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 March, 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
(“Company”)
Extract of the Minutes of the Meeting of the Board
of Directors of Ambev S.A.
held on March 30, 2026, drawn up in summary form
| 1. | Date, Time and Venue. On March 30, 2026, at 10:00 a.m., by
means of videoconference, as permitted by Article 19, paragraph 1, of the Company’s Bylaws. |
| 2. | Call and Attendance. Call notice duly made pursuant to the
Company’s Bylaws. Meeting with attendance of Mr. Michel Dimitrios Doukeris, president, and Messrs. Victorio Carlos De Marchi, Milton
Seligman, Fernando Mommensohn Tennenbaum, Ricardo Manuel Frangatos Pires Moreira, Lia Machado de Matos, Fabio Colletti Barbosa, Marcos
de Barros Lisboa, Luciana Pires Dias and Fernanda Gemael Hoefel, representing all members of the Board of Directors of the Company. |
| 3. | Board. Chairman: Michel Dimitrios Doukeris; Secretary: Guilherme
Malik Parente. |
| 4. | Resolutions. It was unanimously and unrestrictedly resolved
by the Directors: |
4.1.
Proposal for the Allocation of Net Income for Fiscal Year 2025 and Re-ratification of the Amount
of Net Income Related to Fiscal Year 2024. To approve the submission to the Company’s shareholders at the next Ordinary Shareholders’
Meeting of the Company (“AGO”), the following proposal on the net profit allocation for the fiscal year ended on December
31, 2025:
| Net Profits |
R$ 15,503,399,889.90 |
| Amount allocated to the Tax Incentives Reserve |
R$ 228,202,821.12 |
| Amount allocated to payment of interest on own capital (gross), declared based on the net profit relating to the fiscal year ended December 31, 2025 |
R$ 10,903,280,319.95 |
| Amount allocated to the Investments Reserve(1) |
R$ 6,854,843,618.36 |
| (1) Including values relating to (i) reversion of effects of the revaluation of fixed assets in the amount of R$ 11,823,167.53; (ii) effect of application of IAS 29/CPC 42 (hyperinflation) in the amount of R$ 2,377,265,000.00; and (iii) to the expired dividends in the amount of R$ 82,351,675.75, as detailed in Exhibit A.II to the Management Proposal made available to the Directors. |
As well as the re-ratification of the amounts
allocated to the Investment Reserve and the Tax Incentive Reserve at the Ordinary and General Meeting held on April 29, 2025 (“2025
AGO”), related to the fiscal year ended in 2024, so that the amount of R$10,339,054,767.31 allocated to the Investment Reserve
at the 2025 AGO shall be re-ratified to R$10,194,417,186.13, and the amount of R$108,125,431.35 allocated to the Tax Incentive Reserve
at the 2025 AGM shall be re-ratified to R$ 252,763,012.53.
4.2.
Compensation of Management and Members of the Fiscal Council - 2026. To approve the submission
to the Company’s shareholders in the next Ordinary Shareholders’ Meeting the following proposal on maximum limit for the overall
compensation of the Company’s management and members of the Fiscal Council for the fiscal year of 2026 (i.e., between January
1, 2026 and December 31, 2026):
- Overall compensation of the managers in the
total amount of up to R$ 162,176,731.00; and
- Overall compensation of the Fiscal Council
in the annual amount of up to R$ 2,471,314.00, being the compensation due to the alternates equivalent to half of the amount
received by the effective members, in accordance with Law No. 6,404/76.
| Forecast 2026 |
Board of Directors |
Board of Officers |
Fiscal Council |
Total |
| No. of Members |
11,33 |
8,92 |
6,00 |
26,25 |
|
No. of members
receiving compensation |
6,33 |
8,92 |
6,00 |
21,25 |
| Annual Fixed Compensation |
|
|
|
|
| Salary/fees |
9.302.412,00 |
16.284.278,00 |
2.471.314,00 |
28.058.004,00 |
| Direct and Indirect Benefits |
- |
286.337,00 |
- |
286.337,00 |
| Variable Compensation |
|
|
|
|
| Profit Sharing |
- |
23.692.217,00 |
- |
23.692.217,00 |
| Post-Employment Benefits |
- |
1.583.767,00 |
- |
1.583.767,00 |
| Share-based compensation, including stock options |
8.200.133,00 |
102.827.587,00 |
- |
111.027.720,00 |
| Total compensation |
17.502.545,00 |
144.674.186,00 |
2.471.314,00 |
164.648.045,00 |
4.3.
Amendment and Consolidation to the Bylaws. To approve the submission to the Company’s
shareholders, for resolution at an Extraordinary Shareholders’ Meeting, of the proposed amendment to the Company’s Bylaws
in order to:
(i) amend (a) the heading of article 5th, so to reflect the capital increases approved by the Board of Directors, within the
limits of the authorized capital, up to the present date, including the increase approved under item 4.5 below;
(b) the heading of article 22 and articles 25 and 31, include the new article 30, and exclude articles 26, 27, 29, 33 and 34, in order
to amend framework of executive officers of the Company; and
(c) paragraph 3 of article 40, to clarify
that interim dividends and interest on capital will only be considered as an advance payment of the mandatory minimum dividend if there
is no resolution of the Board of Directors to the contrary; and
(ii) renumber the articles and consolidate the Company’s Bylaws.
1
The number takes into account the composition of the executive officers to be submitted for consideration at the Annual Ordinary and Extraordinary
Shareholders’ Meeting to be held on April 30, 2026.
4.4.
Call Notice of the Ordinary and Extraordinary Shareholders’ Meetings of the Company.
To approve the call notice of the Company’s Ordinary and Extraordinary Shareholders’ Meetings to be held on April 30, 2026,
in order to submit to the Company’s shareholders the agenda provided on the Call Notice, attached hereto as Exhibit I.
4.5.
Option Plan and Capital Increase. In accordance with the procedure approved by the Board of
Directors at a meeting held on March 25, 2019, regarding the issuance of new shares to be delivered to the beneficiaries of the programs
under the Company's Stock Option Plan that exercise their respective
options, to verify the capital increase detailed in Exhibit II within the authorized capital limit as provided for in article
6 of the Company's bylaws and pursuant to article 166, item III, of Law 6,404/76, and to determine the Company's Board of Executive Officers
to promote the registration of the capital increase with the competent Board of Trade, in compliance with the provisions of article 166,
paragraph 1, of Law 6,404/76.
In view of the exercise of options on the
date hereof as detailed in Exhibit II, 2,026,133 new common shares were issued for the total issuance price of R$ 33,127,274.55,
with the capital stock increasing from R$ 5,275,086,270.41 to R$ 58,308,213,544.96. The capital stock is now divided into 15,763,664,889
registered common shares, with no par value.
The new issued shares shall participate under
equal conditions with the other shares in all the benefits and advantages that may be declared as of the date hereof.
| 5. | Closure. With no further matters to be discussed, the present
Minutes were drawn up and duly executed. |
São Paulo, March 30, 2026.
|
/s/ Michel Dimitrios Doukeris |
/s/ Victorio Carlos De Marchi |
|
/s/ Milton Seligman
/s/ Fernando Mommensohn Tennenbaum
/s/ Lia Machado de Matos
/s/ Marcos de Barros Lisboa
|
/s/ Ricardo Manuel Frangatos Pires Moreira
/s/ Fernanda Gemael Hoefel
/s/ Fabio Colletti Barbosa
/s/ Luciana Pires Dias
/s/ Guilherme Malik Parente
Secretary |
2
Stock Option Plan of the Company approved in the Extraordinary General Meeting of July 30, 2013
EXHIBIT I
AMBEV S.A.
CNPJ [National Corporate Taxpayers Register] No. 07.526.557/0001-00
NIRE [Corporate Registration Identification Number] 35.300.368.941
Call Notice
The shareholders of Ambev S.A. (“Company”)
are invited to attend the Annual Ordinary and Extraordinary Meetings (“AGOE” or “Shareholders’ Meetings”)
to be held, cumulatively, on April 30, 2026, at 2:00 p.m., in an exclusively digital form through Ten Meetings digital platform
(“Digital Platform”), to be considered held, for the purposes of article 5, § 2, item I, § 3, and article
28, §§ 2 and 3, of Brazilian Securities Commission (“CVM”) Resolution No. 81, of March 29, 2022, as amended
(“CVM Resolution 81/22”), at its headquarters, to resolve on the following agenda:
| (a) | Ordinary General Meeting: |
| (i) | Analyze and approve the management accounts, and examine, discuss and vote
on the Company’s financial statements related to the fiscal year ended December 31, 2025; |
| (ii) | Discuss the allocation of the net profits for the fiscal year ended December
31, 2025 and regarding the re-ratification of the amount of net profit for the fiscal year 2024 that had been allocated to the investment
reserve and the tax incentive reserve at the Annual Ordinary Meeting held in 2025; |
| (iii) | Determine the number of members of the Board of Directors that will comprise
the corporate body for the next term; |
| (iv) | Elect the effective and alternate members of the Board of Directors for
a three (3) year term, which will end at the Annual Ordinary Meeting to be held in 2029; |
| (v) | Determine the number of members of the Fiscal Council that will comprise
the corporate body for the next term. |
| (vi) | Elect the effective and alternate members of the Fiscal Council for a term
in office of one (1) year, which shall end on the Annual Ordinary Meeting to be held in 2027; |
| (vii) | Establish the overall management compensation for the fiscal year of 2026;
and |
| (viii) | Establish the compensation of the members of the Fiscal Council for the
fiscal year of 2026. |
| (b) | Extraordinary General Meeting: |
| (i) | Amend and restate the Company's bylaws to: |
| (a) | Amend the heading of article 5th to reflect the capital increases
approved by the Board of Directors up to the date of the call notice of the AGOE, within the authorized capital limit. |
| (b) | Amend the heading of article 22 and articles 25 and 31, include the new
article 30 and exclude articles 26, 27, 29, 33 and 34 to amend the framework of executive officers of the Company; and |
| (c) | Amend §3 of article 40 to clarify that interim dividends and interest
on capital will only be considered as an advance payment of the mandatory minimum dividend if there is no resolution of the Board of Directors
to the contrary. |
| (ii) | Renumber the articles and consolidate the Company’s Bylaws. |
General Information:
| 1. | On February 12, 2026, the following documents were published on the newspaper
“Valor Econômico”: (i) the annual management report; (ii) the financial statements regarding the fiscal year ended on
December 31, 2025; (iii) the report of the independent accountant’s opinion; and (iv) the Fiscal Council’s opinion. |
| 2. | The documents and information referred to above and those listed in CVM
Resolution 81/22 were presented to the CVM by means of its information system Empresas.Net, in accordance with Article 7 of such
rule, and are available to the shareholders at the Company’s headquarters, on its Investor Relations website (ri.ambev.com.br),
and on the websites of B3 S.A. – Brasil, Bolsa Balcão (“B3”) (www.b3.com.br) and CVM (https://www.gov.br/cvm). |
| 3. | In compliance with the provisions of Article 5, §4, of CVM Resolution
No. 81/22, the Company informs that, reinforcing its commitment of allowing a greater number of shareholders to participate in the AGOE,
chose to hold it exclusively in a digital form, through the Digital Platform, under the terms of CVM Resolution 81/22 and in accordance
with the instructions detailed in this Call Notice (“Notice”) and in the Manual for the Shareholders’ Meetings
(“Manual”) disclosed by the Company. |
| 4. | In compliance with the provisions of Article 5, I, of CVM Resolution No.
81/22, the Company informs that the minimum percentage for adopting multiple voting for the election of members of the Company's Board
of Directors is 5%, as provided for by Article 3 of CVM Resolution No. 70/22. |
| 5. | Subject to the procedures described in this Notice and in the Manual, shareholders
who decide to participate in the AGOE shall, by April 28, 2026, at 11:59 p.m., (according to the term provided for in article
6, § 3, of CVM Resolution 81/22), access the electronic address https://assembleia.ten.com.br/007420950, complete their registration
and attach the scanned copies of the documents listed below, proving their capacity as shareholder or shareholder representative, as applicable,
necessary for the purposes of qualifying them to participate in the AGOE (“Registration”): |
| a. | Individuals: identity document with photo of the shareholder; |
| b. | Legal Entities: (a) last consolidated bylaws or articles of
association, as the case may be; (b) other documents that evidence the powers granted to the legal representative(s) of the shareholder,
pursuant to its bylaws or articles of association, including, without limitation, minutes of election of directors, officers, powers of
attorney, etc.; and (c) identity document with photo of the legal representative(s); |
| c. | Investment Funds: (a) last consolidated regulations of the
fund; (b) bylaws or articles of association of its administrator or manager, as the case may be, subject to the voting policy of
the fund; (c) other documents that evidence the powers granted to the legal representative(s) of the manager or administrator of
the fund, as the case may be; and (d) identity document
with photo of the legal representative(s). |
| 6. | The Digital Platform will allow shareholders registered within the aforementioned
period to participate, express themselves and vote at the AGOEs, under the terms established by CVM Resolution 81/22. Detailed rules and
guidelines, as well as the procedures and additional information for shareholder's participation in the Shareholder's Meetings through
the Digital Platform are included in the Manual. |
After receiving the documents through the Digital
Platform and confirming their validity and completeness of the Registration, the Company will accredit the shareholder (or their representatives,
as the case may be) to participate in the AGOE via Digital Platform. Only duly accredited shareholders may participate in the AGOE, in
accordance with the term and procedures indicated above.
| 7. | Shareholders may exercise their voting rights through: (i) bulletin for
distance vote, sending voting instructions prior to the AGOE; or (ii) participation via Digital Platform at the time of the Shareholder's
Meetings. |
Shareholders who choose to vote by means of a bulletin
for distance vote, shall send it, under the terms of CVM Resolution 81/22: 1) Banco Bradesco S.A., as the bookkeeper of the shares issued
by the Company; 2) to their custody agents who provide this service, in the case of shareholders holding shares deposited in a central
depository; 3) to the central depositary in which the shares are deposited, directly through the electronic system made available by B3,
in the “Investor Area” (”Área do Investidor”) (available at https://investidor.b3.com.br), under
the “Services” (“Serviços”) section, by clicking on “Open Meetings” (“Assembleia
em Aberto”); or 4) directly to the Company. For additional information, the shareholder shall observe the rules set forth in
article 27 of CVM Resolution 81/22 and the procedures described in the Manual.
Participation at the AGOE will be restricted to
the shareholders, their representatives or attorneys-in-fact, as the case may be, who are accredited under the terms described in item
4 of this Notice and according to the instructions contained in the Manual, and who join the Shareholders’ Meetings, through the
Digital Platform, until 1:59 p.m. on April 30, 2026.
All the timings provided herein shall be read as
Brasilia time.
São Paulo, March 30, 2026.
Michel Dimitrios Doukeris
Chairman of the Board of Directors
EXHIBIT II
| |
|
|
|
|
|
|
|
| Date |
Stock Option Program |
No. Issued Shares |
Capital Increase (R$) |
Capital Stock Before (R$) |
Capital Stock
After (R$) |
No. Shares
Before |
No. Shares
After |
| March 30, 2026 |
2026.1 |
2,026,133 |
33,127,274.55 |
58,275,086,270.41 |
58,308,213,544.96 |
15,761,638,756 |
15,763,664,889 |
| |
|
2,026,133 |
33,127,274.55 |
|
|
|
|
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: March 30, 2026
| |
|
|
| |
AMBEV S.A. |
| |
|
|
| |
By: |
/s/ Guilherme Fleury de Figueiredo Ferraz Parolari |
| |
Guilherme Fleury de Figueiredo Ferraz Parolari
Chief Financial and Investor Relations Officer |
