Ambev launches share buyback; up to 208M shares for cancellation

Rhea-AI Filing Summary

Ambev S.A. approved a share buyback program authorizing the repurchase of up to 208,000,000 common shares. The primary purpose is cancellation; shares not canceled may be held in treasury, transferred, or used to satisfy share-based compensation plans. The program remains in effect until April 29, 2027.

The company reported 4,253,039,958 outstanding shares as defined by CVM Resolution 77/2022. Repurchases will be recorded as a debit to the capital reserve on the balance sheet dated as of September 30, 2025. Transactions may be executed through Santander Corretora, Ágora Corretora, and Goldman Sachs do Brasil. Additional details are available on the CVM, B3, and Ambev investor relations websites.

Insights

Equity Market Analyst

Ambev authorized repurchasing up to 208,000,000 shares through April 29, 2027.

Ambev has authorized a share repurchase program for up to 208,000,000 common shares. The filing states the primary purpose is cancellation, with flexibility to hold in treasury, transfer, or use for share-based compensation. This permits multiple capital allocation outcomes depending on execution.

The repurchases will be recorded as a debit to the capital reserve on the balance sheet as of September 30, 2025, indicating the accounting treatment in Brazil. The company lists three brokers to carry out transactions, which outlines operational mechanics without implying timing or volume.

Key anchors include the authorization date on October 29, 2025 and a program end date of April 29, 2027. Actual impact depends on how much is repurchased and whether shares are canceled versus retained for compensation, which the excerpt does not quantify beyond the maximum authorization.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

Securities Exchange Act of 1934

For the month of October, 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 [National Register of Legal Entities] No. 07.526.557/0001-00
NIRE [Corporate Registration Identification Number] 35.300.368.941

MATERIAL FACT NOTICE

Ambev S.A. (“Company”) informs that its Board of Directors, in a meeting held on October 29, 2025, approved, pursuant to article 30, Paragraph 1^st, “b”, of Law 6,404/76 and CVM Resolution 77/2022, a share buyback program for the repurchase of shares issued by the Company up to the limit of 208,000,000 common shares (“Program”), with the primary purpose of cancelation, and the shares not canceled may be held in treasury, transferred and/or used to cover any share delivery requirements contemplated in the Company's share-based compensation plans. The Program will be in effect until April 29, 2027, as detailed in the Notice Regarding the Negotiation of Shares Issued by the Company, prepared and disclosed today as provided on Exhibit G of CVM Resolution 80/2022.

The Company has 4,253,039,958 outstanding shares as defined in CVM Resolution 77/2022. The acquisition will be recorded as a debit on the capital reserve in the balance sheet dated as of September 30, 2025. The transaction will be carried out through Santander Corretora de Câmbio e Valores Mobiliários S.A. (CNPJ No. 51.014.223/0001-49), Ágora Corretora de Títulos e Valores Mobiliários S.A. (CNPJ No. 74.014.747/0001-35), and Goldman Sachs do Brasil Corretora de Títulos e Valores Mobiliários S.A. (CNPJ No. 09.605.581/0001-60).

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

São Paulo, October 29, 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: October 29, 2025

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

FAQ

What did Ambev (ABEV) announce in this 6-K?

The Board approved a share buyback program authorizing repurchases of up to 208,000,000 common shares, primarily for cancellation.

How long will Ambev’s buyback program run?

The program is in effect until April 29, 2027.

How many Ambev shares are outstanding?

Ambev reported 4,253,039,958 outstanding shares as defined by CVM Resolution 77/2022.

What is the stated purpose of the buyback?

The primary purpose is cancellation; shares not canceled may be held in treasury, transferred, or used for share-based compensation.

How will the buybacks be recorded in Ambev’s accounts?

Repurchases will be recorded as a debit to the capital reserve on the balance sheet dated as of September 30, 2025.

Which brokers may execute Ambev’s buybacks?

Transactions may be carried out through Santander Corretora, Ágora Corretora, and Goldman Sachs do Brasil.

Where can investors find more information?

Details are available on the CVM, B3, and Ambev investor relations websites.