Ambev S.A. (ABEV) outlines BEES platform related-party deal with ABI group

Rhea-AI Filing Summary

Ambev S.A. reports a related-party agreement with its indirect controlling shareholder, Anheuser-Busch InBev SA/NV and its subsidiaries for the Company’s use and operation of the BEES B2B digital sales platform. The BEES Platform covers the full range of BEES products and services and technology developed by ABI and its subsidiaries, and Ambev will pay an annual amount described as aligned with market standards for this use. The agreement also gives Ambev the possibility to acquire an equity interest or participate in a transaction if a third party joins the shareholding structure of the entity that holds rights over the BEES Platform, taking into account Ambev’s investments. The decision was reviewed by Ambev’s Governance Committee with input from an independent financial advisor and then approved by the Board of Directors, with ABI and its representatives excluded from Ambev’s internal deliberations.

Insights

Corporate governance and related-party transactions analyst

Ambev formalizes a governed related-party deal for use of ABI's BEES platform.

Ambev is entering a related-party arrangement with its indirect controlling shareholder, Anheuser-Busch InBev SA/NV and subsidiaries, to use the BEES B2B digital platform. The agreement sets an annual payment described as aligned with market standards and covers the full range of BEES products, services, and technology developed by ABI and its subsidiaries.

The Company highlights governance safeguards: the transaction was reviewed and recommended by the Governance Committee based on an independent financial advisor’s assessment, and then approved by the Board of Directors. ABI and its representatives did not participate in Ambev’s approval deliberations, beyond acting as the counterparty, which is consistent with related-party best practices.

An additional feature is Ambev’s option to acquire an equity interest or participate in a transaction if a third party joins the shareholding structure of the entity owning the BEES Platform, considering Ambev’s investments. This creates potential strategic alignment with the platform’s future ownership structure, though financial impact will depend on any future transactions.

FAQ

What related-party transaction did Ambev S.A. (ABEV) disclose regarding the BEES platform?

Ambev S.A. disclosed a related-party transaction with its indirect controlling shareholder Anheuser-Busch InBev SA/NV and its subsidiaries for the use and operation of the BEES B2B digital sales platform. In exchange, Ambev will pay an annual amount that is described as aligned with market standards.

Who are the parties involved in Ambev S.A.’s BEES platform agreement?

The parties are Ambev S.A. and Anheuser-Busch InBev SA/NV together with other entities directly or indirectly controlled by ABI. ABI is identified as Ambev’s indirect controlling shareholder, making this a related-party transaction.

What rights does Ambev S.A. gain beyond using the BEES platform?

Beyond using the BEES Platform, Ambev’s agreement includes the possibility for the Company to acquire an equity interest and/or participate in a transaction if a third party joins the shareholding structure of the entity that holds the rights over the BEES Platform, considering investments made by Ambev.

How was the related-party BEES platform transaction approved within Ambev S.A.?

The transaction was reviewed and recommended by Ambev’s Governance Committee based on an assessment by an independent financial advisor. It was then reviewed and approved by the Board of Directors, following the Company’s Related Party Transactions Policy and Bylaws.

Did Anheuser-Busch InBev participate in Ambev S.A.’s approval process for the BEES agreement?

Ambev states that ABI, its partners, officers, and representatives did not participate in Ambev’s internal deliberations on approving the transaction, other than acting as the contracting party on the other side of the deal, and that there was no interference in Ambev’s decision-making process.

What is the BEES Platform described in Ambev S.A.’s related-party notice?

The BEES Platform is described as a B2B digital sales solution that includes the full range of BEES products and services, and all related technology, products, and services developed by Anheuser-Busch InBev SA/NV and its subsidiaries.

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

Accepted by SEC EDGAR 12/22/2025 - 06:33 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

Securities Exchange Act of 1934

For the month of December, 2025

Commission File Number 1565025

AMBEV S.A.

(Exact name of registrant as specified in its charter)

AMBEV S.A.

(Translation of Registrant's name into English)

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

(Address of principal executive office)

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

Form 20-F ___X___ Form 40-F _______

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

Yes _______ No ___X____

AMBEV S.A.

CNPJ/ME nº 07.526.557/0001-00

NIRE 35.300.368.941

NOTICE ON RELATED PARTIES TRANSACTIONS

AMBEV S.A. (“Company” or “Issuer”) hereby discloses the information required under Annex F of CVM Resolution No. 80/22 regarding the transaction between the Company, its controlling shareholder Anheuser-Busch Inbev SA/NV and other subsidiaries (“ABI”), concerning the use and operation of the BEES digital platform by the Company, in conformity with the required corporate approvals of the Company (“Transaction”).

Parties	The Company and ABI (together, the “Parties”).
Relationship between the parties and the Issuer	ABI is the Company’s indirect controlling shareholder. The Transaction involves ABI and other entities directly or indirectly controlled by ABI and, therefore, constitutes related parties of the Company.
Object and main terms of the Transaction	The Transaction concerns the use of the BEES digital platform by the Company. BEES is a B2B digital sales solution and comprises the full range of “BEES” products and services, as well as all technology, products and services developed by ABI and its subsidiaries (“BEES Platform”). In return for using the platform, the Company will pay an annual amount aligned with market standards. Additionally, the agreement entered between the Parties provides for the possibility of the Company to acquire an equity interest and/or participate in any transaction in the event of a third party joining the shareholding structure of the entity holding rights over the BEES Platform, considering the investments made by the Company.
Possible involvement of the counterparty, its partners or managers in the decision process concerning the Transaction or the negotiation of the Transaction as representatives of the Issuer	The Company’s decision-making process occurred independently, in accordance with its Related Party Transactions Policy and Bylaws. The Transaction was: (a) reviewed and recommended by the Company’s Governance Committee, based on an assessment by an independent financial advisor; and (b) subsequently reviewed and approved by the Board of Directors. ABI, its partners, officers, and/or representatives did not participate in the Company’s deliberations regarding the approval of the Transaction, except as the contracting party on the other side of the deal, without interference in the Company’s decision-making process.

Detailed justification of the reasons why the management of the issuer considers that the Transaction complied with the commutative conditions or provides for an adequate compensatory payment The Company’s Management conducted a detailed analysis of the terms of the Transaction, which were based on market references and conditions practiced by independent third parties in similar technology and digital services agreements. The negotiated terms and conditions for the use of the BEES Platform are aligned with market practices, having been defined based on objective and auditable criteria, including benchmarking with international providers performed by an independent financial advisor.   The Company opted to use the BEES Platform for objective and verifiable reasons, including operational synergy, system compatibility, scale, international reach, specific functionalities and information security.
Therefore, the Management considers that the Transaction observes commutative conditions and provides adequate compensatory payment, in line with arm’s length principles.

São Paulo, December 22, 2025.

Ambev S.A.

Guilherme Fleury de Figueiredo Ferraz Parolari

Chief Financial and Investor Relations Officer

SIGNATURE

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

Date: December 22, 2025

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