Stock option exercises add Ambev (ABEV) shares with minimal dilution

Rhea-AI Filing Summary

Ambev S.A. approved a small capital increase after beneficiaries exercised stock options under its 2026 stock option program, part of the Stock Option Plan first approved on July 30, 2013. The Board authorized the issuance of 2,026,133 new common shares with no par value.

The capital increase amounts to BRL 33,127,274.55, bringing total capital stock to BRL 58,308,213,544.96. The company reports potential dilution of 0.012855% based on the number of shares and 0.056846% relative to capital stock, indicating a very limited impact on existing shareholders.

Key Figures

Capital increase amount: BRL 33,127,274.55 New capital stock: BRL 58,308,213,544.96 New shares issued: 2,026,133 shares +3 more

6 metrics

Capital increase amount BRL 33,127,274.55 Increase from stock option exercises approved March 30, 2025

New capital stock BRL 58,308,213,544.96 Total capital after the increase

New shares issued 2,026,133 shares New common shares with no par value from option exercises

Dilution vs shares 0.012855% Potential dilution in relation to number of shares

Dilution vs capital stock 0.056846% Potential dilution in relation to capital stock

Plan approval date July 30, 2013 Shareholders’ General Meeting approving Stock Option Plan

Key Terms

Stock Option Plan, capital increase, potential dilution percentage, common shares with no par value, +1 more

5 terms

Stock Option Plan financial

"under the “First Program for the year of 2026 of the Company’s Stock Option Plan”"

A stock option plan is a company program that gives employees the right to buy company shares at a preset price after a certain time, like a coupon allowing purchase later at a fixed rate. It matters to investors because these options can increase the number of shares outstanding — reducing each existing share’s ownership slice and potentially changing per-share results — while also aligning employee incentives with boosting the company’s value.

capital increase financial

"NOTICE OF CAPITAL INCREASE APPROVED BY THE BOARD OF DIRECTORS"

potential dilution percentage financial

"Potential Dilution percentage (in relation to number of shares)"

common shares with no par value financial

"2,026,133 new common shares with no par value."

Shareholders’ General Meeting financial

"as approved by the Shareholders’ General Meeting held on July 30, 2013"

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

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 No. 07.526.557/0001-00

NIRE 35.300.368.941

(“Company”)

NOTICE OF CAPITAL INCREASE APPROVED BY THE BOARD OF DIRECTORS

(Pursuant to Article 5^th of Exhibit “E” of the Brazilian Securities and Exchange Commission’s Resolution No. 80/22)

The Board of Directors approved and homologated, in a meeting held on March 30, 2025 at 10:30 am, pursuant to the terms of Article 6 of the Company’s Bylaws and Article 168 of Brazilian Law No. 6,404/76, the issuance of new common shares as a result of the exercise, by certain beneficiaries, of stock options granted under the “First Program for the year of 2026 of the Company’s Stock Option Plan”, approved by the Board of Directors on January 28, 2026, within the scope of the Company’s Stock Option Plan, as approved by the Shareholders’ General Meeting held on July 30, 2013 (“Stock Option Plan”).

I. Date of approval of the stock option plan by the Shareholders’ General Meeting

The Stock Option Plan was approved by the Shareholders’ General Meeting held on July 30, 2013.

II. Capital Increase Amount and New Capital Stock

Capital increase amount	BRL 33,127,274.55
New capital stock	BRL 58,308,213,544.96

III. Amount of issued shares per type and class

2,026,133 new common shares with no par value.

IV. Issuance price of the new shares

Issuance price per share BRL 16.35

V. Potential dilution percentage arising from the issuance

Potential Dilution percentage (in relation to number of shares)	0.012855%
Potential Dilution percentage (in relation to the capital stock)	0.056846%

***

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

FAQ

What capital increase did Ambev (ABEV) approve in this Form 6-K?

Ambev approved a capital increase triggered by stock option exercises totaling BRL 33,127,274.55. This transaction arises from beneficiaries exercising options granted under the 2026 stock option program and results in a modest expansion of the company’s equity base.

How many new shares did Ambev (ABEV) issue from stock option exercises?

Ambev issued 2,026,133 new common shares with no par value following the exercise of stock options. These shares were granted under the 2026 stock option program within the broader Stock Option Plan approved in 2013, slightly increasing the company’s total share count.

What is Ambev’s new total capital stock after this increase?

After the capital increase, Ambev’s total capital stock is BRL 58,308,213,544.96. This reflects the addition of BRL 33,127,274.55 tied to newly issued common shares from exercised stock options, as approved by the Board of Directors.

How much dilution results from Ambev’s new share issuance?

The potential dilution from the new shares is 0.012855% relative to the number of shares and 0.056846% relative to capital stock. These figures show that the impact on existing shareholders’ ownership percentages is very limited.

When was Ambev’s Stock Option Plan originally approved?

Ambev’s Stock Option Plan was approved by the Shareholders’ General Meeting on July 30, 2013. The 2026 stock option program, under which these options were granted, operates within this overarching plan framework authorized by shareholders.

Who approved and homologated Ambev’s capital increase?

Ambev’s Board of Directors approved and homologated the capital increase in a meeting held on March 30, 2025. The decision was made under the company’s bylaws and applicable Brazilian corporate law provisions governing capital stock changes.