STOCK TITAN

Ambev (NYSE: ABEV) lifts H1 profit and executes R$2,751 million buyback

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Ambev S.A. reported consolidated net income of R$7,360,243 for the six months ended June 30, 2026, compared with R$6,595,215 a year earlier, on net sales of R$42,613,399 versus R$42,587,572. Income from operations was R$10,802,646, while basic EPS reached R$0.4584.

Operating cash flow increased to R$7,872,320 from R$4,254,012. Cash and cash equivalents were R$16,610,779 and interest-bearing loans and borrowings totaled R$2,948,960, with total equity of R$88,893,165 and total assets of R$138,209,009 at June 30, 2026.

Ambev continued capital returns, buying back 171,482,300 shares for R$2,751 million under its program and approving interest on capital of R$0.0449 per share (aggregate R$694,639). The company also discloses Brazilian tax proceedings totaling R$113,194,633 classified as possible losses with no provisions.

Positive

  • Ambev grew first-half net income to R$7,360,243 from R$6,595,215 and lifted operating cash flow to R$7,872,320 from R$4,254,012, indicating higher profitability and cash generation.

Negative

  • The company reports Brazilian tax proceedings and contingencies totaling R$113,194,633, classified as possible losses with no provisions, underscoring substantial ongoing disputes with tax authorities.
Net sales H1 2026 R$42,613,399 Six-month period ended June 30, 2026
Net income H1 2026 R$7,360,243 Six-month period ended June 30, 2026
Basic EPS H1 2026 R$0.4584 Earnings per common share, six-month period ended June 30, 2026
Operating cash flow H1 2026 R$7,872,320 Net cash flow from operating activities, six-month period ended June 30, 2026
Cash and cash equivalents R$16,610,779 Balance at June 30, 2026
Interest-bearing loans and borrowings R$2,948,960 Total current and non-current borrowings at June 30, 2026
Share buybacks under program 171,482,300 shares; R$2,751 million Common shares repurchased as of June 30, 2026
Interest on capital May 2026 R$0.0449 per share; R$694,639 IOC approved May 4, 2026, payable by December 31, 2026
Interest on capital financial
"approved the distribution of interest on capital in the gross amount of R$0.0449 per share"
Interest on capital is the cost a business pays for using money — either money it borrowed or funds provided by owners — and functions like rent paid for that capital. It matters to investors because higher interest payments reduce profits and cash available for dividends or growth, while lower interest costs leave more profit and improve company value; think of it as the price of fueling a company’s operations.
cumulative translation adjustments [CTA] financial
"Gains/(losses) on cumulative translation adjustment [CTA] were recognized in equity"
IFRIC 23 - Uncertainty over Income Tax Treatments regulatory
"This uncertain tax treatment, in accordance with IFRIC 23 - Uncertainty over Income Tax Treatments"
hyperinflation financial
"Effects of the application of IAS 29 (hyperinflation) are reflected in equity and assets"
A sustained episode when consumer prices soar so quickly that money loses its purchasing power rapidly, often overnight or month-to-month. Investors care because savings, bond returns and company earnings get distorted — like watching cash melt away — so asset values, interest rates and business forecasts can swing wildly and require different strategies to protect capital and preserve real returns.
government grants for investment financial
"VAT incentives deemed as government grants for investment began being taxed for IRPJ/CSLL"

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FAQ

How did Ambev (ABEV) perform financially in H1 2026?

Ambev posted consolidated net income of R$7,360,243 for the six months ended June 30, 2026, up from R$6,595,215 in 2025, on net sales of R$42,613,399. Income from operations reached R$10,802,646 and basic EPS was R$0.4584.

What was Ambev (ABEV)'s cash flow and debt position at June 30, 2026?

Operating cash flow was R$7,872,320 in H1 2026 versus R$4,254,012 a year earlier. Cash and cash equivalents totaled R$16,610,779, interest-bearing loans and borrowings were R$2,948,960, and total equity was R$88,893,165 at June 30, 2026.

What shareholder returns did Ambev (ABEV) announce in 2026?

The board approved May 2026 interest on capital of R$0.0449 per share, totaling R$694,639, payable by December 31, 2026. Ambev also paid the second installment of December 2025 interest on capital at R$0.0755 gross per share on July 6, 2026.

How large are Ambev (ABEV)'s disclosed tax contingencies?

Ambev discloses Brazilian tax proceedings and contingencies totaling R$113,194,633 at June 30, 2026, including uncertain income-tax treatments under IFRIC 23. These amounts are classified as possible losses, so no provisions are recorded, but they represent significant ongoing disputes with tax authorities.

What progress has Ambev (ABEV) made on its share buyback program?

Under a program authorizing repurchases of up to 208,000,000 shares, Ambev had acquired 171,482,300 common shares by June 30, 2026. The aggregate cost was R$2,751 million, and the main purpose is cancellation, with remaining shares available for treasury or share-based plans.

Which accounting standards are relevant for Ambev (ABEV)'s 2026 reporting?

In 2026 Ambev adopted amendments to IFRS 9 and IFRS 7 on financial instruments without material impact. From 2027 it expects IFRS 18 to change presentation, notably reclassifying some foreign-exchange and hedging results into operating profit and cash flows.

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 July, 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____

 
 

PricewaterhouseCoopers Auditores Independentes Ltda. Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16o, São Paulo, SP, Brasil, 04538-132 T: +55 (11) 4004-8000 Report on review interim consolidated financial statements To the Board of Directors and Shareholders Ambev S.A. Introduction We have reviewed the accompanying consolidated interim balance sheet of Ambev S.A. and its subsidiaries ("Consolidated") as at June 30, 2026 and the related consolidated income statements and comprehensive income for the quarter and six-month periods then ended, and the consolidated statements of changes in equity and cash flows for the six-month period then ended, and explanatory notes. The Executive Board of Officers is responsible for the preparation and presentation of these consolidated interim financial statements in accordance with International Accounting Standard (IAS) 34 - Interim Financial Reporting, of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these condensed interim 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). A review of interim financial information consists of making inquiries, primarily of persons 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 parent company and consolidated condensed interim financial statements referred to above are not prepared, in all material respects, in accordance with IAS 34. São Paulo, July 29, 2026 Sérgio Eduardo Zamora Contador CRC 1SP168728/O-4 PricewaterhouseCoopers Auditores Independentes Ltda. CRC 2SP000160/O-5 www.pwc.com.br

 

AMBEV S.A.

 

 

Contents

 

INTERIM CONSOLIDATED BALANCE SHEET 2
INTERIM CONSOLIDATED INCOME STATEMENT 4
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 5
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 6
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS 8
1. CORPORATE INFORMATION 9
2. BASIS OF PREPARATION AND PRESENTATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS 10
3. SUMMARY OF MATERIAL ACCOUNTING POLICIES 12
4. USE OF ESTIMATES AND JUDGMENTS 13
5. CASH AND CASH EQUIVALENTS AND INVESTMENT SECURITIES 13
6. INVENTORIES 14
7. RECOVERABLE TAXES 15
8. INCOME TAX AND SOCIAL CONTRIBUTION 15
9. PROPERTY, PLANT AND EQUIPMENT 18
10. TRADE PAYABLES 21
11. INTEREST-BEARING LOANS AND BORROWING 21
12. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS 22
13. CHANGES IN EQUITY 26
14. SEGMENT REPORTING 30
15. NET SALES 34
16. OTHER OPERATING INCOME/(EXPENSES) 34
17. EXCEPTIONAL ITEMS 34
18. FINANCIAL RESULTS 35
19. SHARE-BASED PAYMENTS 35
20. FINANCIAL INSTRUMENTS AND RISKS 36
21. COLLATERAL, CONTRACTUAL COMMITMENTS TO SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS 44
22. RELATED PARTIES 45
23. EVENTS AFTER THE REPORTING PERIOD 46

 

 

 

AMBEV S.A.

 

 

INTERIM CONSOLIDATED BALANCE SHEET

All amounts in thousands of Brazilian Reais

 

Assets Note 06/30/2026 12/31/2025
       
Cash and cash equivalents 5.1 16,610,779  18,638,228 
Investment securities 5.2 1,735,617  1,681,692 
Trade receivables   5,569,116  6,351,608 
Derivative financial instruments 20 631,326  769,212 
Inventories 6 10,416,081  10,520,090 
Recoverable taxes 7 2,677,565  3,623,379 
Other assets   2,457,156  1,911,942 
    40,097,640  43,496,151 
       
Assets held for sale   376,981  379,445 
Current assets   40,474,621  43,875,596 
       
Investment securities 5.2 78,088  123,256 
Derivative financial instruments 20 5,309  8,904 
Recoverable taxes 7 10,143,435  10,149,140 
Deferred tax assets 8.1 8,399,251  8,404,412 
Other assets   1,704,042  1,784,707 
Employee benefits   27,972  29,936 
Long term assets   20,358,097  20,500,355 
       
Investments in associates and joint ventures   1,077,628  485,792 
Property, plant and equipment 9 25,644,209  27,644,317 
Intangible assets   10,567,854  11,042,703 
Goodwill   40,086,600  41,538,388 
       
Non-current assets   97,734,388  101,211,555 
       
Total assets   138,209,009  145,087,151 

 

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 06/30/2026 12/31/2025
       
Trade payables 10 20,725,194  23,742,835 
Derivative financial instruments 20 1,131,546  925,127 
Interest-bearing loans and borrowing 11 1,073,602  1,167,325 
Payroll and social security payables   2,136,124  2,200,729 
Dividends and interest on capital payables   4,194,413  4,927,786 
Income tax and social contribution payable   1,166,235  1,437,314 
Taxes and contributions payable   3,879,600  6,003,145 
Other liabilities, including put options granted on subsidiaries   4,653,046  4,623,681 
Provisions 12.1 662,159  571,365 
Current liabilities   39,621,919  45,599,307 
       
Trade payables 10 238,572  312,959 
Derivative financial instruments 20 2,704  274 
Interest-bearing loans and borrowing 11 1,875,358  2,219,599 
Deferred tax liabilities 8.1 3,856,571  3,912,270 
Income tax and social contribution payable   570,335  713,614 
Taxes and contributions payable   684,921  659,665 
Other liabilities   3,928  4,307 
Provisions 12.1 707,586  877,690 
Employee benefits   1,753,950  2,012,685 
Non-current liabilities   9,693,925  10,713,063 
       
Total liabilities   49,315,844  56,312,370 
       
Equity 13    
Issued capital   58,307,362  58,275,079 
Reserves   105,396,977  108,003,463 
Carrying value adjustments   (82,915,188) (78,364,503)
Retained earnings/(losses)   7,524,023  -   
Equity attributable to Ambev’s shareholders   88,313,174  87,914,039 
Non-controlling interest   579,991  860,742 
Total equity   88,893,165  88,774,781 
       
Total equity and liabilities   138,209,009  145,087,151 

 

 

 

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

 

AMBEV S.A.

 

 

 

INTERIM CONSOLIDATED INCOME STATEMENT

For the six and three-month periods ended June 30

All amounts in thousands of Brazilian Reais unless otherwise stated

 

    Six-month period ended:   Three-month period ended:
  Note 2026 2025   2026 2025
             
Net sales 15 42,613,399  42,587,572    20,148,919  20,090,194 
Cost of sales   (20,582,047) (20,991,855)   (9,700,434) (10,046,123)
Gross profit   22,031,352  21,595,717    10,448,485  10,044,071 
             
Distribution expenses   (5,469,939) (5,457,042)   (2,697,865) (2,580,347)
Commercial expenses   (4,337,545) (4,242,833)   (2,335,390) (2,172,906)
Administrative expenses   (2,792,047) (2,915,194)   (1,331,865) (1,426,347)
Other operating income/(expenses) 16 1,365,188  1,201,053    762,166  585,855 
Exceptional items 17 5,637  (72,575)   (31,251) (51,208)
Income from operations   10,802,646  10,109,126    4,814,280  4,399,118 
             
Finance income (i) 18 1,195,896  1,061,640    629,305  497,453 
Finance expenses (i) 18 (2,191,912) (1,999,108)   (911,689) (996,245)
Other net financial results (i) 18 (546,634) (892,899)   (203,733) (475,193)
Net financial results   (1,542,650) (1,830,367)   (486,117) (973,985)
             
Share of results of associates and joint ventures   10,671  (2,738)   11,023  (5,457)
Income before income tax   9,270,667  8,276,021    4,339,186  3,419,676 
             
Income tax expenses 8.2 (1,910,424) (1,680,806)   (864,510) (629,110)
Net income   7,360,243  6,595,215    3,474,676  2,790,566 
             
Attributable to:            
Equity holders of Ambev   7,155,178  6,411,668    3,386,915  2,717,722 
Non-controlling interest   205,065  183,547    87,761  72,844 
             
Basic earnings per share – common – R$   0.4584  0.4100    0.2170  0.1742 
Diluted earnings per share – common – R$   0.4564  0.4081    0.2161  0.1734 

 

(i) As from the fourth quarter of 2025, the other financial income and other financial expense line items, which had previously been presented separately, were combined into the line item “Other net financial results”. The same treatment has been applied on a comparative basis.

 

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

 

 

AMBEV S.A.

 

 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six and three-month periods ended June 30

All amounts in thousands of Brazilian Reais

 

  Six-month period ended:   Three-month period ended:
  2026 2025   2026 2025
           
Net income 7,360,243  6,595,215    3,474,676  2,790,566 
           
Items that may be subsequently reclassified to profit or loss:          
Exchange differences on the translation of foreign operations (gains/(losses))          
Investment hedges – obligations related to the acquisition of a non-controlling interest 3,889  74,422    (9,458) (1,433)
Gains/losses on translation of other foreign operations  (4,692,391) (7,231,111)   (2,370,766) (2,287,174)
Gains/losses on translation of foreign operations  (4,688,502) (7,156,689)   (2,380,224) (2,288,607)
           
Cash flow hedge – gains/(losses)          
Recognized in equity (Hedge reserve) (9,989) (822,134)   (360,195) (385,466)
Reclassified from equity (hedge reserve) to profit or loss (42,914) (522,155)   (107,957) (71,331)
Total cash flow hedge (52,903) (1,344,289)   (468,152) (456,797)
           
Items that will not be reclassified to profit or loss:          
Re-measurements of post-employment benefits 841  (1,036)   24  (1,124)
           
Other comprehensive (loss)/income (4,740,564) (8,502,014)   (2,848,352) (2,746,528)
           
Total comprehensive (loss)/income 2,619,679  (1,906,799)   626,324  44,038 
           
Attributable to:          
Equity holders of Ambev 2,604,493  (1,965,687)   613,961  12,312 
Non-controlling interest 15,186  58,888    12,363  31,726 

 

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 six-month periods ended June 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    -    -    -    6,411,668  -    6,411,668    183,547  6,595,215 
                     
Comprehensive income:                    
Gains/(losses) on cumulative translation adjustment [CTA] 13.4 -    -    -    -    (7,030,017) (7,030,017)   (126,672) (7,156,689)
Cash flow hedges 13.4 -    -    -    -    (1,346,338) (1,346,338)   2,049  (1,344,289)
Actuarial gains/(losses) 13.4 -    -    -    -    (1,000) (1,000)   (36) (1,036)
Total comprehensive income    -    -    -    6,411,668  (8,377,355) (1,965,687)   58,888  (1,906,799)
Capital increase 13.1 49,660  -    -    -    -    49,660    (28,033) 21,627 
Effects of the application of IAS 29 (hyperinflation)   -    -    -    1,376,923  -    1,376,923    (4,298) 1,372,625 
Gains/(losses) of controlling interest 13.4 -    -    -    -    1,825  1,825    (1,848) (23)
Taxes on deemed dividends   -    -    -    -    (4,196) (4,196)   -    (4,196)
Dividends 13.3 -    -    (496,600) (3,501,638) -    (3,998,238)   (224,559) (4,222,797)
Share buybacks, results from treasury shares, and share-based payments 13.2 -    (1,668,656) -    -    -    (1,668,656)   796  (1,667,860)
Statute-barred /(additional) dividends   -    -    -    37,866  -    37,866    -    37,866 
At June 30, 2025   58,275,696  53,667,754  53,140,419  4,324,819  (76,937,052) 92,471,636    739,321  93,210,957 

 

 

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 six-month periods ended June 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, 2026 Note 58,275,079  53,781,385  54,222,078  -    (78,364,503) 87,914,039    860,742  88,774,781 
                     
 Net Income    -    -    -    7,155,178  -    7,155,178    205,065  7,360,243 
                     
Comprehensive income:                    
Gains/(losses) on cumulative translation adjustment [CTA] 13.4 -    -    -    -    (4,500,708) (4,500,708)   (187,794) (4,688,502)
Cash flow hedges 13.4 -    -    -    -    (50,818) (50,818)   (2,085) (52,903)
Actuarial gains/(losses) 13.4 -    -    -    -    841  841    -    841 
Total comprehensive income    -    -    -    7,155,178  (4,550,685) 2,604,493    15,186  2,619,679 
Capital increases/(reduction) in associates and subsidiaries 13.1 32,283  -    -    -    -    32,283    19,190  51,473 
Effects of the application of IAS 29 (hyperinflation)   -    -    -    1,399,900  -    1,399,900    1,850  1,401,750 
Gains/(losses) of controlling interest   -    -    -    (333,014) -    (333,014)   (167,174) (500,188)
Taxes on deemed dividends   -    -    -    (11,098) -    (11,098)   -    (11,098)
Dividends   -    -    -    -    -    -      (151,310) (151,310)
Interest on capital   -    -    -    (694,639) -    (694,639)   -    (694,639)
Share buybacks, results from treasury shares, and share-based payments 13.2 -    (2,606,486) -    -    -    (2,606,486)   1,507  (2,604,979)
Statute-barred /(additional) dividends   -    -    -    7,696  -    7,696    -    7,696 
Other   -    -    -    -    -    -      -    -   
                  -     
At June 30, 2026   58,307,362  51,174,899  54,222,078  7,524,023  (82,915,188) 88,313,174    579,991  88,893,165 

 

 

 

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

 

AMBEV S.A.

 

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the six and three-month periods ended June 30

All amounts in thousands of Brazilian Reais

    Six-month period ended:   Three-month period ended:
  Note 2026 2025   2026 2025
               
Net income   7,360,243  6,595,215    3,474,676  2,790,566 
Adjustments:            
Depreciation, amortization and impairment   3,134,617  3,415,654    1,531,125  1,702,403 
Impairment losses on receivables and inventory   101,621  139,084    52,354  59,730 
Additions to/(reversals of) provisions and employee benefits   55,628  199,577    4,004  80,482 
Net financial results 18 1,542,650  1,830,367    486,117  973,985 
Losses/(gains) on sales of property, plant and equipment and intangible assets 16 (62,555) (62,078)   (34,104) (29,488)
Losses/(gains) on sales of operations in subsidiaries   (86,303) -      -    -   
Share-based payment expenses   190,555  206,107    97,432  107,141 
Income tax expenses 8.2 1,910,424  1,680,806    864,510  629,110 
Share of results of associates and joint ventures   (10,671) 2,738    (11,023) 5,457 
Hedge operations 20.2 (116,947) (697,456)   (177,272) (111,485)
Cash flow from operating activities before changes in working capital   14,019,262  13,310,014    6,287,819  6,207,901 
             
(Increase)/decrease in trade and other receivables   662,073  921,343    689,127  208,739 
(Increase)/decrease in inventories   (463,080) (555,186)   (220,374) 457,223 
Increase/(decrease) in trade and other payables   (4,731,660) (6,976,274)   (1,416,739) (2,931,174)
Cash generated from operations   9,486,595  6,699,897    5,339,833  3,942,689 
             
Interest paid   (355,937) (379,302)   (154,416) (141,796)
Interest received   792,598  649,457    358,877  282,825 
Dividends received   112,146  7,012    31,031  2,459 
Income tax paid   (2,163,082) (2,723,052)   (863,885) (1,036,137)
Cash flow from operating activities   7,872,320  4,254,012    4,711,440  3,050,040 
             
Proceeds from sales of property, plant and equipment and intangible assets   78,108  66,714    44,433  34,604 
Acquisitions of property, plant and equipment and intangible assets   (1,346,732) (1,916,354)   (879,877) (1,088,203)
Sale/(acquisition) and others related to subsidiaries, net of cash   (1,952,131) (40,213)   64,963  57 
Investments in short-term debt securities and net proceeds/(acquisitions) of debt securities   (47,129) 142,411    (80,107) 91,166 
Net proceeds/(acquisitions) of other assets   (368) 1,734    (368) 1,115 
Cash flow from/(used in) investing activities   (3,268,252) (1,745,708)   (850,956) (961,261)
             
Capital increases(reduction)/ in associates and subsidiaries   (28,823) 21,627    (43,688) (2,066)
Proceeds from/(buybacks of) treasury shares   (2,652,614) (1,831,123)   (2,239,153) (774,602)
Acquisitions of non-controlling interest   -    (23)   -    -   
Proceeds from borrowing   25,675  50,682    10,442  42,919 
Repayments of borrowing   (103,317) (91,413)   (39,800) (42,243)
Cash net of finance costs other than interest   (1,174,379) (1,650,121)   (686,856) (810,909)
Payments of lease liabilities   (555,565) (594,254)   (286,976) (292,287)
Dividends and interest on capital paid   (1,184,432) (8,691,998)   (1,182,908) (2,080,560)
Cash flow from/(used in) financing activities   (5,673,455) (12,786,623)   (4,468,939) (3,959,748)
             
Net increase/(decrease) in cash and cash equivalents   (1,069,387) (10,278,319)   (608,455) (1,870,969)
Cash and cash equivalents at the beginning of the period   18,638,228  28,595,666    17,991,875  19,118,354 
Effects of exchange rate fluctuations on cash and cash equivalents   (958,062) (1,913,322)   (772,641) (843,360)
Cash and cash equivalents at the end of the period   16,610,779  16,404,025    16,610,779  16,404,025 
                 

 

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 June 30, 2026

 

1.3.1 Resolution on the payment date of the second installment of IOC December 2025

 

At a meeting held on May 4, 2026, the Board of Directors approved the payment date of the second installment of the interest on capital, the distribution of which had been approved at the Board of Directors' meeting held on December 9, 2025 ("IOC December 2025"). The payment was made on July 6, 2026, in the gross amount of R$0.0755 per share, corresponding to a net amount of R$0.0642 per share of the Company, after the withholding of income tax in accordance with applicable legislation, totaling a net amount of approximately R$1.0 billion. The record date considered at the time the distribution was approved remained unchanged.

 

1.3.2 Distribution of IOC May 2026

 

At a meeting held on May 4, 2026, the Board of Directors approved the distribution of interest on capital in the gross amount of R$0.0449 per share, corresponding to a net amount of R$0.0370 per Company share after withholding of income tax, in accordance with applicable legislation, totaling an aggregate gross amount of approximately R$700 million ("IOC May 2026"). The IOC May 2026 will not be offset against the mandatory minimum dividend for the fiscal year and was calculated based on the profit for the period and the available balances reflected in the extraordinary balance sheet dated March 31, 2026. The distribution of the May 2026 IOC will be subject to taxation in accordance with the legislation in force. Such payment will be made by December 31, 2026, on a date to be determined by the Company's Management, based on the shareholder position as of June 22, 2026, with respect to B3 S.A. – Brasil, Bolsa, Balcão, and June 24, 2026, with respect to the New York Stock Exchange (NYSE), without monetary adjustment. The Company's shares and ADRs will trade ex-IOC beginning on June 23, 2026 (including).

 

1.3.3 Share Buyback Program

 

In October 2025, the Board of Directors approved a new share buyback program for up to 208,000,000 (two hundred and eight million) common shares issued by the Company. The main purpose of the program is the cancellation of such shares, and any remaining shares may be held in treasury, sold and/or used in connection with the Company’s share-based compensation plans. The program is currently ongoing and, as of June 30, 2026, the Company had already acquired 171,482,300 (one hundred seventy-one million, four hundred eighty-two thousand, three hundred) common shares, at an aggregate cost of R$2,751 million. The transactions are being carried out through Santander Corretora de Câmbio e Valores Mobiliários S.A.

 

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

 

The interim consolidated financial statements at June 30, 2026 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, 2025, 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 2025 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, 2025:

 

  Name of note in the 2025 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 June 30, 2026 were approved by the Executive Board of Officers on July 29, 2026.

 

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
          Six-month period ended:
Currency Name Country 06/30/2026 12/31/2025   06/30/2026 06/30/2025
               
ARS Argentinian Peso  Argentina 0.0035  0.0038    0.0037  0.0052 
BOB Bolivian Peso Bolivia 0.5304  0.7906    0.7463  0.8378 
CAD Canadian Dollar Canada 3.6364  4.0187    3.7837  4.1210 
CLP Chilean Peso Chile 0.0056  0.0061    0.0058  0.0060 
GTQ Quetzal Guatemala 0.6774  0.7185    0.6786  0.7580 
USD US Dollar Panamá 5.1766  5.5024    5.1942  5.8310 
PYG Guarani Paraguay 0.0008  0.0008    0.0008  0.0007 
DOP Dominican Peso Dominican Republic 0.0864  0.0869    0.0852  0.0954 
UYU Uruguayan Peso Uruguay 0.1290  0.1409    0.1322  0.1366 

 

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 June 30, 2026 compared to those used for the consolidated financial statements for the years ended December 31, 2025.

 

3.1 Recently issued IFRS

 

The amendments and new standards that became effective in 2026 were either not applicable to, or did not have a material impact on, these interim separate and consolidated financial statements, as summarized below.

 

Standard Effective date Highlights
IFRS 9 and IFRS 7 – Classify and Measurement of Financial Instruments

January 1, 2026

 

The changes clarify the criteria for the classification and measurement of financial assets and liabilities, with an emphasis on the assessment of the contractual cash flows characteristics and the entity's business model. In addition, they enhance disclosure requirements, aiming to increase transparency regarding significant judgments, financial risks, and the impacts arising from the classification and measurement of financial instruments.

 

The following is the main change in accounting standard that, based on Management's assessment, will have an impact on the Company's disclosures in subsequent periods.

 

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.

 

3.1.1 IFRS 18 - Presentation and Disclosure in Financial Statements

 

In April 2024, the IASB issued IFRS 18 Presentation and Disclosures in Financial Statements, which replaces IAS 1 and introduces new requirements aimed at improving the comparability of financial performance reporting and enhancing the transparency of the information provided to users. IFRS 18 is effective for annual reporting periods beginning on or after 1 January 2027, with early adoption permitted. The standard is required to be applied retrospectively.

 

 

AMBEV S.A.

 

While IFRS 18 does not affect the recognition or measurement of assets, liabilities, income or expenses, it’s expected to have a significant impact on the presentation of the primary financial statements and the related disclosures. IFRS 18 introduces new requirements to:

 

·present specified categories in the statement of profit or loss, including the introduction of new operating, investing and financing categories, as well as defined subtotals;
·require disclosures of management-defined performance measures (MPMs) in the notes to the financial statements; and
·strengthen the principles of aggregation and disaggregation across primary financial statements and the notes.

 

The company anticipates that the adoption of the standard will primarily affect the presentation of the statement of profit or loss and the statement of cash flows, the disclosure of management performance measures, and the structure of the related notes.

 

The company does not intend to early adopt IFRS 18 and is currently in the process of assessing and preparing for the impacts arising from its application to the individual and consolidated financial statements. The Company has assessed that the main change in presentation will be the reclassification of foreign exchange gains and losses and gains and losses on certain hedging instruments from “financial income and expenses,” as presented under IAS 1, to “operating profit,” as required under IFRS 18, when the underlying exposure measured or hedged is related to operating activities.

 

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 six-month period ended June 30, 2026.

 

The accounting policy which reflects significant estimates and judgments used in the preparation of these interim consolidated financial statements for the six-month period ended June 30, 2026 has not changed from those valid on December 31, 2025.

 

 

AMBEV S.A.

 

 

5.CASH AND CASH EQUIVALENTS AND INVESTMENT SECURITIES

 

5.1 Cash and equivalents

 

  06/30/2026 12/31/2025
     
Cash 178,984  33,360 
Current bank accounts 5,370,798  7,824,261 
Short-term bank deposits (i) 11,060,997  10,780,607 
Net cash and cash equivalents 16,610,779  18,638,228 

 

(i) The balance refers mostly to Bank Deposit Certificates (“CDBs”) and highly liquid short-term deposits, which are readily convertible into known amounts of cash and are subject to an insignificant risk of changes in value.

 

Effective January 2026, the Company ceased to consolidate its subsidiary in Cuba and started to account for as an associate using the equity method, in line with the application of the consolidation criteria under applicable accounting standards. As a result, the cash and cash equivalents balances of this investee are no longer included in the consolidated financial statements from that date. This effect is reflected in the line “Sale/(acquisition) and others related to subsidiaries, net of cash” in the Statements of Cash Flows.

 

The cash and cash equivalents balance include the amount of R$1,558,242 at June 30, 2026 (R$4,070,595 in December 31, 2025), in the consolidated financial statements, which is not freely remittable to the Parent Company. As of June 30, 2026, such restriction arises from the unavailability of foreign currency in Bolivia, although the funds remain available for use in the local operations of the respective subsidiary. As of December 31, 2025, the restricted balance also included amounts related to the operation in Cuba, totaling R$2,017,094.

 

5.2 Investment securities

 

  06/30/2026 12/31/2025
     
Financial assets at fair value through profit or loss 1,735,617  1,667,391 
Investments in debt securities (i) -    14,301 
Current assets 1,735,617  1,681,692 
     
Investments in debt securities 78,088  123,256 
Non-current assets 78,088  123,256 
     
Total 1,813,705  1,804,948 

 

(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

 

  06/30/2026 12/31/2025
     
Finished goods  3,779,028  3,218,469 
Work in progress 723,599  619,904 
Raw materials and consumables 4,841,567  5,297,699 
Spare parts and others 887,341  865,375 
Inventory in transit and prepayments 284,500  629,705 
Impairment losses (99,954) (111,062)
  10,416,081  10,520,090 

 

The changes in impairment losses on inventory are as follow:

 

  06/30/2026 12/31/2025
Balance at the end of the previous year (111,062) (141,046)
Effects of cumulative translation adjustments (CTA) 6,300  6,911 
Restructuring of subsidiaries (i) 6,432  4,007 
Provisions (71,639) (195,476)
Write-offs/reversal of provisions 70,015  214,542 
Balance at the end of the period (99,954) (111,062)

 

(i) Effect related to the deconsolidation of balance sheet amounts, including the sale of a subsidiary.

 

AMBEV S.A.

 

 

7.RECOVERABLE TAXES
  06/30/2026 12/31/2025
Exclusion of ICMS from PIS/COFINS (i) 177,998  436,593 
PIS/COFINS 180,963  143,553 
ICMS 453,945  407,345 
IPI 112,146  120,665 
Income tax and social contributions 1,713,929  2,480,759 
Other 38,584  34,464 
Current 2,677,565  3,623,379 
     
Exclusion of ICMS from PIS/COFINS (i) 7,363,094  7,118,090 
PIS/COFINS 5,835  28,315 
ICMS 296,336  320,380 
Income tax and social contributions 2,280,017  2,455,452 
Other 198,153  226,903 
Non-current 10,143,435  10,149,140 
     
Total 12,821,000  13,772,519 

 

(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.

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:

 

  06/30/2026   12/31/2025
  Assets Liabilities Net   Assets Liabilities Net
Investment securities 7,857  -    7,857    6,842  -    6,842 
Intangibles -    (1,832,916) (1,832,916)   -    (1,836,483) (1,836,483)
Employee benefits 797,700  -    797,700    786,297  -    786,297 
Trade payables 2,919,938  (2,727) 2,917,211    3,462,227  (2,135) 3,460,092 
Trade receivables 95,062  (2,637) 92,425    8,513  (11,018) (2,505)
Derivative financial instruments 55,273  (165,598) (110,325)   64,997  (171,696) (106,699)
Interest-bearing loans and borrowings 5,191  -    5,191    7,649  -    7,649 
Inventories 336,403  (176,825) 159,578    390,446  (120,188) 270,258 
Property, plant and equipment 1,075,186  (1,965,639) (890,453)   1,092,185  (1,951,498) (859,313)
Withholding tax on undistributed profits and royalties -    (1,754,521) (1,754,521)   -    (2,136,201) (2,136,201)
Investments in associates and joint ventures 340  (383,678) (383,338)   -    (383,678) (383,678)
Interest on capital 530,352  -    530,352    -    -    -   
Tax losses carried forward (i) 3,846,564  -    3,846,564    3,715,493  -    3,715,493 
Provisions 1,429,899  (18,609) 1,411,290    1,606,370  (553) 1,605,817 
Complement of income tax of foreign subsidiaries due in Brazil -    (108,739) (108,739)   -    -    -   
Impact of IFRS 16 (Leases) 4,757  (82,161) (77,404)   2,861  (78,249) (75,388)
Exclusion of ICMS from PIS/COFINS calculation basis -    (8,093) (8,093)   -    (82,550) (82,550)
Other items 174,472  (234,171) (59,699)   286,065  (163,554) 122,511 
Gross deferred tax assets/(liabilities) 11,278,994  (6,736,314) 4,542,680    11,429,945  (6,937,803) 4,492,142 
Netting by taxable entity (2,879,743) 2,879,743  -      (3,025,533) 3,025,533  -   
Net deferred tax assets/(liabilities) 8,399,251  (3,856,571) 4,542,680    8,404,412  (3,912,270) 4,492,142 

 

(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$314,817. This amount is included in the tax credits recognized under the line of tax losses carried forward. As of June 30, 2026, 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.

 

AMBEV S.A.

 

 

8.1.1 Realization of deferred taxes

 

At June 30, 2026, 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$1,435,794; and (ii) to be realized after 12 months R$(739,678).

 

8.1.2 Net change in deferred taxes

 

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

 

At December 31, 2025 4,492,142 
Investment hedges – obligations related to the acquisition of a non-controlling interest (2,003)
Cash flow hedge – gains/(losses) 16,708 
Gains/(losses) on cumulative translation adjustments [CTA]  (286,199)
Recognized in other comprehensive income (271,494)
Recognized in the income statement 535,438 
Changes recognized directly in the balance sheet (213,406)
Recognized in deferred tax (216,844)
Effects of the application of IAS 29 (hyperinflation) (216,844)
Recognized in the other balance sheet group 3,438 
At June 30, 2026 4,542,680 

 

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 June 30, 2026, the accumulated balance of these credits represented R$858,030 in taxable value (R$991,549 in December 31, 2025) equivalent to a taxable basis of R$3,252,253 in June 30, 2026 (R$3,788,686 in December 31, 2025).

 

Additionally, tax credits related to tax losses recorded in the Brazilian ECF (Tax Accounting Bookkeeping), for the purpose of calculating Taxation on a worldwide basis, ceased to be recognized, resulting in a principal amount of R$4,639,964 as of June 30, 2026 (R$5,289,511 as of December 31, 2025).

 

8.2 Income tax and social contribution

 

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

 

  Six-month period ended:   Three-month period ended:
  06/30/2026 06/30/2025   06/30/2026 06/30/2025
Income tax expenses – current (2,445,862) (2,308,051)   (1,084,057) (1,151,428)
           
Deferred tax expenses on temporary differences 404,367  357,979    187,830  219,863 
Deferred tax on taxes loss carryforward movements in the current period 131,071  269,266    31,717  302,455 
Total deferred tax (expenses)/income 535,438  627,245    219,547  522,318 
           
Total income tax expenses (1,910,424) (1,680,806)   (864,510) (629,110)

 

 

AMBEV S.A.

 

 

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

  Six-month period ended:   Three-month period ended:
  06/30/2026 06/30/2025   06/30/2026 06/30/2025
Profit before income tax 9,270,667  8,276,021    4,339,186  3,419,676 
Adjustments to the taxable basis          
Other non-taxable income (326,500) (330,312)   (180,471) (167,700)
Government grants related to taxes on sales (211,709) (193,898)   (106,741) (96,892)
Share of results of associates and joint ventures (10,671) 2,738    (11,023) 5,457 
Non-deductible expenses 307,592  305,269    220,233  64,652 
Taxation on a universal basis and other adjustments related to foreign subsidiaries 388,054  4,993    215,822  70,225 
  9,417,433  8,064,811    4,477,006  3,295,418 
Aggregated weighted nominal tax rate 29.88% 27.58%   29.95% 27.50%
Taxes payable – nominal rate  (2,813,575) (2,224,133)   (1,340,970) (906,137)
Adjustments to tax expenses          
Income tax incentives 200,824  108,140    80,128  64,506 
Deductible interest on capital 766,529  594,714    358,816  272,071 
Tax savings arising from the amortization of goodwill 1,793  1,793    897  897 
Withholding income tax (130,994) (103,527)   (21,214) (59,831)
Recognition/(write-off) of deferred charges on tax losses (34,989) (45,454)   (38,125) (17,648)
Effects of the application of IAS 29 (hyperinflation) 44,781  (27,941)   39,041  (19,717)
Other tax adjustments 55,207  15,602    56,917  36,749 
Income tax and social contribution expense (1,910,424) (1,680,806)   (864,510) (629,110)
Effective tax rate 20.61% 20.31%   19.92% 18.40%

 

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.

 

·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 2026 are mainly related to withholding tax calculated on profits earned in 2026 and to exchange differences on deferred income tax related to the undistributed profits of subsidiaries.
 

AMBEV S.A.

 

 

·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.

 

9.PROPERTY, PLANT AND EQUIPMENT

 

  06/30/2026 12/31/2025
Property, plant and equipment 23,015,548  24,617,947 
Right of use assets 2,628,661  3,026,370 
  25,644,209  27,644,317 

 

 

 

AMBEV S.A.

 

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

 

                      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  Subsidiary Restructuring (i) At December 31, 2025   Acquisition cost Depreciation Total
Land and buildings 11,129,846  (1,089,380) 411,668  12,150  (463,596) (45,497) 754,751  (118,667) 10,591,275    16,710,784  (6,119,509) 10,591,275 
Plant and equipment 12,555,289  (1,085,314) 358,182  375,785  (3,756,473) (23,935) 2,997,705  (134,001) 11,287,238    47,729,517  (36,442,279) 11,287,238 
Fixtures and accessories 927,840  (60,495) 12,817  113,453  (476,269) (8,377) 385,549  (5,448) 889,070    7,896,162  (7,007,092) 889,070 
Under construction 2,521,564  (181,846) 63,867  3,613,877  -    -    (4,175,390) 8,292  1,850,364    1,850,364  -    1,850,364 
Total 27,134,539  (2,417,035) 846,534  4,115,265  (4,696,338) (77,809) (37,385) (249,824) 24,617,947    74,186,827  (49,568,880) 24,617,947 

 

                      Carrying amount 
  At December 31, 2025 Cumulative translation adjustments (CTA) Effects of the application of IAS 29 (hyperinflation) Acquisitions  Depreciation Disposals and write-offs Transfers  Subsidiary Restructuring (i) At June 30, 2026   Acquisition cost Depreciation Total
Land and buildings 10,591,275  (410,915) 288,280  240  (242,485) (3,553) 266,860  (60,571) 10,429,131    16,605,281  (6,176,150) 10,429,131 
Plant and equipment 11,287,238  (391,014) 189,034  101,784  (1,660,173) (8,305) 1,132,874  (42,242) 10,609,196    47,540,513  (36,931,317) 10,609,196 
Fixtures and accessories 889,070  (38,177) 3,217  61,535  (225,183) (3,289) 304,012  (5,167) 986,018    7,823,616  (6,837,598) 986,018 
Under construction 1,850,364  (42,551) 16,771  974,084  -    -    (1,793,093) (14,372) 991,203    991,203  -    991,203 
Total 24,617,947  (882,657) 497,302  1,137,643  (2,127,841) (15,147) (89,347) (122,352) 23,015,548    72,960,613  (49,945,065) 23,015,548 

 

(i) Effect related to the deconsolidation of balance sheet amounts, including the sale of a subsidiary.

 

AMBEV S.A.

 

 

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

 

                      Carrying amount
  At December 31, 2024 Cumulative translation adjustments (CTA) Effects of the application of IAS 29 (hyperinflation) Additions Depreciation Write-offs Transfers  Subsidiary Restructuring (i) At December 31, 2025   Acquisition cost Depreciation Total
Buildings 1,235,289  (55,594) 7,484  697,595  (463,235) (1,135) (35,656) (649) 1,384,099    3,764,191  (2,380,092) 1,384,099 
Machinery, equipment and vehicles 1,726,325  (20,933) 608  781,748  (740,263) (212,813) 22,944  -    1,557,616    4,487,363  (2,929,747) 1,557,616 
Others 74,041  (7,666) 2,779  73,990  (60,318) (447) 2,276  -    84,655    277,870  (193,215) 84,655 
Total 3,035,655  (84,193) 10,871  1,553,333  (1,263,816) (214,395) (10,436) (649) 3,026,370    8,529,424  (5,503,054) 3,026,370 

 

                    Carrying amount
  At December 31, 2025 Cumulative translation adjustments (CTA) Effects of the application of IAS 29 (hyperinflation) Additions Depreciation Write-offs Subsidiary Restructuring (i) At June 30, 2026   Acquisition cost Depreciation Total
Buildings 1,384,099  (27,172) 1,521  154,305  (224,069) (246) -    1,288,438    3,797,573  (2,509,135) 1,288,438 
Machinery, equipment and vehicles 1,557,616  (9,590) (316) 167,795  (384,733) (116,930) (2,294) 1,211,548    4,507,590  (3,296,042) 1,211,548 
Others 84,655  (2,686) 1,455  83,377  (30,003) (7,732) (391) 128,675    340,943  (212,268) 128,675 
Total 3,026,370  (39,448) 2,660  405,477  (638,805) (124,908) (2,685) 2,628,661    8,646,106  (6,017,445) 2,628,661 

 

(i) Effect related to the deconsolidation of balance sheet amounts, including the sale of a subsidiary. 

 

 

AMBEV S.A.

 
10.TRADE PAYABLES
  06/30/2026 12/31/2025
     
Trade payables 19,540,986  22,596,092 
Related parties 1,184,208  1,146,743 
Current 20,725,194  23,742,835 
     
Trade payables 89,753  67,682 
Related parties 148,819  245,277 
Non-current 238,572  312,959 
     
Total 20,963,766  24,055,794 

 

The present value adjustment related to the obligations recorded in trade payables, at June 30, 2026 is R$273,040 million (R$243,031 million at December 31, 2025).

 

The subsidiaries in Argentina, Chile, and Panama have discount transactions of endorsed trade bills (trade payables securitization) with vendors in the amount of R$131,226 million at June 30, 2026 (R$20,247 million at December 31, 2025). 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

 

  06/30/2026 12/31/2025
     
Secured bank loans 17,580  18,831 
Other secured loans 117,001  135,510 
Lease liabilities 939,021  1,012,984 
Current liabilities 1,073,602  1,167,325 
     
Secured bank loans 63,291  80,870 
Other secured loans 164,367  176,067 
Lease liabilities 1,647,700  1,962,662 
Non-current liabilities 1,875,358  2,219,599 
     
Total 2,948,960  3,386,924 

 

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 June 30, 2026, at December 31, 2025, 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.

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:

 

 

AMBEV S.A.

 

 

    Rate %
Lease Term 06/30/2026 12/31/2025
 2026 - 2030  12.50% 12.23%
 2031 - 2040  13.18% 12.94%

 

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 likelihood 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 (i) Total
Balance at December 31, 2024 325,906  195,110  372,021  214,206  4,572  1,111,815 
CTA effect -    (1,955) (7,372) (7,435) (301) (17,063)
Constituted provisions 423,011  285,111  273,018  275,282  23,348  1,279,770 
Consumed provisions (129,832) (211,490) (165,833) (42,501) (22,511) (572,167)
Reversed provisions (93,989) (49,884) (174,778) (34,649) -    (353,300)
Balance at December 31, 2025 525,096  216,892  297,056  404,903  5,108  1,449,055 
CTA effect -    (862) (1,145) (2,191) (322) (4,520)
Constituted provisions 48,921  129,990  27,589  44,195  2,096  252,791 
Consumed provisions (60,973) (79,746) (10,544) (1,856) (6,322) (159,441)
Reversed provisions (106,092) (43,696) (17,467) (885) -    (168,140)
Balance at June 30, 2026 406,952  222,578  295,489  444,166  560  1,369,745 


(i) Restructuring provisions mainly relate to organizational improvements, right-sizing and the Group’s digitalization efforts.

 

12.1.3 Expected settlement of provisions

 

  06/30/2026   12/31/2025
  Current Non-current Total   Current Non-current Total
Tax on sales 197,633  209,319  406,952    124,282  400,814  525,096 
Labor 114,022  108,556  222,578    99,389  117,503  216,892 
Civil 84,977  210,512  295,489    81,425  215,631  297,056 
Other taxes 264,967  179,199  444,166    261,161  143,742  404,903 
Total provision for disputes and litigation 661,599  707,586  1,369,185    566,257  877,690  1,443,947 
Restructuring (i) 560  -    560    5,108  -    5,108 
Total provisions 662,159  707,586  1,369,745    571,365  877,690  1,449,055 

 

(i) Restructuring provisions mainly relate to organizational improvements, right-sizing and the Group’s digitalization efforts.

 

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 likelihood of loss assessment carried out. Such proceedings represent the following estimates.

 

  06/30/2026 12/31/2025
     
Income tax and social contribution 78,000,854  72,201,276 
Value-added and excise duties 29,577,012  28,810,054 
PIS and COFINS 1,947,187  1,876,543 
Others 3,669,580  3,046,204 
  113,194,633  105,934,077 

 

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.

 

 

AMBEV S.A.

 

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.

 

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 between December 31, 2025 and June 30, 2026, 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 06/30/2026 12/31/2025
1

Deductibility of IOC expenses

During the 2013 fiscal year, as approved in a General Meeting, the Company implemented a corporate restructuring aimed at simplifying its structure and unifying its share classes, among other objectives. One of the steps of this restructuring involved the exchange of shares and subsequent incorporation of the shares of its subsidiary Companhia de Bebidas das Américas into Ambev S.A. As a consequence of this operation, Ambev S.A. recognized in its accounting records the counterpart of the difference between the value of its shares issued for this exchange and the book value of the subsidiary's shares in equity, in accordance with IFRS 10 - Consolidated Financial Statements, under the item "adjustments to equity".

As a result of this restructuring, since 2019, Ambev has been receiving tax assessments from the Brazilian Federal Tax Authorities (“RFB”) related to the interest on capital (“IOC”) deduction for calendar years 2014 to 2021. The assessments refer primarily to the accounting and corporate effects of the restructuring carried out by Ambev in 2013 and its impact on the increase in the deductibility of IOC expenses.

In all cases Ambev obtained partially favorable decisions at the first-level administrative court and filed appeals to the Lower Administrative Court. The appeals related to tax assessments involving calendar years 2014 and 2017 to 2021 await judgment by the CARF. The favorable portion of the decisions rendered by the first-level administrative court in these cases is subject to mandatory review by the CARF as well. With respect to the tax assessment involving calendar years 2015 and 2016, in May 2024 the company obtained an unfavorable decision on the merits under discussion, but favorable as it relates to the fines charged by the tax authorities, as the court decision cancelled the qualified penalties charged. In December 2024, the favorable portion of the decision became final, and the Company appealed the unfavorable portion to CARF. In October 2025, the Company was notified of CARF’s unfavorable decision and, with respect to the main merits of the discussion, appealed to the Upper Administrative Court (“CSRF”) which awaits analysis. For a portion of the discussion relating to calendar year 2015 that became final at the administrative level, the Company appealed to the judicial courts. In December 2025, the Company obtained an unfavorable decision at the first level judicial court that did not analyze the merits of this portion of the discussion based on the understanding that it was dependent on the result of the main merits that is still pending at the administrative level. The Company will continue to discuss at the judicial level. In April 2026, the Upper Administrative Court (“CSRF”) did not accept the appeal regarding the main merits of the tax assessment and the Company filed a lawsuit to have the matter decided at the judicial level. The updated assessed value of this uncertain tax treatment, in accordance with IFRIC 23, is approximately R$32.8 billion as of June 30, 2026 (R$30.8 billion as of December 31, 2025). Due to the assessment of the likelihood of loss, no provision was made in the period.

This uncertain tax treatment, according to IFRIC 23, continued to be applied by Ambev and affected subsequent calendar years to those assessed (2022 and 2023), during which the Company also distributed IOC and deducted them from the taxable base of its Income Tax. Therefore, if the deductibility of IOC is also questioned 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 period already assessed. In December 2023, Provisional Measure 1,185, of August 2023, was converted into a law (No. 14,789/2023), which changes the basis for calculating Interest on Capital as of January 1, 2024, making this uncertain tax treatment limited to Interest on Capital calculated in accordance with legislation in force before the aforementioned law effective date.

32,786

30,782

 

 

AMBEV S.A.

 

 

2

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 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 level judicial court. In July 2024, CARF rendered a favorable decision to the Company in one case related to the 2012 calendar year, in march of 2026, such decision became final, resulting in the full cancellation of the assessment. In 2024, CARF also issued an unfavorable decision regarding evidentiary procedural requirements in a separate case involving the same matter for the 2012 tax year, and the Company filed a judicial action, which is currently awaiting a first-instance ruling. In January 2025, the Company received additional tax assessments related to the 2019 tax year and submitted administrative defenses, which were denied by the first-level administrative court in September 2025. The Company subsequently filed the corresponding voluntary appeals with CARF. In 2026, the Company received additional tax assessments related to the 2018, 2020 and 2023 tax years and filed administrative defenses which are currently awaiting judgment. With respect to proceedings relating to the remaining tax years, the Company is awaiting decisions at both the administrative and judicial levels. Additionally, tax assessments were issued imposing isolated penalties due to the alleged failure to make monthly IRPJ and CSLL payments as a result of the utilization of foreign tax credits arising from income taxes paid by foreign subsidiaries for the 2015 to 2020 tax years. The assessments relating to the 2015 to 2019 tax years were reviewed by CARF, which rendered unfavorable decisions for the Company, except for the assessment related to the 2017 tax year, for which a favorable decision was issued. None of these decisions is final, and both the Company and the tax authorities have filed appeals with the Superior Chamber of Tax Appeals (“CSRF”).

In June 2026, the Company received an unfavorable at the first-level administrative court related to the 2020 tax case and intends to file an appeal with CARF.

The updated assessed value of this uncertain tax treatment, in accordance with IFRIC 23 - Uncertainty over Income Tax Treatments, is approximately R$23.6 billion as of June 30, 2026 (R$19.1 billion as of December 31, 2025), 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 (2021-2025). 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.

23,622 19,091
3

Foreign Earnings

Since 2005, the Company and some of its subsidiaries have been subject to tax assessments filed by the RFB relating to the taxation in Brazil of profits earned by subsidiaries domiciled abroad under various arguments. The Company is challenging these assessments in the administrative and judicial courts.

In 2022 and 2023, CARF rendered favorable and partially favorable decisions to the Company, related to 2012 and 2014 calendar year. The decisions cancelled part of the disputed tax assessments, recognizing the validity of the methodology adopted by the Company with respect to the taxation of foreign profits and the goodwill amortization by foreign subsidiaries. Part of these decisions became final, representing the cancellation of the related tax contingency in the approximate amount 1.0 billion Brazilian real as of 30 September 2024. In August 2024 Ambev received a partially favorable decision from the first-level administrative court with respect to a tax assessment related to the 2018 calendar year. Both Ambev and the tax authorities filed appeals and the case awaits decision by CARF. In November 2024, Ambev received a new tax assessment relating to the taxation of foreign profits for calendar year 2019 and filed a defense, the outcome of which was partially favorable to the Company. The Company filed an appeal to CARF which is awaiting judgment. In December 2025, the Company received a new tax assessment relating to calendar year 2020 and filed the defense with the first-level administrative court. In June 2026, the first-level administrative court issued a partially favorable decision to the Company. This decision is not final, and both the Company and the tax authorities have filed appeals with CARF.

In the judicial proceedings, Ambev has received favorable injunctions that suspend the enforceability of the tax credits, as well as favorable first-level decisions. Part of these decisions were confirmed by the second-level judicial courts and other reverted. All these second-level judicial court decisions are not final and were subject to appeal by the Company and the tax authorities, as the case may be, and can be reviewed by the Superior Court of Justice.

The updated amount of this uncertain tax treatment, in accordance with IFRIC 23, already assessed, is approximately R$7.1 billion as of June 30, 2026 (R$8.0 billion as of December 31, 2025).

This uncertain tax treatment, according to IFRIC 23, continued to be applied by the Company and impacted subsequent calendar years to those assessed (2021-2025). If new inquiries 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 eventual new discussions would be consistent with the periods already assessed.

7,083 7,996

 

  Indirect taxes

Estimates

(in million of Brazilian Reais)

# Description of the main process 06/30/2026 12/31/2025
1

Social contributions – Other Credits

In 2022, Ambev received a tax assessment and administrative decisions challenging the offsetting regarding certain PIS/COFINS’ credits. The tax authorities primarily argue that (i) certain credits claimed by Ambev are unrelated to the production proceedings and (ii) Ambev has not adequately demonstrated its right to utilize such credits. The assessment was challenged at the administrative level and after a partially favorable judgment, Ambev filed an appeal with CARF, which resulted in the proceeding being remanded for tax expert examination in September 2024. In March 2026, the Lower Administrative Court (CARF) issued a partially favorable decision in the taxpayer’s appeal. While certain relevant matters were decided in favor of the company, the main issues were ruled against the taxpayer by a tie-vote. This decision is not final, as the written decision is still pending formal notice and may be subject to review by the Upper Administrative Court. The Company estimates that the updated amount classified as a possible loss related to these proceedings is approximately R$642.0 million as of June 30, 2026 (R$615.1 million as of December 31, 2025).

642 615
 

AMBEV S.A.

 

 

 

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 changes until June 30, 2026, are summarized in the table below.

 

# Description of the main processes
1

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 June 30, 2026, the accumulated amounts of R$244 million and R$700 million, respectively.

 

13.CHANGES IN EQUITY

 

13.1 Issued capital

 

At June 30, 2026, the authorized and issued capital, fully subscribed and paid in, amounting to R$58,307,362 (R$58,275,696 in June 30, 2025) was composed of 15,763,665 common shares (15,761,639 in June 30, 2025), book entry, registered, and with no par value, distributed as follows:

 

  06/30/2026   06/30/2025
Shareholder Thousands of common shares %   Thousands of common shares %
Interbrew International GmbH 8,441,666  53.56%   8,441,666  53.56%
Ambrew S.A.R.L. 1,287,715  8.17%   1,287,700  8.17%
Fundação Zerrenner 1,609,987  10.21%   1,609,987  10.21%
Market (free float) 4,113,427  26.08%   4,252,857  26.98%
Treasury shares 310,870  1.97%   169,429  1.07%
  15,763,665  100.00%   15,761,639  100.00%

 

  06/30/2026   06/30/2025
  Thousands of common shares Thousands of Real   Thousands of common shares Thousands of Real
Opening balance 15,761,639  58,275,079    15,757,657  58,226,036 
Capital increase (i) 2,026  32,283    3,982  49,660 
Balance at the end of the period 15,763,665  58,307,362    15,761,639  58,275,696 

 

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

 

 

AMBEV S.A.

 

13.2 Capital reserves

 

  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 
Gains/(losses) of controlling interest -    -    -    -    -   
Share buybacks, results from treasury shares, and share-based payments (1,740,750) -    -    72,094  (1,668,656)
Balance at June 30, 2025 (3,073,493) 53,662,811  700,898  2,377,538  53,667,754 

 

  Capital Reserves   
  Treasury shares  Share Premium  Other capital reserves  Share-based Payments   Total 
Balance at January 1, 2026 (2,947,613) 53,662,811  700,898  2,365,289  53,781,385 
Share buybacks, results from treasury shares, and share-based payments (2,662,781) -    -    56,295  (2,606,486)
Balance at June 30, 2026 (5,610,394) 53,662,811  700,898  2,421,584  51,174,899 

 

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, 2025 29,807    (365,626)   (967,117)   (1,332,743)
Share Buyback 146,902    (1,831,124)   -      (1,831,124)
Share-Based Payment (7,280)   84,294    -      84,294 
Results from shares -      -      6,080    6,080 
Balance at June 30, 2025 169,429    (2,112,456)   (961,037)   (3,073,493)
  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, 2026 145,113    (1,836,585)   (1,111,028)   (2,947,613)
Share Buyback 171,482    (2,751,334)   -      (2,751,334)
Share-Based Payment (5,725)   70,257    -      70,257 
Results from shares -      -      18,296    18,296 
Balance at June 30, 2026 310,871    (4,517,662)   (1,092,732)   (5,610,394)

 

13.3 Net income reserves

 

  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 
Fiscal incentives reserve  (496,600) -    -    (496,600)
Balance at June 30, 2025 35,628,552  4,456  17,507,411  53,140,419 

 

  Profit reserves  
  Investment reserve  Legal reserve   Fiscal incentives Total
Balance at January 1, 2026 36,337,370  4,456  17,880,252  54,222,078 
Balance at June 30, 2026 36,337,370  4,456  17,880,252  54,222,078 

 

There was no change in profit reserves in the first quarter of 2026.

 

AMBEV S.A.

 

 

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 05/04/2026 Interest on capital until 12/31/2026 2026 ON 0.0449 694,639 
              694,639 

 

Distribution of Interest on Capital (IOC) – May 2026 Resolution: At a meeting held on May 4, 2026, the Board of Directors approved the distribution of interest on capital ("IOC"), in the gross amount of R$0.0449 per Company share, corresponding to a net amount of R$0.0370 per share after withholding income tax in accordance with applicable legislation ("May 2026 IOC"). The May 2026 IOC will not be offset against the mandatory minimum dividend for the fiscal year and was calculated based on the profit for the period and the available balances reflected in the interim balance sheet as of March 31, 2026. The distribution of the May 2026 IOC will be subject to taxation in accordance with the applicable legislation. The payment will be made by December 31, 2026, on a date to be determined by the Company's Management.

 

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, 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 adjustments [CTA] (7,030,017) -    -    -    -    -    -    (7,030,017)
Cash flow hedges -    (1,346,338) -    -    -    -    -    (1,346,338)
Actuarial gains/(losses) -    -    (1,000) -    -    -    -    (1,000)
Total comprehensive income  (7,030,017) (1,346,338) (1,000) -    -    -    -    (8,377,355)
Gains/(losses) of controlling interest -    -    -    1,825  -    -    -    1,825 
Taxes on deemed dividends -    -    -    -    (4,196) -    -    (4,196)
Balance at June 30, 2025 (908,066) (97,456) (603,521) 75,832  (98,442) 156,091  (75,461,490) (76,937,052)

 

  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, 2026 (2,713,332) 350,639  (614,411) 85,732  (155,909) 156,091  (75,473,313) (78,364,503)
Comprehensive income:                
Gains/(losses) on cumulative translation adjustment [CTA] (4,500,708) -    -    -    -    -    -    (4,500,708)
Cash flow hedges -    (50,818) -    -    -    -    -    (50,818)
Actuarial gains/(losses) -    -    841  -    -    -    -    841 
Total comprehensive income  (4,500,708) (50,818) 841  -    -    -    -    (4,550,685)
Other -    -    -    -    -    -    -    -   
Balance at June 30, 2026 (7,214,040) 299,821  (613,570) 85,732  (155,909) 156,091  (75,473,313) (82,915,188)

 

 

AMBEV S.A.

 

 

14.SEGMENT REPORTING

 

(a)Reportable segments six-month period ended on June 30,:
  Brazil CAC Latin America – South Canada Consolidated
  2026 2025 2026 2025 2026 2025 2026 2025 2026 2025
                     
Net sales 25,106,203  23,276,147  4,562,724  5,441,498  8,262,259  8,831,284  4,682,213  5,038,643  42,613,399  42,587,572 
Cost of sales (12,341,105) (11,588,020) (1,945,074) (2,502,219) (4,358,991) (4,777,639) (1,936,877) (2,123,977) (20,582,047) (20,991,855)
Gross profit 12,765,098  11,688,127  2,617,650  2,939,279  3,903,268  4,053,645  2,745,336  2,914,666  22,031,352  21,595,717 
Distribution expenses (3,117,838) (3,031,349) (400,676) (444,846) (1,150,267) (1,128,412) (801,158) (852,435) (5,469,939) (5,457,042)
Sales and marketing expenses (2,617,952) (2,404,919) (336,860) (382,630) (798,912) (873,188) (583,821) (582,096) (4,337,545) (4,242,833)
Administrative expenses (1,932,535) (1,819,957) (178,291) (237,761) (408,548) (485,450) (272,673) (372,026) (2,792,047) (2,915,194)
Other operating income/(expenses) 1,345,623  1,175,584  (12,860) (2,900) 21,024  16,382  11,401  11,987  1,365,188  1,201,053 
Exceptional items (10,981) (17,299) 79,833  (4,824) (61,119) (34,397) (2,096) (16,055) 5,637  (72,575)
Income from operations 6,431,415  5,590,187  1,768,796  1,866,318  1,505,446  1,548,580  1,096,989  1,104,041  10,802,646  10,109,126 
Net financial results                 (1,542,650) (1,830,367)
Share of results of associates and joint ventures                 10,671  (2,738)
Income before income tax                 9,270,667  8,276,021 
Income tax expenses                 (1,910,424) (1,680,806)
Net income                 7,360,243  6,595,215 
                     
Acquisitions of property, plant and equipment 869,691  1,402,121  189,531  188,337  190,421  233,738  97,089  92,158  1,346,732  1,916,354 

 

 

AMBEV S.A.

 

 

(continued)

 

  Brazil CAC Latin America – South Canada Consolidated
  06/30/2026 12/31/2025 06/30/2026 12/31/2025 06/30/2026 12/31/2025 06/30/2026 12/31/2025 06/30/2026 12/31/2025
                     
Segment assets 58,131,130  58,539,954  12,761,234  14,331,925  21,720,333  23,344,458  15,760,765  16,783,598  108,373,462  112,999,935 
Inter-segment eliminations                 (2,799,149) (3,067,549)
Non-segmented assets (i)                 32,634,696  35,154,763 
Total assets                 138,209,009  145,087,149 
                     
Segment liabilities 30,346,807  32,120,900  2,954,343  5,297,547  4,847,950  7,078,599  4,139,655  4,260,622  42,288,755  48,757,668 
Inter-segment eliminations                 (2,799,152) (3,067,548)
Non-segmented liabilities (i)                 98,719,406  99,397,029 
Total liabilities                 138,209,009  145,087,149 

 

(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$44,087,910 and R$13,272,445, respectively, at June 30, 2026 (R$44,994,052 and R$14,793,973, respectively, at December 31, 2025. Net revenue attributable to the Company's operations in Argentina totaled R$3,700,968 for the six-month period ended June 30, 2026 (R$4,394,929 as of June 30, 2025), and the segmented non-current assets related to the same country totaled R$10,473,102 for the same period ended June 30, 2026 (R$9,916,672 as of December 31, 2025).

 

 

 

AMBEV S.A.

 

 

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

 

  Brazil CAC Latin America – South Canada Consolidated
  2026 2025 2026 2025 2026 2025 2026 2025 2026 2025
                     
Net sales 11,851,595  11,020,777  2,317,478  2,784,574  3,226,155  3,295,172  2,753,691  2,989,671  20,148,919  20,090,194 
Cost of sales (5,782,949) (5,596,371) (967,798) (1,244,640) (1,822,322) (1,943,746) (1,127,365) (1,261,366) (9,700,434) (10,046,123)
Gross profit 6,068,646  5,424,406  1,349,680  1,539,934  1,403,833  1,351,426  1,626,326  1,728,305  10,448,485  10,044,071 
Distribution expenses (1,534,725) (1,452,275) (204,213) (221,114) (512,852) (456,678) (446,075) (450,280) (2,697,865) (2,580,347)
Sales and marketing expenses (1,445,561) (1,273,405) (165,742) (193,938) (389,150) (375,472) (334,937) (330,091) (2,335,390) (2,172,906)
Administrative expenses (958,192) (908,143) (81,665) (124,208) (180,742) (214,674) (111,266) (179,322) (1,331,865) (1,426,347)
Other operating income/(expenses) 768,936  590,325  (17,197) (11,478) 3,685  4,557  6,742  2,451  762,166  585,855 
Exceptional items (5,145) (7,598) (3,352) (2,311) (20,658) (25,244) (2,096) (16,055) (31,251) (51,208)
Income from operations 2,893,959  2,373,310  877,511  986,885  304,116  283,915  738,694  755,008  4,814,280  4,399,118 
Net financial results                 (486,117) (973,985)
Share of results of associates and joint ventures                 11,023  (5,457)
Income before income tax                 4,339,186  3,419,676 
Income tax expenses                 (864,510) (629,110)
Net income                 3,474,676  2,790,566 

 

 

AMBEV S.A.

 

 

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

 

  six-month period ended June 30:   three-month period ended June 30:
  Brazil   Brazil
  Beer NAB Total    Beer NAB Total 
  2026 2025 2026 2025 2026 2025   2026 2025 2026 2025 2026 2025
                           
Net sales 20,751,091  18,990,371  4,355,112  4,285,776  25,106,203  23,276,147    9,791,089  8,989,614  2,060,506  2,031,163  11,851,595  11,020,777 
Cost of sales (10,046,928) (9,120,785) (2,294,177) (2,467,235) (12,341,105) (11,588,020)   (4,694,942) (4,413,494) (1,088,007) (1,182,877) (5,782,949) (5,596,371)
Gross profit 10,704,163  9,869,586  2,060,935  1,818,541  12,765,098  11,688,127    5,096,147  4,576,120  972,499  848,286  6,068,646  5,424,406 
Distribution expenses (2,467,776) (2,360,410) (650,062) (670,939) (3,117,838) (3,031,349)   (1,219,107) (1,138,921) (315,618) (313,354) (1,534,725) (1,452,275)
Sales and marketing expenses (2,371,927) (2,188,943) (246,025) (215,976) (2,617,952) (2,404,919)   (1,307,021) (1,157,287) (138,540) (116,118) (1,445,561) (1,273,405)
Administrative expenses (1,708,589) (1,593,956) (223,946) (226,001) (1,932,535) (1,819,957)   (855,043) (794,596) (103,149) (113,547) (958,192) (908,143)
Other operating income/(expenses) 1,128,868  920,614  216,755  254,970  1,345,623  1,175,584    657,202  459,781  111,734  130,544  768,936  590,325 
Exceptional items (10,981) (17,299) -    -    (10,981) (17,299)   (5,145) (7,598) -    -    (5,145) (7,598)
Income from operations 5,273,758  4,629,592  1,157,657  960,595  6,431,415  5,590,187    2,367,033  1,937,499  526,926  435,811  2,893,959  2,373,310 
Net financial results         (1,081,707) (972,154)           (300,542) (469,695)
Share of results of associates and joint ventures         (2,943) (2,771)           (2,591) (5,457)
Income before income tax         5,346,765  4,615,262            2,590,826  1,898,158 
Income tax expenses         (729,383) (290,019)           (321,412) (93,000)
Net income         4,617,382  4,325,243            2,269,414  1,805,158 

 

 

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.

 

  Six-month period ended:   Three-month period ended:
  06/30/2026 06/30/2025   06/30/2026 06/30/2025
           
Gross sales 63,482,185  63,301,087    29,848,776  29,647,661 
Excise duty (13,546,975) (13,187,360)   (6,421,938) (6,247,115)
Discounts (7,321,811) (7,526,155)   (3,277,919) (3,310,352)
Total 42,613,399  42,587,572    20,148,919  20,090,194 

 

At June 30, 2026 the Company recognized R$866,383 in tax incentives (R$735,523 at June 30, 2025). These amounts represent government grants in the nature of effective tax collection, which were recognized in the operating net revenue.

 

16.OTHER OPERATING INCOME/(EXPENSES)

 

  Six-month period ended:   Three-month period ended:
  06/30/2026 06/30/2025   06/30/2026 06/30/2025
           
Government grants and subsidized loan gains 971,991  873,196    453,127  416,571 
(Additions to)/reversals of provisions 5,009  (74,772)   11,822  (7,751)
Gains/(losses) on disposals of property, plant and equipment, intangible assets and investments of associates 62,555  62,078    34,104  29,488 
Other operating income/(expenses), net 325,633  340,551    263,113  147,547 
Total 1,365,188  1,201,053    762,166  585,855 

 

17.EXCEPTIONAL ITEMS

 

  Six-month period ended:   Three-month period ended:
  06/30/2026 06/30/2025   06/30/2026 06/30/2025
           
Restructuring (i) (80,666) (72,575)   (31,251) (51,208)
Subsidiary Restructuring (ii) 86,303  -      -    -   
Total 5,637  (72,575)   (31,251) (51,208)

 

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

 

(ii) Effect related to the deconsolidation of balance sheet amounts.

 

AMBEV S.A.

 

 

18.FINANCIAL RESULTS

 

  Six-month period ended:   Three-month period ended:
  06/30/2026 06/30/2025   06/30/2026 06/30/2025
Finance income          
Income from cash and cash equivalents 698,167  591,566    355,677  249,477 
Income from debt securities 132,549  80,568    67,039  45,649 
Income from other receivables (i) 365,180  389,506    206,589  202,327 
Total finance income 1,195,896  1,061,640    629,305  497,453 
           
Finance expenses          
Interest on accounts payable present value adjustment (647,420) (545,470)   (336,111) (273,316)
Interest on bank debts and tax incentives (87,098) (87,602)   (41,075) (43,320)
Interest on provisions for disputes and litigation (62,892) (87,911)   (12,585) (35,604)
Interest on leases (140,900) (121,559)   (68,674) (63,685)
Interest on pension plans (58,237) (55,226)   (27,511) (27,405)
Other interest expenses (ii) (198,794) (256,445)   (93,715) (124,567)
Losses on hedging instruments (iii) (704,831) (554,679)   (167,196) (276,288)
Taxes on financial transactions (105,843) (119,809)   (51,068) (50,829)
Bank guarantee expenses and surety bond premiums (185,897) (170,407)   (113,754) (101,231)
Total finance expenses (2,191,912) (1,999,108)   (911,689) (996,245)
           
Effects of the application of IAS 29 (hyperinflation) 28,335  (26,227)   17,513  (28,420)
Exchange differences, net (iv) (447,272) (1,015,386)   (141,182) (527,465)
Other financial income/(expenses) (v) (127,697) 148,714    (80,064) 80,692 
Other financial results, net (546,634) (892,899)   (203,733) (475,193)
           
Net financial results (1,542,650) (1,830,367)   (486,117) (973,985)

 

(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.

 

(v) As from the fourth quarter of 2025, the other financial income and other financial expense lines, which had previously been presented separately, began to be consolidated into the line item “Other financial results, net”. The same presentation has been applied on a comparative basis.

 

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.

 

 

AMBEV S.A.

 

19.1 Share-Based Plan

 

During the six-month period, the Company granted 9,138 thousand restricted and performance shares under the Share-Based Plan (15,146 thousand in June 30, 2025), representing a fair value of approximately R$136,265 in June 30, 2026 (R$185,063 in June 30, 2025).

 

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 06/30/2026   06/30/2025
       
Restricted and performance stocks outstanding at January 100,828    120,417 
New restricted and performance stocks during the period 9,138    15,146 
Restricted and performance stocks vested during the period (8,697)   (10,692)
Restricted and performance stocks forfeited during the period (4,350)   (4,184)
Restricted and performance stocks outstanding at the end of the period 96,919    120,687 

 

19.2 Options Plan

 

Stock options have neither been granted nor exercised during the periods ended June 30, 2026, and June 30, 2025. The total number of outstanding stock options is as follows:

 

Thousand options 06/30/2026   06/30/2025
       
Options outstanding at January 1 60,191    72,466 
Options exercised during the period (818)   -   
Options forfeited during the period (2,224)   (937)
Options outstanding at the end of the period 57,149    71,529 

 

In June 30, 2026, the exercise prices of the outstanding options ranged from R$16.34 (R$16.34 at June 30, 2025) to R$22.40 (R$22.40 at June 30, 2025), and the remaining exercise period for these options is up to 41 months. Of the 57,149 thousand outstanding options (71,529 thousand at June 30, 2025), 57,149 thousand options were vested as of June 30, 2026 (71,529 thousand at June 30, 2025).

 

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

 

In R$ per share 06/30/2026   06/30/2025
       
Options outstanding on January 1 18.91    18.26 
Options forfeited during the period 18.39    18.23 
Options exercised during the period 16.34    -   
Options outstanding at the end of the period 18.60    19.44 
Options exercisable at the end of the period 18.60    19.44 

 

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$190,555 on June 30, 2026 (R$208,730 on June 30, 2025), 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   Note  06/30/2026 12/31/2025
Assets      
Amortized cost      
Cash and cash equivalents  5.1 16,610,779  18,638,228 
Trade receivables excluding prepaid expenses    8,842,124  8,987,257 
Investment securities  5.2 78,088  137,557 
Subtotal   25,530,991  27,763,042 
Fair value through profit or loss      
Investment securities  5.2 1,735,617  1,667,391 
Derivatives hedges  20.2 636,635  778,116 
Subtotal   2,372,252  2,445,507 
Total assets   27,903,243  30,208,549 
       
Liabilities      
Amortized cost      
Trade payables 10 20,963,766  24,055,794 
Interest-bearing loans and borrowing 11 2,948,960  3,386,924 
Other liabilities   3,439,741  3,473,785 
Subtotal   27,352,467  30,916,503 
Fair value through profit or loss      
Put options granted on subsidiaries (i)   1,217,233  1,154,203 
Derivatives hedges  20.2 1,134,250  925,401 
Subtotal   2,351,483  2,079,604 
Total liabilities   29,703,950  32,996,107 

 

(i) Obligations related to the acquisition of a non-controlling interest: 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 in 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 June 30, 2026, and December 31, 2025, 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

 

              Six-month period ended: 06/30/2026   Three-month period ended: 06/30/2026
          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     19,207,938    635,332  (1,114,209)   (783,053) 124,658  36,287    (227,421) 179,386  (421,985)
    Commodities 5,506,787    418,763  (135,876)   (83,976) 440,727  286,064    141,850  330,945  (664,052)
    US Dollars 13,701,151    216,569  (978,333)   (699,077) (316,069) (249,777)   (369,271) (151,559) 242,067 
                             
Imports of fixed assets     109,062    404  (13,055)   (4,220) (4,223) 2,009    (1,612) (1,228) (3,460)
    US Dollars 109,062    404  (13,055)   (4,220) (4,223) 2,009    (1,612) (1,228) (3,460)
                             
Expenses     88,266    899  (6,617)   (2,989) (3,488) 9,335    (1,257) (886) 773 
    US Dollars 88,266    899  (6,617)   (2,989) (3,488) 9,335    (1,257) (886) 773 
Financial assets     (1,320,426)   -    (369)   23,445  -    -      10,291  -    -   
    US Dollars (1,320,426)   -    (369)   23,445  -    -      10,291  -    -   
Balance at end of the period     18,084,840    636,635  (1,134,250)   (766,817) 116,947  47,631    (219,999) 177,272  (424,672)

 

 

AMBEV S.A.

 

 

 

      12/31/2025   Six-month period ended: 06/30/2025   Three-month period ended: 06/30/2025
          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     19,317,767    749,013  (889,212)   (552,579) 693,739  (1,072,517)   (298,285) 110,647  (476,066)
    Commodities 5,280,603    620,734  (108,720)   (45,394) (42,468) 68,071    (4,505) (72,120) 38,223 
    US Dollars 14,037,164    128,279  (780,492)   (507,185) 736,207  (1,140,588)   (293,780) 182,767  (514,289)
                             
Imports of fixed assets     117,977    143  (11,449)   (566) 2,537  (7,231)   29  432  (4,568)
    US Dollars 117,977    143  (11,449)   (566) 2,537  (7,231)   29  432  (4,568)
                             
Expenses     92,349    427  (8,098)   (359) 1,180  (3,891)   (113) 406  (2,474)
    US Dollars 92,349    427  (8,098)   (359) 1,180  (3,891)   (113) 406  (2,474)
                             
Financial assets     -      28,533  (16,642)   -    -    -      -    -    -   
    US Dollars -      28,533  (16,642)   -    -    -      -    -    -   
Balance at end of the period     19,528,093    778,116  (925,401)   (553,504) 697,456  (1,083,639)   (298,369) 111,485  (483,108)

 

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 June 30, 2026, the Notional and Fair Value amounts, by instrument and maturity, were as follow:

 

    Notional Value
Hedge position Risk 2026 2027 Total
         
Cost   11,947,300  7,260,638  19,207,938 
   Commodities  2,675,027  2,831,760  5,506,787 
   US Dollars  9,272,273  4,428,878  13,701,151 
         
Imports of fixed assets   64,953  44,109  109,062 
  US Dollars  64,953  44,109  109,062 
         
Expenses   34,958  53,308  88,266 
  US Dollars  34,958  53,308  88,266 
         
Financial assets   (1,320,426) -    (1,320,426)
  US Dollars  (1,320,426) -    (1,320,426)
    10,726,785  7,358,055  18,084,840 

 

    Fair Value
Hedge position Risk 2026 2027 Total
         
Costs   (337,841) (141,036) (478,877)
  Commodities 375,673  (92,786) 282,887 
  US Dollars (713,514) (48,250) (761,764)
         
Imports of fixed assets   (11,001) (1,650) (12,651)
  US Dollars (11,001) (1,650) (12,651)
         
Expenses   (4,833) (885) (5,718)
  US Dollars (4,833) (885) (5,718)
         
Financial assets   (369) -    (369)
  US Dollars (369) -    (369)
    (354,044) (143,571) (497,615)

 

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 June 30, 2026, the Group held R$222,828 financial investments with high liquidity or in cash, classified as cash and cash equivalents and investment securities (R$164,400 at December 31, 2025).

 

AMBEV S.A.

 

 

20.3 Classification of financial instruments

 

  06/30/2026   12/31/2025
  Level 1 Level 2 Level 3 Total   Level 1 Level 2 Level 3 Total
Financial assets                  
Investment securities 1,735,617  -    -    1,735,617    1,667,391  -    -    1,667,391 
Derivatives assets at fair value through profit and loss 168,002  468,633  -    636,635    7,850  20,683  -    28,533 
Derivatives – operational hedges -    -    -    -      164,266  585,317  -    749,583 
  1,903,619  468,633  -    2,372,252    1,839,507  606,000  -    2,445,507 
Financial liabilities                  
Put options granted on subsidiaries -    -    1,217,233  1,217,233    -    -    1,154,203  1,154,203 
Derivatives liabilities at fair value through profit and loss 369  -    -    369    -    16,642  -    16,642 
Derivatives – operational hedges 14,020  1,119,861  -    1,133,881    97,982  810,777  -    908,759 
  14,389  1,119,861  1,217,233  2,351,483    97,982  827,419  1,154,203  2,079,604 

 

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

 

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. The Company, in turn, also holds a call option to acquire the Tranche B shares, exercisable from 2029 onwards, at which point both options will coexist.

 

At June 30, 2026, the Tranche B shares held by ELJ were valued at R$1,217,233 (R$1,154,203 at December 31, 2025). 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.

 

20.3.2 Reconciliation of changes in the liabilities categorized at Level 3

 

Financial liabilities at December 31, 2025 1,154,203 
Total gains and losses during the period 63,030 
   Losses/(gains) recognized in net income 68,922 
   Losses/(gains) recognized in equity (i) (5,892)
Financial liabilities at June 30, 2026 1,217,233 

 

(i) Effect of foreign exchange variation on the Net Investment Hedge (NIH) instrument.

 

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.

 

The objective of this policy is intended to provide guidelines for the management of the financial risks inherent to the capital markets in which Ambev operates. The policy includes four main aspects related to financial risk management: (i) transactional risks related to the business; (ii) credit risks of counterparties financial statement translation risk; (iii) capital structure; financing and liquidity credit risks of financial counterparties and (iv) financial statement translation risk capital structure; financing and liquidity.

 

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 June 30, 2026, the Company and its subsidiaries did not hold hedge positions to the exposure described below:

 

  06/30/2026   12/31/2025
  Risk   Risk
  Interest rate Amount in Brazilian Real   Interest rate Amount in Brazilian Real
Brazilian Reais 12.0% 1,850,765    11.1% 2,172,861 
Other 13.7% 572,436    15.1% 628,508 
US Dollars 7.8% 510    2.4% 9,750 
Canadian Dollars 5.2% 263,376    5.5% 314,790 
Pre-fixed interest rate    2,687,087      3,125,909 
           
           
Brazilian Reais 7.4% 261,873    7.6% 261,015 
Post - fixed interest rate    261,873      261,015 

 

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 flow.

 

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

 

 

AMBEV S.A.

 

 

          06/30/2026
Transaction Risk Fair Value Probable scenario Adverse scenario Remote scenario
           
Commodities hedges Increases in commodities price 282,887  334,856  1,659,585  3,036,282 
Input purchases (282,887) (335,784) (1,689,766) (3,096,643)
Foreign exchange hedges Foreign currency increases (761,764) (625,725) 2,663,523  6,088,810 
Input purchases 761,764  624,282  (3,115,310) (6,992,386)
Cost effects   -    (2,371) (481,968) (963,937)
           
Foreign exchange hedges Foreign currency increases (12,651) (12,328) 14,615  41,880 
Capex purchases 12,651  12,328  (22,826) (58,303)
Fixed asset effects   -    -    (8,211) (16,423)
           
Foreign exchange hedges Foreign currency increases (5,718) (5,413) 16,348  38,415 
Expenses 5,718  5,413  (21,137) (47,991)
Results of expense effects   -    -    (4,789) (9,576)
           
Foreign exchange hedges Foreign currency increases (369) (15,858) (330,476) (660,582)
Cash 369  15,858  330,476  660,582 
Financial assets effects   -    -    -    -   
    -    (2,371) (494,968) (989,936)

 

20.4.1.2 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.

 

20.4.1.3 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.

 

20.4.2 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 June 30, 2026. At June 30, 2026, 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.

 

              06/30/2026
  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) 32,785,380  34,702,109  32,677,967  101,199  49,548  9,950  1,863,445 
Secured bank loans 80,871  100,726  25,182  25,181  25,181  25,182  -   
Other secured loans 281,368  351,032  126,213  112,040  68,228  1,608  42,943 
Lease liabilities  2,586,721  3,277,638  1,170,639  894,475  404,191  376,240  432,093 
  35,734,340  38,431,505  34,000,001  1,132,895  547,148  412,980  2,338,481 

 

              12/31/2025
  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) 38,793,549  40,657,985  37,499,850  85,522  40,675  1,169,439  1,862,499 
Secured bank loans 99,701  126,861  27,943  25,182  23,373  50,363  -   
Other secured loans 311,577  405,106  146,216  131,495  65,261  8,253  53,881 
Lease liabilities  2,975,646  3,837,785  1,229,439  946,023  688,200  441,695  532,428 
  42,180,473  45,027,737  38,903,448  1,188,222  817,509  1,669,750  2,448,808 

 

(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.

 

    06/30/2026 12/31/2025
Debt details      
Interest-bearing loans and borrowing current and non-current   2,948,960  3,386,924 
(-) Current investment securities   (1,735,617) (1,681,692)
(-) Cash and cash equivalents   (16,610,779) (18,638,228)
Net debt/(cash)   (15,397,436) (16,932,996)

 

 

AMBEV S.A.

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

 

  06/30/2026 12/31/2025
     
Collateral given for the Company’s own liabilities 714,273  775,755 
Other commitments 749,127  491,142 
  1,463,400  1,266,897 
     
Commitments to suppliers - Property, plant and equipment and Intangibles 630,370  251,074 
Commitments to suppliers - Inventory 25,983,180  25,020,120 
  26,613,550  25,271,194 

 

At June 30, 2026, the Company had R$714,273 (R$775,755 at December 31, 2025) 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:

 

  06/30/2026 12/31/2025
     
Less than 1 year 11,548,674  12,895,064 
Between 1 and 2 years 5,759,495  2,151,696 
More than 2 years 9,305,381  10,224,434 
  26,613,550  25,271,194 

 

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

 

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.

 

 

AMBEV S.A.

 

The total remuneration of key management personnel is presented below:

 

  Six-month period ended:   Three-month period ended:
  06/30/2026 06/30/2025   06/30/2026 06/30/2025
           
Short-term benefits (i) 22,400  25,340    9,767  11,814 
Share-based payments (ii) 39,568  64,100    10,592  33,870 
Social security (iii) 4,070  3,030    1,297  1,514 
Total key Management remuneration  66,038  92,470    21,656  47,198 

 

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

 

Except for the above mentioned 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 June 30, 2026, and December 31, 2025, 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 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 six-month period ended June 30, 2026, expenses incurred and recognized by Fundação Zerrenner with third parties to provide these benefits amounted to R$205,111 (R$185,184 at June 30, 2025), of which R$184,494 and R$20,617 related to active employees and retirees, respectively (R$164,799 and R$20,385 at June 30, 2025).

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 where 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 six-month period ended June 30, 2026, the Group recognized R$32,033 (R$31,593 at June 30, 2025) and R$697,742 (R$657,876 at June 30, 2025) as royalty income and expenses, respectively, in its consolidated results.

 

AMBEV S.A.

 

 

22.3 Transactions with related parties

 

The Group’s consolidated results include R$397,277 from sales of products, services rendered and other income in the six-month period ended June 30, 2026 (R$466,979 in June 30, 2025). Regarding product purchases and other expenses, the Group recognized, in the same six-month period ended June 30, 2026, the amount to R$1,497,163 (R$1,456,769 in June 30, 2025). Additionally, an amount to R$3,249 was recognized by the Group as part of the net financial result from Transactions with related parties for the six-month period ended June 30, 2026 (R$(9,720) on June 30, 2025). 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 others.

 

23.EVENTS AFTER THE REPORTING PERIOD

 

23.1 Resolution on the payment date of the third and final installment of IOC December 2025

 

At a meeting held on July 29, 2026, the Board of Directors approved the payment date of the third and final installment of the interest on capital, the distribution of which had been approved at the Board of Directors' meeting held on December 9, 2025 ("IOC December 2025"). The payment will be made on October 6, 2026, in the gross amount of R$0.1185 per share, corresponding to an estimated net amount of R$0.1007 per share of the Company, after the withholding income tax in accordance with applicable tax legislation, totaling an aggregate net amount of approximately R$1.6 billion. The record dates considered at the time the distribution was approved remain unchanged.

 

23.2 Distribution of IOC July 2026

 

At a meeting held on July 29, 2026, the Board of Directors approved the distribution of interest on capital in the gross amount of R$0.0713 per share and an estimated net amount of R$0.0588 per Company share, after the withholding of income tax, in accordance with applicable legislation, totaling an aggregate gross amount of approximately R$ 1.1 billion ("IOC July 2026"). The July 2026 IOC will be offset against the mandatory minimum dividend for the fiscal year and will be calculated based on the profit for the period and the available balances reflected in the extraordinary balance sheet dated June 30, 2026. The distribution of the July 2026 IOC will be subject to taxation in accordance with the legislation in force. Such payment will be made by December 31, 2026, on a date to be determined by the Company's Management, based on the shareholder position as of September 21, 2026, with respect to B3 S.A. – Brasil, Bolsa, Balcão, and September 23, 2026, with respect to the New York Stock Exchange (NYSE), without monetary adjustment. The Company's shares and ADRs will trade ex-IOC beginning on September 22, 2026 (including).

 

23.3 Continuation of the share repurchase program.

 

In July 2026, as a continuation of the share repurchase program described in Note 1.3.3, the Company acquired 27,000,000 (twenty-seven million) common shares at a cost of approximately R$430 million. As a result, up to the date of issuance of these interim financial statements, the Company had acquired a total of 198,482,300 (one hundred ninety-eight million, four hundred eighty-two thousand, three hundred) common shares under the program, at a total cost of approximately R$3.2 billion.

 

23.4 Presumed Profit.

 

On July 24, 2026, the Company was notified of the unanimous favorable decision rendered by the Administrative Council of Tax Appeals ("CARF") in the administrative proceeding issued against Arosuco Aromas e Sucos Ltda. ("Arosuco"), a subsidiary of the Company, relating to the use of the presumed profit regime (lucro presumido) for the assessment of income tax and social contribution on net profit, which became final and unappealable, resulting in the cancellation of this contingency from the Brazilian Federal Revenue Service’s system (Receita Federal do Brasil). The amount already assessed relating to this uncertain tax treatment, as per ICPC 22/IFRIC 23, was BRL 623.6 million as of 30 June 2026 (BRL 601.3 million as of December 31, 2025). This proceeding was disclosed in Note 27.2.1, item 8, to the Company's Consolidated Financial Statements for the year ended December 31, 2025. As a result of the final decision, this amount will no longer be included in the total amount of uncertain tax treatments disclosed by the Company.

 

 

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: July 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