Ambev (NYSE: ABEV) council OKs 2025 results and profit allocation

Rhea-AI Filing Summary

Ambev S.A. filed a 6-K stating that its Fiscal Council examined the independent auditor’s report, issued without qualification by Grant Thornton, and a performance report from the Chief Financial, Investor Relations and Shared Services Officer. The council expressed a favorable opinion on approving the Management Report, the financial statements for the year ended December 31, 2025, and the proposed allocation of net income, including dividends and interest on own capital as described in those statements.

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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

Securities Exchange Act of 1934

For the month of February, 2026

Commission File Number 1565025

AMBEV S.A.

(Exact name of registrant as specified in its charter)

AMBEV S.A.

(Translation of Registrant's name into English)

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

(Address of principal executive office)

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

Form 20-F ___X___ Form 40-F _______

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

Yes _______ No ___X____

AMBEV S.A.

CNPJ [National Register of Legal Entities] No. 07.526.557/0001-00

NIRE [Corporate Registration Identification Number] 35.300.368.941

(“Company”)

Extract of the Minutes of the Meeting of the Fiscal Council of Ambev S.A.

held on February 11, 2026, drawn up in summary form

1. Date, Time and Venue: On February 11, 2026, at 11:00 a.m., in the Company’s headquarters, located at Rua Dr. Renato Paes de Barros, 1.017, 4^th floor, São Paulo/SP, Brazil.

2. Call and Attendance: Meeting with attendance of the effective members of the Fiscal Council: Messrs. José Ronaldo Vilela Rezende, Elidie Palma Bifano and Fabio de Oliveira Moser, as well as the alternate members Eduardo Rogatto Luque, Nilson Martiniano Moreira and Emanuel Sotelino Schifferle. Secretary: Roberta Bordini Prado Landi.

3. Resolutions: The effective members of the Fiscal Council expressed their approval of the Financial Statements for the fiscal year ended on December 31, 2025, the allocation of the result for the fiscal year and the Management Report, issuing its opinion as provided in Exhibit I, which will be published together with the financial statements for 2025.

4. Closure: With no further matters to be discussed, the present Minutes were drawn up and duly executed.

São Paulo, February 11, 2026.

/s/ José Ronaldo Vilela Rezende	/s/ Elidie Palma Bifano
/s/ Fabio de Oliveira Moser	/s/ Eduardo Rogatto Luque (alternate)
/s/ Nilson Martiniano Moreira (alternate)	Emanuel Sotelino Schifferle (alternate) /s/ Roberta Bordini Prado Landi Secretary

EXHIBIT I

AMBEV S.A.

CNPJ [National Register of Legal Entities] No. 07.526.557/0001-00

NIRE [Corporate Registration Identification Number] 35.300.368.941

(“Company”)

FISCAL COUNCIL OPINION

The Fiscal Council of Ambev S.A. ("Company") examined, in accordance with its duties set forth in the Company's Bylaws, in its Internal Regulations and in subsections of article 163 of Law 6,404/76, as amended: (i) the independent auditor's report, for regulatory purposes, issued without qualification by Grant Thornton Auditores Independentes; and (ii) the report on the Company's performance by the Chief Financial, Investors Relations and Shared Services Officer. Based on the examined documents and the clarifications made by the Management and by the Independent Auditors, the undersigned effective members of the Fiscal Council expressed their opinion on the approval of the Management Report, the Financial Statements for the year ended on December 31, 2025, and the allocation of net income of said fiscal year and the dividends and interest on own capital distribution as provided on the Financial Statements.

São Paulo, February 11, 2026.

/s/ José Ronaldo Vilela Rezende	/s/ Elidie Palma Bifano
/s/ Fabio de Oliveira Moser

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: February 11, 2026

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

FAQ

What did Ambev (ABEV) disclose in this February 2026 6-K filing?

Ambev disclosed that its Fiscal Council reviewed key 2025 financial documentation and issued a favorable opinion. The council supported approval of the Management Report, the 2025 financial statements, and the allocation of net income, including dividends and interest on own capital, as set out in those statements.

Which period do the approved Ambev (ABEV) financial statements cover?

The financial statements reviewed by Ambev’s Fiscal Council cover the year ended December 31, 2025. The council examined these annual statements, along with related reports, and then recommended their approval and the associated allocation of net income, dividends and interest on own capital for that fiscal year.

Which independent auditor reviewed Ambev’s 2025 financial statements?

Ambev’s 2025 financial statements were reviewed by Grant Thornton Auditores Independentes, which issued an independent auditor’s report without qualification. The Fiscal Council considered this unqualified report, along with management explanations, before issuing its favorable opinion on approving the Management Report and the financial statements for the year.

What did Ambev’s Fiscal Council conclude about dividends and net income allocation?

Ambev’s Fiscal Council supported the proposed allocation of net income for 2025, including dividends and interest on own capital. Their opinion recommends approving these distributions as presented in the financial statements, indicating alignment between the council and management on how 2025 profits should be distributed to shareholders.

Who presented the performance report reviewed by Ambev’s Fiscal Council?

The performance report was presented by Ambev’s Chief Financial, Investor Relations and Shared Services Officer. The Fiscal Council analyzed this report together with the independent auditor’s opinion before concluding that the Management Report, 2025 financial statements and profit allocation proposals were suitable for approval by the company’s governance bodies.

Does this Ambev (ABEV) 6-K indicate any audit qualifications for 2025?

The 6-K indicates that Grant Thornton Auditores Independentes issued an auditor’s report for regulatory purposes without qualification on Ambev’s 2025 financial statements. This unqualified opinion was a key input for the Fiscal Council in recommending approval of the Management Report and the 2025 financial statements.