit reserves  
  Investment reserve  Legal reserve   Fiscal incentives Total
Balance at January 1, 2024 25,786,098  4,456  17,399,286  43,189,840 
Balance at September 30, 2024 25,786,098  4,456  17,399,286  43,189,840 

 

  Profit reserves  
  Investment reserve  Legal reserve   Fiscal incentives Total
Balance at January 1, 2025 36,125,152  4,456  17,507,411  53,637,019 
Dividends (496,600) -    -    (496,600)
Balance at September 30, 2025 35,628,552  4,456  17,507,411  53,140,419 

 

There was no change in profit reserves in the third quarter of 2024 and of 2025.

 

13.3.1 Tax incentives

 

The tax incentives recognized by the Company in its net equity, under profit reserves, relate to industrial development programs that aim at the fostering of employment generation, increasing of regional decentralization, in addition to complementing and diversifying the industrial bases of some regions and states in Brazil. In these states, the grace periods and incentive terms are set out in normative acts issued by the respective states, and when there are conditions for obtaining these grants, they are under the Company’s control. The tax treatment of states incentives complies with the provisions of current federal, state, and municipal legislation, particularly Complementary Federal Law No. 160/2017 and CONFAZ Agreement No. 190/2017. Following the revocation of Article 30 of Federal Law No. 12,973/14 by Federal Law No. 14,789/23, the state tax incentives in the form of presumed ICMS credits have ceased to be allocated to the tax incentive reserve, starting from 2024. The other federal and state tax incentives continue to be recognized as reserve.

 

13.3.2 Interest on capital/dividends

 

Event Approval Type Date of payment Year Type of share Amount per share Total amount
Board of Directors’ Meeting 02/25/2025 Dividends 04/04/2025 2025 ON 0.1276 1,997,499 
Board of Directors’ Meeting 7/5/2025 Dividends 07/07/2025 2025 ON 0.1280 2,000,739 
Board of Directors’ Meeting 07/30/2025 Dividends 6/10/2025 2025 ON 0.1283 2,000,488 
              5,998,726 

 

Distribution dividends–February/2025 resolution: on meeting held on February 25, 2025, the Board of Directors approved the distribution of dividends at a rate of R$0.1276 per share of the Company, based on the available balances in the balance sheet of January 31, 2025, which were treated as part of the mandatory minimum dividends for the 2025 fiscal year, and the remainder was allocated to the Investments Reserve constituted in previous fiscal years. The payment of dividends was made on April 04, 2025.

 

AMBEV S.A.

 

 

Distribution dividends–May/2025 resolution: on meeting held on May 07, 2025, the Board of Directors approved the distribution of dividends at a rate of R$0.1280 per share of the Company, based on the available balances in the balance sheet of March 31, 2025, which were treated as part of the mandatory minimum dividends for the 2025 fiscal year. The payment of dividends was made on July 07, 2025.

 

Distribution dividends- July/2025 resolution: on the meeting held on July 30, 2025, the Board of Directors approved the distribution of dividends at a rate of R$0.1283 per share of the Company, based on the available balances in the balance sheet of June 30, 2025, which were treated as part of the mandatory minimum dividends for the 2025 fiscal year. The payment of dividends was made on October 06, 2025.

 

AMBEV S.A.

 

13.4 Carrying value adjustments

 

  Carrying value adjustments  
  Translation reserves Cash flow hedge Actuarial gains/ (losses) Gains/(losses) of non-controlling interest’s share Other movements Business combination Accounting adjustments for transactions between shareholders Total
Balance at January 1, 2024 (2,458,382) 697,825  (678,235) (81,172) (64,503) 156,091  (75,449,667) (77,878,043)
Comprehensive income:                
Gains/(losses) on cumulative translation adjustments [CTA] 3,998,332  -    -    -    -    -    -    3,998,332 
Cash flow hedges -    (101,858) -    -    -    -    -    (101,858)
Actuarial gains/(losses) -    -    536  -    -    -    -    536 
Total comprehensive income  3,998,332  (101,858) 536  -    -    -    -    3,897,010 
Gains/(losses) of controlling interest 385,670  (578) (1,174) 133,373  -    -    -    517,291 
Taxes on deemed dividends -    -    -    -    (17,276) -    -    (17,276)
Balance at September 30, 2024 1,925,620  595,389  (678,873) 52,201  (81,779) 156,091  (75,449,667) (73,481,018)

 

  Carrying value adjustments  
  Translation reserves Cash flow hedge Actuarial gains/ (losses) Gains/(losses) of non-controlling interest’s share Other movements Business combination Accounting adjustments for transactions between shareholders Total
Balance at January 1, 2025 6,121,951  1,248,882  (602,521) 74,007  (94,246) 156,091  (75,461,490) (68,557,326)
Comprehensive income:                
Gains/(losses) on cumulative translation adjustment [CTA] (10,440,425) -    -    -    -    -    -    (10,440,425)
Cash flow hedges -    (1,514,838) -    -    -    -    -    (1,514,838)
Actuarial gains/(losses) -    -    (504) -    -    -    -    (504)
Total comprehensive income  (10,440,425) (1,514,838) (504) -    -    -    -    (11,955,767)
Gains/(losses) of controlling interest -    -    -    1,828  -    -    -    1,828 
Taxes on deemed dividends -    -    -    -    (62,230) -    -    (62,230)
Other -    -    (11,728) -    -    -    -    (11,728)
Balance at September 30, 2025 (4,318,474) (265,956) (614,753) 75,835  (156,476) 156,091  (75,461,490) (80,585,223)

 

 

AMBEV S.A.

 

 

14.SEGMENT REPORTING

 

(a)Reportable segments nine-month period ended on September 30,:
  Brazil CAC Latin America – South Canada Consolidated
  2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
                     
Net sales 35,036,473  34,886,737  8,180,388  7,753,204  12,323,230  12,392,401  7,894,743  7,384,909  63,434,834  62,417,251 
Cost of sales (17,488,790) (17,558,979) (3,711,118) (3,593,146) (6,586,284) (6,775,847) (3,325,668) (3,163,605) (31,111,860) (31,091,577)
Gross profit 17,547,683  17,327,758  4,469,270  4,160,058  5,736,946  5,616,554  4,569,075  4,221,304  32,322,974  31,325,674 
Distribution expenses (4,484,098) (4,649,879) (652,491) (673,994) (1,548,919) (1,603,059) (1,331,202) (1,342,821) (8,016,710) (8,269,753)
Sales and marketing expenses (3,514,447) (3,501,598) (571,257) (583,592) (1,219,905) (1,285,951) (857,130) (752,538) (6,162,739) (6,123,679)
Administrative expenses (2,713,495) (2,770,356) (331,789) (327,902) (680,110) (708,554) (544,811) (506,588) (4,270,205) (4,313,400)
Other operating income/(expenses) 1,741,445  1,671,133  2,871  8,313  32,197  18,793  (8,331) 9,695  1,768,182  1,707,934 
Exceptional items (21,100) (13,334) 878,202  (7,547) (68,305) (11,538) (15,896) (15,759) 772,901  (48,178)
Income from operations 8,555,988  8,063,724  3,794,806  2,575,336  2,251,904  2,026,245  1,811,705  1,613,293  16,414,403  14,278,598 
Net financial results                 (2,916,360) (1,703,692)
Share of results of associates and joint ventures                 (8,130) 1,822 
Income before income tax                 13,489,913  12,576,728 
Income tax expenses                 (2,030,978) (2,754,357)
Net income                 11,458,935  9,822,371 
                     
Acquisitions of property, plant and equipment 2,117,829  2,053,198  310,522  367,684  380,126  635,312  151,821  173,794  2,960,298  3,229,988 

 

 

AMBEV S.A.

 

 

(continued)

 

  Brazil CAC Latin America – South Canada Consolidated
  09/30/2025 12/31/2024 09/30/2025 12/31/2024 09/30/2025 12/31/2024 09/30/2025 12/31/2024 09/30/2025 12/31/2024
                     
Segment assets 57,761,351  57,775,680  13,898,444  16,742,086  22,479,685  28,247,805  16,176,823  18,394,281  110,316,303  121,159,852 
Inter-segment eliminations                 (4,076,252) (4,607,706)
Non-segmented assets (i)                 34,514,944  45,955,803 
Total assets                 140,754,995  162,507,949 
                     
Segment liabilities 26,519,838  34,429,339  4,821,212  6,814,181  5,890,137  9,146,093  4,295,809  4,976,576  41,526,996  55,366,189 
Inter-segment eliminations                 (4,076,104) (4,607,698)
Non-segmented liabilities (i)                 103,304,103  111,749,458 
Total liabilities                 140,754,995  162,507,949 

 

(i) The balance of non-segmented assets refers mainly to cash and cash equivalents, taxes, and investments. The balance of non-segmented liabilities refers primarily to equity, taxes and derivatives.

 

Non-current assets attributed to Brazil (the Company’s country of domicile) and to Canada amounted to R$44,304,747 and R$14,056,792, respectively, at September 30, 2025 (R$44,725,285 and R$16,131,204, respectively, at December 31, 2024. Net revenue attributable to the Company's operations in Argentina totaled R$5,418,145 for the nine-month period ended September 30, 2025 (R$6,984,909 as of September 30, 2024), and the segmented non-current assets related to the same country totaled R$9,600,966 for the same period ended September 30, 2025 (R$12,576,758 as of December 31, 2024).

 

 

AMBEV S.A.

 

 

(b)Reportable segments – three-month period ended on September 30,:

 

  Brazil CAC Latin America – South Canada Consolidated
  2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
                     
Net sales 11,760,326  11,959,311  2,738,890  2,858,513  3,491,946  4,381,830  2,856,100  2,897,085  20,847,262  22,096,739 
Cost of sales (5,900,770) (5,954,799) (1,208,899) (1,288,860) (1,808,645) (2,498,055) (1,201,691) (1,230,889) (10,120,005) (10,972,603)
Gross profit 5,859,556  6,004,512  1,529,991  1,569,653  1,683,301  1,883,775  1,654,409  1,666,196  10,727,257  11,124,136 
Distribution expenses (1,452,749) (1,520,653) (207,645) (247,973) (420,507) (550,900) (478,767) (508,739) (2,559,668) (2,828,265)
Sales and marketing expenses (1,109,528) (1,093,784) (188,627) (225,783) (346,717) (421,107) (275,034) (287,334) (1,919,906) (2,028,008)
Administrative expenses (893,538) (968,082) (94,028) (113,651) (194,660) (274,199) (172,785) (174,070) (1,355,011) (1,530,002)
Other operating income/(expenses) 565,861  565,522  5,771  2,142  15,815  26,382  (20,318) 1,275  567,129  595,321 
Exceptional items (3,801) (6,497) 883,026  (3,387) (33,908) (6,747) 159  (2,251) 845,476  (18,882)
Income from operations 2,965,801  2,981,018  1,928,488  981,001  703,324  657,204  707,664  695,077  6,305,277  5,314,300 
Net financial results                 (1,085,993) (681,525)
Share of results of associates and joint ventures                 (5,392) 36,844 
Income before income tax                 5,213,892  4,669,619 
Income tax expenses                 (350,172) (1,103,318)
Net income                 4,863,720  3,566,301 

 

The net revenue attributable to the Company's operations in Argentina amounted to R$1,023,216 billion in the three-month period ended September 30, 2025 (R$2,284,857 billion in the three-month period ended September 30, 2024).

 

AMBEV S.A.

 

 

(c)Additional information – by business unit – nine and three-month periods ended on September 30,:

 

  nine-month period ended September 30:   Three-month period ended September 30:
  Brazil   Brazil
  Beer NAB Total    Beer NAB Total 
  2025 2024 2025 2024 2025 2024   2025 2024 2025 2024 2025 2024
                           
Net sales 28,667,586  28,885,252  6,368,887  6,001,485  35,036,473  34,886,737    9,677,215  9,886,331  2,083,111  2,072,980  11,760,326  11,959,311 
Cost of sales (13,870,464) (14,252,701) (3,618,326) (3,306,278) (17,488,790) (17,558,979)   (4,749,679) (4,825,072) (1,151,091) (1,129,727) (5,900,770) (5,954,799)
Gross profit 14,797,122  14,632,551  2,750,561  2,695,207  17,547,683  17,327,758    4,927,536  5,061,259  932,020  943,253  5,859,556  6,004,512 
Distribution expenses (3,516,969) (3,727,702) (967,129) (922,177) (4,484,098) (4,649,879)   (1,156,559) (1,196,033) (296,190) (324,620) (1,452,749) (1,520,653)
Sales and marketing expenses (3,162,525) (3,140,534) (351,922) (361,064) (3,514,447) (3,501,598)   (973,582) (969,168) (135,946) (124,616) (1,109,528) (1,093,784)
Administrative expenses (2,375,850) (2,409,986) (337,645) (360,370) (2,713,495) (2,770,356)   (781,894) (843,057) (111,644) (125,025) (893,538) (968,082)
Other operating income/(expenses) 1,387,714  1,359,101  353,731  312,032  1,741,445  1,671,133    467,100  461,649  98,761  103,873  565,861  565,522 
Exceptional items (21,100) (13,334) -    -    (21,100) (13,334)   (3,801) (6,497) -    -    (3,801) (6,497)
Income from operations 7,108,392  6,700,096  1,447,596  1,363,628  8,555,988  8,063,724    2,478,800  2,508,153  487,001  472,865  2,965,801  2,981,018 
Net financial results         (1,511,736) (1,097,617)           (539,582) (401,486)
Share of results of associates and joint ventures         (8,057) 2,691            (5,286) 36,592 
Income before income tax         7,036,195  6,968,798            2,420,933  2,616,124 
Income tax expenses         23,080  (766,215)           313,099  (450,639)
Net income         7,059,275  6,202,583            2,734,032  2,165,485 

 

 

 

 

 

AMBEV S.A.

 
15.NET SALES

 

In accordance with Brazilian Federal Law No 6,404/76, the Company discloses the reconciliation between gross and net sales presented in the consolidated statement of profit or loss. The revenue figures by operational segment are disclosed in Note 14 – Segment reporting.

 

  Nine-month period ended:   Three-month period ended:
  09/30/2025 09/30/2024   09/30/2025 09/30/2024
           
Gross sales 94,324,099  93,425,564    31,023,012  33,120,469 
Excise duty (19,813,613) (19,436,205)   (6,626,253) (6,989,973)
Discounts (11,075,652) (11,572,108)   (3,549,497) (4,033,757)
Total 63,434,834  62,417,251    20,847,262  22,096,739 

 

At September 30, 2025 the Company recognized R$1,138,664 in tax incentives (R$1,041,002 at September 30, 2024). These amounts represent government grants in the nature of effective tax collection, which were recognized in the operating net revenue.

 

Additionally, in the three-month period ended September 30, 2025, the Company recognized R$403,141 (R$366,779 in the three-month period ended September 30, 2024) under the same nature and accounting classification.

 

16.OTHER OPERATING INCOME/(EXPENSES)

 

  Nine-month period ended:   Three-month period ended:
  09/30/2025 09/30/2024   09/30/2025 09/30/2024
           
Government grants and subsidized loan gains 1,357,939  1,301,119    484,743  479,441 
Prior-year credits/(debits) -    22,913    -    22,913 
(Additions to)/reversals of provisions (83,962) (19,910)   (9,190) (8,009)
Gains/(losses) on disposals of property, plant and equipment, intangible assets and investments in of associates 71,948  74,887    9,870  32,998 
Other operating income/(expenses), net 422,257  328,925    81,706  67,978 
Total 1,768,182  1,707,934    567,129  595,321 

 

17.EXCEPTIONAL ITEMS

 

  Nine-month period ended:   Three-month period ended:
  09/30/2025 09/30/2024   09/30/2025 09/30/2024
           
Restructuring (i) (110,961) (47,371)   (38,556) (18,401)
Result on sale of subsidiary (ii) 884,467  -      884,467  -   
Effects of the application of IAS 29 (hyperinflation) (605) (807)   (435) (481)
Total 772,901  (48,178)   845,476  (18,882)

 

(i) The restructuring expenses primarily relate to organizational realignments resulting from the Group’s operational improvements, resizing initiatives and digitalization efforts.

 

(ii) As disclosed in Note 1 - Corporate Information, item 1.3.2 – Sale of subsidiary.

 

 

AMBEV S.A.

 

 

18.FINANCIAL RESULTS

 

  Nine-month period ended:   Three-month period ended:
  09/30/2025 09/30/2024   09/30/2025 09/30/2024
Finance income          
Income from cash and cash equivalents 863,310  1,008,455    271,744  278,719 
Income from debt securities 126,034  71,368    45,466  33,558 
Income from other receivables (i) 462,012  523,596    72,506  190,181 
Other finance income 564,307  42,629    281,834  13,109 
Total finance income 2,015,663  1,646,048    671,550  515,567 
           
Finance expenses          
Interest on accounts payable present value adjustment (817,359) (860,154)   (271,889) (245,661)
Interest on bank debts and tax incentives (129,890) (142,342)   (42,288) (49,115)
Interest on provisions for disputes and litigation (292,572) (153,105)   (204,661) (59,059)
Interest on leases (188,603) (123,769)   (67,044) (45,031)
Interest on pension plans (82,251) (82,400)   (27,025) (28,886)
Other interest expenses (ii) (363,260) (410,162)   (106,815) (147,644)
Losses on hedging instruments (iii) (837,827) (513,464)   (283,148) (170,325)
Taxes on financial transactions (217,270) (146,601)   (97,461) (45,725)
Bank guarantee expenses and surety bond premiums (213,178) (215,150)   (42,771) (98,529)
Other finance expenses  (205,168) (206,508)   (71,409) (46,135)
Total finance expenses (3,347,378) (2,853,655)   (1,214,511) (936,110)
           
Effects of the application of IAS 29 (hyperinflation) (45,206) (243,649)   (18,979) (99,444)
Exchange differences, net (iv) (1,539,439) (252,436)   (524,053) (161,538)
Other net financial results (1,584,645) (496,085)   (543,032) (260,982)
           
Net financial results (2,916,360) (1,703,692)   (1,085,993) (681,525)

 

(i) Refers mainly to monetary adjustments on taxes to be recovered.

 

(ii) Includes, among others, interest related to the financing of tax payments under the 2017 Special Tax Regularization Program (“PERT”).

 

(iii) Refers to the forward element, which may be separated and excluded from the designation of a financial instrument as a hedging instrument, in accordance with IFRS 9- Financial Instruments.

 

(iv) In some jurisdictions where the Group operates, there are additional costs associated with acquiring foreign currency, used for payments to some suppliers as well as for the remittance of earnings to the parent companies.

 

Interest expenses are presented net of the effects of derivative financial instruments used to hedge the Company’s interest rate risk (see also Note 20- Financial instruments and risks).

 

19.SHARE-BASED PAYMENTS

 

Currently, the Company has two share-based payment programs: (i) the Stock Option Plan, approved at the Extraordinary General Meeting held on July 30, 2013 (the “Stock Option Plan”); and (ii) the Share-based Plan approved at the Extraordinary General Meeting of April 29, 2016, as amended at the Extraordinary General Meeting held on April 24, 2020 (“Share-Based Plan”). Each plan may periodically issue different programs stock options, restricted stock units (RSUs) and performance stock units (PSUs). These programs allow employees and members of senior management members, as nominated by the Board of Directors and the People Committee, to acquire shares of the Company through the exercise of stock options or to receive shares directly.

 

19.1 Share-Based Plan

 

During the nine-month period, the Company granted 16,273 thousand restricted and performance shares under the Share-Based Plan (6,787 thousand in September 30, 2024), representing a fair value of approximately R$200,177 in September 30, 2025 (R$85,384 in September 30, 2024).

 

 

AMBEV S.A.

 

The total number of shares granted to employees under the Share-Based Plan, which will be delivered in the future upon the fulfilment of certain conditions, is presented below:

 

Restricted and performance stock units

 

Thousand restricted shares 09/30/2025   09/30/2024
       
Restricted and performance stocks outstanding at January 120,417    118,996 
New restricted and performance stocks during the period 16,273    6,787 
Restricted and performance stocks vested during the period (10,990)   (7,307)
Restricted and performance stocks forfeited during the period (5,068)   (3,480)
Restricted and performance stocks outstanding at the end of the period 120,632    114,996 

 

19.2 Options Plan

 

Stock options have neither been granted nor exercised during the periods ended September 30, 2025, and September 30, 2024. The total number of outstanding stock options is as follows:

 

Thousand options 09/30/2025   09/30/2024
       
Options outstanding at January 1 72,466    87,961 
Options forfeited during the period (1,847)   (1,694)
Options outstanding at the end of the period 70,619    86,267 

 

In September 30, 2025the exercise prices of the outstanding options ranged from R$16.34 (R$15.95 at September 30, 2024) to R$22.40 (R$34.18 at September 30, 2024), and the remaining exercise period for these options is up to 50 months. Of the 70,619 thousand outstanding options (86,267 thousand at September 30, 2024), 70,619 thousand options were vested as of September 30, 2025 (68,402 thousand at September 30, 2024).

 

The weighted average exercise price of the options is as follows:

 

In R$ per share 09/30/2025   09/30/2024
       
Options outstanding on January 1 18.26    18.86 
Options forfeited during the period 18.16    18.50 
Options outstanding at the end of the period 19.92    18.93 
Options exercisable at the end of the period 19.92    19.16 

 

The Company carries out periodic share buybacks when necessary to meet demand for shares to be delivered under the plans mentioned above.

 

19.3 Expenses related to share-based payments

 

The share-based payments transactions described above generated an expense of R$307,720 on September 30, 2025 (R$291,812 on September 30, 2024), which was recorded under administrative expenses.

 

 

AMBEV S.A.

 

 

20.FINANCIAL INSTRUMENTS AND RISKS

 

20.1 Categories of financial instruments

 

The financial instruments held by the Company and its subsidiaries are managed based on operational strategies and internal controls designed to assure liquidity, profitability, and security in transaction. Transactions involving financial instruments are regularly reviewed to assess the effectiveness of the risk exposures that management intends to cover (including foreign exchange, and interest rate risk, among others).

 

The table below presents the consolidated financial instruments recognized in the financial statements, classified by category:

 

 Financial instrument items  09/30/2025 12/31/2024
Assets    
Amortized cost    
Cash and cash equivalents (note 5.1) 18,307,699  28,595,666 
Trade receivables excluding prepaid expenses  7,828,836  8,140,218 
Investment securities (note 5.2) 113,757  255,959 
Subtotal 26,250,292  36,991,843 
Fair value through profit or loss    
Investment securities (note 5.2) 1,517,372  1,170,496 
Derivatives hedges (note 20.2) 365,430  1,218,587 
Subtotal 1,882,802  2,389,083 
Total assets 28,133,094  39,380,926 
     
Liabilities    
Amortized cost    
Trade payables (note 10) 19,694,122  25,551,228 
Interest-bearing loans and borrowing (note 11) 2,894,517  3,452,728 
Other liabilities 2,700,309  3,044,314 
Subtotal 25,288,948  32,048,270 
Fair value through profit or loss    
Put options granted on subsidiaries (i) 1,098,762  1,184,177 
Derivatives hedges (note 20.2) 1,256,154  211,441 
Other liabilities 264,846  300,519 
Subtotal 2,619,762  1,696,137 
Total liabilities 27,908,710  33,744,407 

 

(i) Put options granted on subsidiaries: the Company recognized a liability related to the acquisition of the remaining non-controlling interest in the operations in the Dominican Republic. This financial instrument is denominated Dominican Pesos and refers to Tranche B. The instrument is recorded by an entity whose functional currency is the Brazilian Real. The Company designated this financial instrument as a hedging instrument for a portion of its net assets located in subsidiaries whose functional currency is the Dominican Peso, so that the hedge result is recognized in the Group’s other comprehensive income, consistent with the results of the hedged items.

 

At September 30, 2025 and December 31, 2024, the Company did not have any financial assets measured at fair value through other comprehensive income.

 

 

AMBEV S.A.

 

 

20.2 Derivative financial instruments

 

Transactions protected by derivative financial instruments in accordance with the Financial Risk Management Policy

 

              Nine-month period ended: 09/30/2025   Three-month period ended: 09/30/2025
          Fair Value   Gains/(losses)   Gain / (Losses)
Hedge position   Risk Notional   Assets Liabilities   Financial results Operational result Equity   Financial results Operational result Equity
      Forward element Spot element Hedge accounting effect   Forward element Spot element Hedge accounting effect
                             
Cost     19,620,148    364,503  (1,244,638)   (846,716) 788,474  (1,186,789)   (294,137) 94,735  (114,272)
    Commodities 5,219,134    237,001  (159,463)   (77,799) (34,015) 192,802    (32,405) 8,453  124,731 
    US Dollars 14,401,014    127,502  (1,085,175)   (768,917) 822,489  (1,379,591)   (261,732) 86,282  (239,003)
                             
Imports of fixed assets     105,113    509  (7,000)   (1,996) 2,395  (7,326)   (1,430) (142) (95)
    US Dollars 105,113    509  (7,000)   (1,996) 2,395  (7,326)   (1,430) (142) (95)
                             
Expenses     71,902    418  (4,516)   (1,425) 3,979  1,822    (1,066) 2,799  5,713 
    US Dollars 71,902    418  (4,516)   (1,425) 3,979  1,822    (1,066) 2,799  5,713 
Balance at end of the period     19,797,163    365,430  (1,256,154)   (850,137) 794,848  (1,192,293)   (296,633) 97,392  (108,654)

 

 

AMBEV S.A.

 

 

 

      12/31/2024   Nine-month period ended: 09/30/2024   Three-month period ended: 09/30/2024
          Fair Value   Gains/(losses)   Gain / (Losses)
Hedge position   Risk Notional   Assets Liabilities   Financial results Operational result Equity   Financial results Operational result Equity
      Forward element Spot element Hedge accounting effect   Forward element Spot element Hedge accounting effect
                             
Cost     16,309,171    1,202,356  (211,364)   (499,851) 366,409  83,538    (168,587) 341,930  (118,102)
    Commodities 5,026,998    127,867  (204,113)   (223,532) (170) 202,929    (57,753) 49,959  238,812 
    US Dollars 11,282,173    1,074,489  (6,891)   (278,808) 365,594  (119,535)   (111,415) 291,757  (357,175)
    Euros -      -    -      (197) 617  546    (41) 363  405 
    Mexican Pesos -      -    (360)   2,686  368  (402)   622  (149) (144)
                             
Imports of fixed assets     207,906    10,121  (71)   (2,966) 6,565  11,207    371  2,571  1,168 
    US Dollars 207,906    10,121  (71)   (2,966) 6,565  11,207    371  2,571  1,168 
                             
Expenses     57,532    3,451  -      (1,186) 1,911  3,369    (106) 915  794 
    US Dollars 57,532    3,451  -      (1,186) 1,911  3,369    (106) 915  794 
                             
Financial assets     -      2,659  -      10,445  -    -      8,230  -    -   
    US Dollars -      2,659  -      10,445  -    -      8,230  -    -   
Balance at end of the period     16,574,609    1,218,587  (211,441)   (493,558) 374,885  98,114    (160,092) 345,416  (116,140)

 

As disclosed in the Company’s accounting policies, the forward element, which may be separated and excluded from hedge designation, is recognized in the financial result in accordance with IFRS 9 - Financial Instruments.

 

 

 

 

AMBEV S.A.

 

20.2.1 Instrument maturity

 

At September 30, 2025, the Notional and Fair Value amounts, by instrument and maturity, were as follow:

 

    Notional Value
Hedge position Risk 2025 2026 Total
         
Cost   6,341,441  13,278,707  19,620,148 
   Commodities  1,680,575  3,538,559  5,219,134 
   US Dollars  4,660,866  9,740,148  14,401,014 
         
Imports of fixed assets   21,587  83,526  105,113 
  US Dollars  21,587  83,526  105,113 
         
Expenses   13,491  58,411  71,902 
  US Dollars  13,491  58,411  71,902 
    6,376,519  13,420,644  19,797,163 

 

    Fair Value
Hedge position Risk 2025 2026 Total
         
Costs   (569,319) (310,816) (880,135)
  Commodities (43,648) 121,186  77,538 
  US Dollars (525,671) (432,002) (957,673)
         
Imports of fixed assets   (1,937) (4,554) (6,491)
  US Dollars (1,937) (4,554) (6,491)
         
Expenses   (917) (3,181) (4,098)
  US Dollars (917) (3,181) (4,098)
    (572,173) (318,551) (890,724)

 

20.2.2 Margins pledged as guarantees

 

To comply with margin requirements established by derivative exchanges and/or counterparties to certain derivative financial instrument transactions, at September 30, 2025, the Group held R$165,658 financial investments with high liquidity or in cash, classified as cash and cash equivalents and investment securities (R$165,736 at December 31, 2024).

 

20.3 Classification of financial instruments

 

  09/30/2025   12/31/2024
  Level 1 Level 2 Level 3 Total   Level 1 Level 2 Level 3 Total
Financial assets                  
Investment securities 1,517,372  -    -    1,517,372    1,170,496  -    -    1,170,496 
Derivatives assets at fair value through profit and loss -    -    -    -      2,659  -    -    2,659 
Derivatives – operational hedges 106,413  259,017  -    365,430    21,274  1,194,654  -    1,215,928 
  1,623,785  259,017  -    1,882,802    1,194,429  1,194,654  -    2,389,083 
Financial liabilities                  
Put options granted on subsidiaries -    -    1,098,762  1,098,762    -    -    1,184,177  1,184,177 
Other liabilities -    -    264,846  264,846    -    -    300,519  300,519 
Derivatives – operational hedges 82,677  1,173,477  -    1,256,154    52,232  159,209  -    211,441 
  82,677  1,173,477  1,363,608  2,619,762    52,232  159,209  1,484,696  1,696,137 

 

There were no transfers of assets and liabilities among fair value hierarchy Levels 1, 2, and 3 during the periods presented.

 

 

AMBEV S.A.

 

 

20.3.1 Financial instruments level 3

 

PUT CND

 

In accordance with the Shareholders' Agreement of Tenedora CND S.A. ("Tenedora”) – holding company headquartered in the Dominican Republic which owns almost the entire share capital of CND – executed between the Company and E. León Jimenes, S.A. (“ELJ”), ELJ is the owner of 2.89% of the shares of Tenedora, and has a put option for such remaining interest, corresponding to Tranche B as provided in the Agreement. This put option may be exercised by ELJ starting as from 2026 (or prior to that date in the event of a change of control of Tenedora or the sale of all or substantially all of its assets). The Company, in turn, holds call option over the Tranche B shares, exercisable starting from 2029.

 

At September 30, 2025, the Tranche B shares held by ELJ were valued at R$1,098,762 (R$1,184,177 at December 31, 2024). The fair value of Tranche B was calculated based on the EBITDA multiple defined in the agreement, less net debt, and discounted to present value using standard valuation techniques, based on the present value of the principal and future interest, discounted using the local currency WACC as of the measurement date. The valuation inputs are based on market information from reliable sources and are classified within Level 3 of the fair value hierarchy.

 

Contingent consideration on acquisitions of G&W and Banded Peak

 

On January 2020, the Company’s subsidiary in Canada, Labatt Brewing Company Limited, acquired G&W Distilling Inc., a company with a portfolio of ready-to-drink alcoholic beverages. In the same month, Labatt also purchased the shares of Banded Peak Brewing Ltd., a Canadian craft brewery.

 

A portion of the purchase consideration for both transactions included contingent consideration based on the future performance of G&W and Banded Peak after the acquisition. During the first quarter of 2025, Labatt settled the total outstanding amount of the contingent consideration owed to Banded Peak. Additionally, reduction in the balance was mainly due to the change in the fair value of the contingent consideration owed to G&W. Thus, in September 30, 2025, the fair value of the G&W contingent consideration was R$264,846 (R$300,519 in December 31, 2024, including the Banded Peak contingent consideration. Management expects the G&W contingent consideration to be settled during fiscal year 2025.

 

20.3.2 Reconciliation of changes in the liabilities categorized at Level 3

 

Financial liabilities at December 31, 2024 1,484,696 
Settlement of contingent consideration (8,017)
Total gains and losses during the period (113,071)
   Losses/(gains) recognized in net income 99,479 
   Losses/(gains) recognized in equity (212,550)
Financial liabilities at September 30, 2025 1,363,608 

 

20.4 Risk management

 

The Company is exposed to foreign currency, interest rate, commodity price, liquidity and credit risk in the ordinary course of its business. The Company analyzes each of these risks individually and on a consolidated basis to define strategies to manage their economic impact in accordance with its Financial Risk Management Policy.

 

 

AMBEV S.A.

 

 

20.4.1 Market risk

 

20.4.1.1 Interest rate risk: represents of the possibility that the Company may incur losses due to fluctuations in interest rates, which may increase the financial expenses on its financial liabilities, and/or decrease the financial income from its financial assets, as well as negatively impacting the fair value of financial instruments measured at fair value. To mitigate this risk the Company applies a dynamic interest rate hedging approach, whereby the target mix between fixed and floating rate debt is reviewed periodically. The purpose of the Company’s policy is to achieve an optimal balance between the cost of funding and the volatility of financial results, considering market conditions. The Company’s overall business strategy is reviewed periodically.

 

The table below demonstrates the exposure of the Company and its subsidiaries to debts and respective weighted interest rates. As of September 30, 2025, the Company and its subsidiaries did not hold hedge positions to the exposure described below:

 

  09/30/2025   12/31/2024
  Risk   Risk
  Interest rate Amount in Brazilian Real   Interest rate Amount in Brazilian Real
Brazilian Reais 10.9% 1,931,840    10.2% 2,245,099 
Other 14.5% 362,017    13.0% 510,194 
Working capital in Paraguayan Guarani 24.2% 1,549    -    -   
US Dollars 2.1% 10,138    8.0% 3,786 
Canadian Dollars 5.5% 335,623    5.8% 439,367 
Pre-fixed interest rate    2,641,167      3,198,446 
           
           
Brazilian Reais 7.6% 254,899    7.8% 254,282 
Post - fixed interest rate    254,899      254,282 

 

Sensitivity analysis

 

The Company mitigates most of the risks arising from non-derivative financial assets and liabilities through the use of derivative financial instruments. In this context, the Company has identified the main risk factors that could lead to losses on these derivative financial instruments and has developed a sensitivity analysis based on three scenarios that could impact the Company’s future results and/or cash flows.

 

 

AMBEV S.A.

 

 

The sensitivity analysis of exchange rate fluctuations and commodity price variations is presented below:

 

          09/30/2025
Transaction Risk Fair Value Probable scenario Adverse scenario Remote scenario
           
Commodities hedges Increases in commodities price 77,538  119,569  1,382,322  2,687,106 
Input purchases (77,539) (119,789) (1,394,426) (2,711,313)
Foreign exchange hedges Foreign currency increases (957,673) (814,029) 2,642,580  6,242,833 
Input purchases 957,674  812,531  (3,098,263) (7,154,199)
Cost effects   -    (1,718) (467,787) (935,573)
           
Foreign exchange hedges Foreign currency increases (6,491) (6,204) 19,787  46,065 
Capex purchases 6,491  6,204  (29,484) (65,459)
Fixed asset effects   -    -    (9,697) (19,394)
           
Foreign exchange hedges Foreign currency increases (4,098) (3,845) 13,878  31,853 
Expenses 4,098  3,796  (29,099) (62,296)
Results of expense effects   -    (49) (15,221) (30,443)
    -    (1,767) (492,705) (985,410)

 

20.4.1.3 Commodity risk: A significant portion of the Company’s inputs is comprised of commodities, which have historically experienced substantial price fluctuations. The Company's Policy establishes that entering into hedges is an appropriate way to protect the Company against unforeseen fluctuations in prices and foreign exchange rates. The Company therefore uses both fixed-price purchase contracts and derivative financial instruments to minimize its exposure to volatility in the prices of commodities such as aluminum, sugar, wheat, corn and paraxylene. These derivative financial instruments have been designated as cash flow hedges.

 

20.4.2 Credit risk

 

The carrying amounts of cash and cash equivalents, investment securities, trade receivables (excluding prepaid expenses), recoverable taxes and derivative financial instruments are presented net of impairment provisions, and represent the Company’s maximum exposure to credit risk at September 30, 2025. At September 30, 2025, there was no concentration of credit risk on any counterparty in excess of the limits established by the Company’s Credit Risk Policy. Counterparty risk is reassessed on a quarterly basis.

 

Customers

A substantial portion of the Company’s sales is made to distributors, supermarkets, and retailers through a broad distribution network. Credit risk is mitigated by the large number of customers and by the control procedures implemented to monitor this risk. Historically, the Company has not incurred significant losses on receivables from customers.

 

Investments

In order to minimize the credit risk on its investments, the Company has adopted cash and investment allocation procedures that take into account credit limits and credit analysis of financial institutions, thereby avoiding credit concentration, i.e. the credit risk is monitored and minimized by restricting negotiations to a select group of highly rated counterparties.

 

 

AMBEV S.A.

 

 

20.4.3 Liquidity risk

 

Historically, the Company’s primary sources of cash flow have been cash flow from operating activities, debt issuances, bank borrowing and equity securities. Ambev’s material cash requirements have included the following: payments of dividends and interest on capital; capital expenditures; investments in companies; increases in the ownership interests in Ambev’s subsidiaries or in companies in which it holds equity investments; share buyback programs; and debt servicing.

 

The Company believes that its cash flow from operating activities, cash and cash equivalents and short-term financial investments, together with derivatives financial instruments and access to credit facilities, are sufficient to finance its capital expenditure, financial liabilities and dividend payments in the future.

 

              09/30/2025
  Carrying amount Contractual cash flow Less than 1 year 1-2 years 2-3 years 3-5 years More than 5 years
Trade and other payables (i) 31,727,164  33,537,543  30,368,087  153,399  40,583  1,112,920  1,862,554 
Secured bank loans 99,604  128,572  27,846  25,182  25,181  50,363  -   
Other secured loans 331,120  430,892  159,602  129,857  81,259  6,293  53,881 
Lease liabilities  2,463,793  2,960,957  1,071,094  838,761  498,455  336,420  216,227 
  34,621,681  37,057,964  31,626,629  1,147,199  645,478  1,505,996  2,132,662 

 

              12/31/2024
  Carrying amount Contractual cash flow Less than 1 year 1-2 years 2-3 years 3-5 years More than 5 years
Trade and other payables (i) 41,771,683  43,322,074  40,229,728  101,188  (30,267) 1,200,759  1,820,666 
Secured bank loans 115,421  154,869  28,961  25,181  25,182  50,364  25,181 
Other secured loans 372,239  502,104  160,474  147,555  125,823  14,404  53,848 
Lease liabilities  2,965,068  3,470,163  1,319,846  1,003,668  569,066  347,996  229,587 
  45,224,411  47,449,210  41,739,009  1,277,592  689,804  1,613,523  2,129,282 

 

(i) Mainly includes amounts related to suppliers, taxes, fees and contributions payables, dividends and interest on equity payable, salaries and related charges, put options related to the Company’s ownership interests in subsidiaries and other liabilities, except for transactions with related parties.

 

20.4.4 Capital management

 

The Company continuously evaluates and optimizes its capital structure in order to maximize shareholder value while maintaining the desired financial flexibility to execute its strategic projects. In addition to the statutory minimum equity funding requirements applicable to the Company’s subsidiaries in different countries, the Company is not subject to any externally imposed capital requirements. When analyzing its capital structure, the Company uses the same debt ratios and capital classifications that are applied in the financial statements.

 

The company monitors its net debt to ensure the continuity of its operations over the long term.

 

    09/30/2025 12/31/2024
Debt details      
Interest-bearing loans and borrowing current and non-current   2,894,517  3,452,728 
(-) Current investment securities   (1,531,673) (1,242,001)
(-) Cash and cash equivalents   (18,307,699) (28,595,666)
Net debt/(cash)   (16,944,855) (26,384,939)

 

 

AMBEV S.A.

 

 

20.4.5 Foreign currency risk

 

The Company is exposed to foreign currency risk on its borrowing, investments, purchases, dividends and/or interest expenses/income where these are denominated in a currency other than the functional currency of the respective Group entities. The main derivative financial instruments used to manage foreign currency risk are futures contracts, swaps, options, non-deliverable forwards and deliverable forwards.

 

20.5 Offsetting financial assets and liabilities

 

For financial assets and liabilities that are subject to settlement agreements or similar agreements, each agreement between the Company and the counterparty allows such settlement when both parties elect to do so. In the absence of such election, the assets and liabilities are settled at their gross amounts; however, each party retains the option to settle on a net basis in the event of default by the counterparty.

 

20.6 Risk management in relation to climate change and the sustainability strategy

 

Considering the nature of the Company’s operations, they are inherently exposed to certain risks related to climate change and other relevant sustainability matters.

 

There have been no changes in the key risks considered by management compared to those disclosed in the financial statements for the year ended December 31, 2024.

 

21.COLLATERAL, CONTRACTUAL COMMITMENTS TO SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS

 

  09/30/2025 12/31/2024
     
Collateral given for the Company’s own liabilities 759,768  566,504 
Other commitments 933,270  1,275,788 
  1,693,038  1,842,292 
     
Commitments to suppliers - Property, plant and equipment and Intangibles 641,740  691,745 
Commitments to suppliers - Inventory 27,096,091  46,942,988 
  27,737,831  47,634,733 

 

At September 30, 2025, the Company had R$759,768 (R$540,126 at December 31, 2024) of cash guarantees.

 

Most of the commitments balance relates to obligations to packaging suppliers. These commitments are primarily aimed at ensuring a secure long-term supply of the Company’s strategic inputs and providing greater assurance to suppliers making long-term investments. The future contractual commitments are presented below:

 

  09/30/2025 12/31/2024
     
Less than 1 year 13,091,912  21,354,771 
Between 1 and 2 years 4,212,190  12,333,160 
More than 2 years 10,433,729  13,946,802 
  27,737,831  47,634,733 

 

Cash deposits used as guarantees are classified within other assets. The amount of fixed assets pledged as collateral is not material.

 

 

AMBEV S.A.

 


22.RELATED PARTIES

 

The Company adopts corporate governance practices as recommended and/or required by the applicable laws and regulations. Under the Company’s bylaws, the Board of Directors is responsible for approving any transactions or agreements entered into between the Company and/or any of its subsidiaries (except wholly owned subsidiaries), its directors and/or shareholders (including direct or indirect partners of the Company’s shareholders). The Company's Governance Committee is responsible for advising the Board of Directors on matters related to related party transactions, among others.

 

Members of management are prohibited from taking part in any transaction in which a conflict of interest with the Company may exist, even if only in theory. This restriction also applies to any decision made by other members of management regarding the matter. Whenever such conflict exists, the members involved must inform management of the conflict and ensure that their non-participation in the deliberation is recorded in the minutes of the Board of Directors’ or Executive Board’s meeting.

 

22.1 Transactions with key management personnel

 

Key management personnel comprise the members of Executive Board and the Board of Directors. In addition to short-term benefits (mainly salaries), key management personnel are eligible to participate in the Company’s share-based payment plans, as described in note 19 – Share-based payments.

 

The total remuneration of key management personnel is presented below:

 

  Nine-month period ended:   Three-month period ended:
  09/30/2025 09/30/2024   09/30/2025 09/30/2024
           
Short-term benefits (i) 36,316  38,011    10,976  12,072 
Share-based payments (ii) 96,073  73,206    31,973  25,218 
Social security (iii) 4,553  11,791    1,523  2,969 
Total key Management remuneration  136,942  123,008    44,472  40,259 

 

(i) Mainly comprise fixed and variable compensation (including performance bonuses) paid to management.

 

(ii) Reflects expenses related to share options, deferred shares, restricted stocks and performance shares granted to Management.

 

(iii) Represents to the social security charges ("INSS”) levied on the management’s remuneration.

 

Except for the abovementioned remuneration, the Company has no other transaction with key management personnel, nor does it have outstanding balances receivable from or payable to them in the Company’s balance sheet.

 

22.2 Transactions with the Company's shareholders:

 

22.2.1 Medical, dental and other benefits

 

Fundação Zerrenner is one of Ambev’s shareholders, holding 10.2% of its share capital. Fundação Zerrenner is also an independent legal entity whose main goal is to provide Ambev’s employees, both active and retired, with healthcare and dental assistance, support for technical and higher education courses, and facilities for assisting elderly people, either directly or through financial assistance agreements with other entities. At September 30, 2025, and December 31, 2024, the actuarial obligations related to the benefits provided directly by Fundação Zerrenner were fully covered by plan assets held for this purpose, which significantly exceeded the corresponding liabilities at those dates.

 

AMBEV S.A.

 

 

Ambev recognizes the assets (recorded as prepaid expenses) to the extent of the economic benefits that are available to the Company, arising from reimbursements or reductions in future contributions.

 

During the nine-month period ended September 30, 2025, expenses incurred and recognized by Fundação Zerrenner with third parties to provide these benefits amounted to R$277,887 (R$257,393 at September 30, 2024), of which R$245,981 and R$31,906 related to active employees and retirees, respectively (R$232,243 and R$25,150 at September 30, 2024).

 

22.2.2 Licensing agreement with AB InBev

 

The Company maintains licensing agreement with AB InBev and certain of its subsidiaries, including as Group Modelo and Spaten-Franziskaner-Bräu GmbH, to produce, bottle, import, promote, sell and distribute their key brands in the territories were the Group operates. The Company also grants AB InBev and certain of its subsidiaries licenses granting similar rights over its key brands, such as Brahma®, in AB Inbev’s territories.

 

During the nine-month period ended September 30, 2025, the Group recognized R$49,129 (R$35,963 at September 30, 2024) and R$962,973 (R$746,893 at September 30, 2024) as royalty income and expenses, respectively, in its consolidated results.

 

22.3 Transactions with related parties

 

The Group’s consolidated results include R$570,971 from sales of products, services rendered and other income in the nine-month period ended September 30, 2025 (R$519,629 in September 30, 2024). Regarding product purchases and other expenses, the Group recognized, in the same nine-month period ended September 30, 2025, the amount to R$(2,192,001) (R$2,122,445 in September 30, 2024). Additionally, an amount to R$(10,995) was recognized by the Group as part of the net financial result from Transactions with related parties for the nine-month period ended September 30, 2025 (R$(16,352) on September 30, 2024). The Group's main related party transactions were conducted with the following companies: AB InBev Procurement GmbH, Anheuser-Busch Packaging Group Inc., Anheuser-Busch Inbev USA LLC, Bavaria S.A., Cervecería Modelo de Mexico S. de R.L. de C.V., among other.

 

23.EVENTS AFTER THE REPORTING PERIOD

 

23.1 Share buyback program

 

In a meeting held on October 29, 2025, the Company’s Board of Directors approved, pursuant to article 30, Paragraph 1, item (b) of Law No. 6,404/76 and CVM Resolution No. 77/2022, a share buyback program for the repurchase of up to 208,000,000 (two hundred and eight million) common shares issued by the Company (“Program”), primarily for cancellation purposes., Any shares not cancelled may be held in treasury, sold and/or used to satisfy share-delivery obligations under the Company’s share-based compensation plans.. The Program will remain in effect until April 29, 2027, as detailed in the Notice on the Trading of the Company’s Own Shares, prepared in accordance with Exhibit G to CVM Resolution 80/2022 and disclosed on the date of approval, when the Company had 4,253,039,958 shares outstanding (as of September 30, 2025).

 

 

 

AMBEV S.A.

 

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: October 30, 2025

     
  AMBEV S.A.
     
  By:  /s/ Guilherme Fleury de Figueiredo Ferraz Parolari
 

Guilherme Fleury de Figueiredo Ferraz Parolari

Chief Financial and Investor Relations Officer


Ambev

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35.86B
15.59B
8.26%
0.46%
Beverages - Brewers
Consumer Defensive
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Brazil
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