Ambev approves buyback of up to 190M common shares

The program remains in effect through April 28, 2028, and shares not canceled may be held in treasury, transferred, or delivered under share-based compensation plans.

Rhea-AI Filing Summary

AMBEV S.A. approved a share buyback program of up to 190,000,000 common shares, primarily for cancellation, at a Board meeting on October 28, 2026. Any remaining shares may be held in treasury, transferred, and/or delivered under the Company’s share-based compensation plans. The program remains in effect until April 28, 2028. The acquisition will be recorded as a debit on the capital reserve in the balance sheet dated as of September 30, 2026. Transactions will be carried out through Santander Institucional Corretora de Câmbio e Valores Mobiliários S.A., Ágora Corretora de Títulos e Valores Mobiliários S.A., and Goldman Sachs do Brasil Corretora de Títulos e Valores Mobiliários S.A.

Filing Explained

The filing reports 4,043,503,937 shares outstanding alongside the 190,000,000-share program limit, providing the outstanding-share base for understanding the ceiling’s scale without stating it as a proportion.

Key Figures

Buyback limit: Up to 190,000,000 common shares Program end date: April 28, 2028 Balance sheet date: September 30, 2026

3 metrics

Buyback limit Up to 190,000,000 common shares Primarily for cancellation

Program end date April 28, 2028 The program remains in effect until this date

Balance sheet date September 30, 2026 Date of the balance sheet on which the acquisition will be recorded as a debit on capital reserve

Key Terms

capital reserve, held in treasury, share-based compensation plans

3 terms

capital reserve financial

"a debit on the capital reserve"

A capital reserve is a portion of a company's profits set aside for special purposes, such as funding future growth or covering unexpected expenses. It acts like a savings fund that helps ensure the company’s stability and long-term success, which is reassuring for investors because it indicates the company is prepared for future opportunities or challenges.

held in treasury financial

"may be held in treasury"

share-based compensation plans financial

"delivered under the Company’s share-based compensation plans"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many common shares can ABEV repurchase?

AMBEV S.A.’s program permits repurchase of up to 190,000,000 common shares, primarily for cancellation. Any remaining shares may be held in treasury, transferred, and/or delivered under the Company’s share-based compensation plans.

How long does ABEV’s buyback program remain in effect?

The program remains in effect until April 28, 2028.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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Available on EDGAR 10/29/2026 - 06:10 AM EDT Accepted by SEC EDGAR 10/29/2026 - 06:10 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

Securities Exchange Act of 1934

For the month of October, 2026

Commission File Number 1565025

AMBEV S.A.

(Exact name of registrant as specified in its charter)

AMBEV S.A.

(Translation of Registrant's name into English)

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

(Address of principal executive office)

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

Form 20-F ___X___ Form 40-F _______

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

Yes _______ No ___X____

AMBEV S.A.

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

MATERIAL FACT NOTICE

Ambev S.A. (“Company”) informs that its Board of Directors, in a meeting held on October 28, 2026, approved, pursuant to article 30, Paragraph 1^st, “b”, of Law 6,404/76 and CVM Resolution 77/2022, a share buyback program for the repurchase of shares issued by the Company up to the limit of 190,000,000 common shares (“Program”), with the primary purpose of cancelation of such shares. Any remaining shares may be held in treasury, transferred and/or delivered under Company’s share-based compensation plans. The Program will remain in effect until April 28, 2028, as detailed in the Notice Regarding the Negotiation of Shares Issued by the Company, prepared and disclosed today as provided on Exhibit G of CVM Resolution 80/2022.

The Company has 4,043,503,937 outstanding shares as defined in CVM Resolution 77/2022. The acquisition will be recorded as a debit on the capital reserve in the balance sheet dated as of September 30, 2026. The transaction will be carried out through Santander Institucional Corretora de Câmbio e Valores Mobiliários S.A. (CNPJ No. 51.014.223/0001-49), Ágora Corretora de Títulos e Valores Mobiliários S.A. (CNPJ No. 74.014.747/0001-35) and Goldman Sachs do Brasil Corretora de Títulos e Valores Mobiliários S.A. (CNPJ No. 09.605.581/0001-60).

Additional information about the Program is available to shareholders on the websites of the Brazilian Securities and Exchange Commission (https://www.gov.br/cvm/en?set_language=en), B3 S.A. - Brasil, Bolsa, Balcão (https://www.b3.com.br/en_us/) and the Company (https://ri.ambev.com.br/en/).

São Paulo, October 28, 2026.

Ambev S.A.

Guilherme Fleury de Figueiredo Ferraz Parolari

Chief Financial and Investor Relations Officer

SIGNATURE

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

Date: October 28, 2026

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