[6-K] AMBEV S.A. Current Report (Foreign Issuer)
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.
- None.
- None.
Insights
Solid 9M profit, Q3 softer sales; one-time gain boosted results.
Ambev grew 9M net sales to
Quarterly dynamics differed: Q3 net sales were
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. 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 | ||