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6-K

Ambev S.A. (ABEV)

6-K 2024-11-07 For: 2024-09-30
View Original
Added on April 12, 2026

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 November, 2024

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 - 3rdFloor04530-000 São Paulo, SPFederative 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.

Interim consolidated

financial statements atSeptember 30, 2024and report on review




Report on review of interimconsolidated financial statements

To the Board of Directors and Shareholders

Ambev S.A.

Introduction

We have reviewed the accompanying interim consolidated balance sheet of Ambev S.A. and its subsidiaries ("Company") as at September 30, 2024, the related interim consolidated income statement and comprehensive income for the quarter and nine-month period then ended and the related interim consolidated statement of changes in equity and cash flows for the nine-month period then ended and notes, comprising a summary of material accounting policies and other explanatory information.

Management is responsible for the preparation and fair presentation of these interim consolidated financial statements in accordance with the accounting standard International Accounting Standard (IAS) 34 - Interim Financial Reporting, of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these interim consolidated 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, respectively). A review of interim 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 interim consolidated financial statements referred to above is not prepared, in all material respects, in accordance with IAS 34.

São Paulo, November 7, 2024

PricewaterhouseCoopers Sérgio Eduardo Zamora
Auditores Independentes Ltda. Contador CRC 1SP168728/O-4
CRC 2SP000160/O-5

PricewaterhouseCoopers Auditores Independentes Ltda., Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16^o^

São Paulo, SP, Brasil, 04538-132

T: +55 (11) 4004-8000, www.pwc.com.br

Contents

INTERIM CONSOLIDATED BALANCE SHEET 4
INTERIM CONSOLIDATED INCOME STATEMENT 6
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 7
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 8
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS 10
1.   CORPORATE INFORMATION 11
2.   BASIS OF PREPARATION AND PRESENTATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS 11
3.   SUMMARY OF MATERIAL ACCOUNTING POLICIES 13
4.   USE OF ESTIMATES AND JUDGMENTS 14
5.   CASH AND CASH EQUIVALENTS AND INVESTMENT SECURITIES 15
6.   INVENTORIES 15
7.   RECOVERABLE TAXES 16
8.   INCOME TAX AND SOCIAL CONTRIBUTION 17
9.   PROPERTY, PLANT AND EQUIPMENT 21
10.   GOODWILL 23
11.   TRADE PAYABLES 23
12.   INTEREST-BEARING LOANS AND BORROWINGS 24
13.   PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS 24
14.   CHANGES IN EQUITY 28
15.   SEGMENT REPORTING 32
16.   NET SALES 36
17.   OTHER OPERATING INCOME/(EXPENSES) 36
18.   EXCEPTIONAL ITEMS 36
19.   FINANCIAL RESULTS 37
20.   SHARE-BASED PAYMENTS 37
21.   FINANCIAL INSTRUMENTS AND RISKS 39
22.   COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS 47
23.   RELATED PARTIES 48
24.   EVENTS AFTER THE REPORTING PERIOD 50
| **AMBEV S.A.** |

| --- |

INTERIM CONSOLIDATED BALANCE SHEET

All amounts in thousands of Brazilian Reais

Assets Note 09/30/2024 12/31/2023
Cash and cash equivalents 5.1 19,784,362 16,059,003
Investment securities 5.2 1,154,677 277,164
Trade receivables 6,087,501 5,741,457
Derivative financial instruments 21 533,652 378,049
Inventories 6 11,093,344 9,619,022
Recoverable taxes 7 2,471,625 3,435,688
Other assets 1,547,769 1,052,667
Current assets 42,672,930 36,563,050
Investment securities 5.2 248,018 242,168
Derivative financial instruments 21 2,394 1,673
Recoverable taxes 7 11,264,799 11,325,096
Deferred tax assets 8.1 9,138,239 7,969,592
Other assets 1,353,088 1,520,701
Employee benefits 65,588 57,261
Long term assets 22,072,126 21,116,491
Investments in associates and joint ventures 328,000 289,063
Property, plant and equipment 9 28,767,577 26,630,156
Intangible assets 11,552,331 10,041,733
Goodwill 10 41,893,397 38,003,640
Non-current assets 104,613,431 96,081,083
Total assets 147,286,361 132,644,133

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 09/30/2024 12/31/2023
Trade payables 11 21,071,847 23,195,101
Derivative financial instruments 21 185,193 751,362
Interest-bearing loans and borrowings 12 1,211,089 1,298,091
Payroll and social security payables 2,531,598 2,128,547
Dividends and interest on shareholders’ equity payable 1,666,361 1,526,151
Income tax and social contribution payable 1,604,295 1,340,492
Taxes and contributions payable 4,086,606 6,236,626
Other liabilities, including put option granted on subsidiaries 2,815,795 4,110,138
Provisions 13 500,330 418,389
Current liabilities 35,673,114 41,004,897
Trade payables 11 343,425 307,300
Derivative financial instruments 21 - 11,643
Interest-bearing loans and borrowings 12 2,169,184 2,202,975
Deferred tax liabilities 8.1 4,567,515 3,318,448
Income tax and social contribution payable 1,339,757 1,487,125
Taxes and contributions payable 572,973 513,315
Other liabilities, including put option granted on subsidiaries 944,668 1,083,221
Provisions 13 620,990 559,614
Employee benefits 2,170,658 2,011,793
Non-current liabilities 12,729,170 11,495,434
Total liabilities 48,402,284 52,500,331
Equity 14
Issued capital 58,226,036 58,177,929
Reserves 98,560,814 98,669,404
Carrying value adjustments (73,481,018) (77,878,043)
Retained earnings/(losses) 14,834,556 -
Equity attributable to Ambev’s shareholders 98,140,388 78,969,290
Non-controlling interests 743,689 1,174,512
Total equity 98,884,077 80,143,802
Total equity and liabilities 147,286,361 132,644,133

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

| **AMBEV S.A.** |

| --- |

INTERIM CONSOLIDATED INCOME STATEMENT

For the three and nine-month periods ended September 30

All amounts in thousands of Brazilian Reais unless otherwise stated

Nine-month period ended: Three-month period ended:
2024 2023 2024 2023
Net sales 62,417,251 59,747,622 22,096,739 20,317,765
Cost of sales (31,091,577) (29,990,311) (10,972,603) (10,223,018)
Gross profit 31,325,674 29,757,311 11,124,136 10,094,747
Distribution expenses (8,269,753) (8,206,220) (2,828,265) (2,607,819)
Commercial expenses (6,123,679) (5,608,527) (2,028,008) (1,776,858)
Administrative expenses (4,313,400) (3,893,180) (1,530,002) (1,272,024)
Other operating income/(expenses) 1,707,934 1,352,248 595,321 474,735
Exceptional items (48,178) (167,948) (18,882) (16,643)
Income from operations 14,278,598 13,233,684 5,314,300 4,896,138
Finance income 1,646,048 1,547,633 515,567 488,284
Finance expenses (2,853,655) (4,225,851) (936,110) (1,299,888)
Other net financial results (496,085) (231,024) (260,982) (26,292)
Net financial results (i) (1,703,692) (2,909,242) (681,525) (837,896)
Share of results of associates and joint ventures 1,822 (15,163) 36,844 1,440
Income before income tax 12,576,728 10,309,279 4,669,619 4,059,682
Income tax expense (2,754,357) 122,734 (1,103,318) (44,678)
Net income 9,822,371 10,432,013 3,566,301 4,015,004
Attributable to:
Equity holders of Ambev 9,556,858 10,114,289 3,460,273 3,911,740
Non-controlling interest 265,513 317,724 106,028 103,264
Basic earnings per share – common – R 0.6073 0.6424 0.2200 0.2484
Diluted earnings per share – common – R 0.6040 0.6384 0.2188 0.2469

All values are in US Dollars.

(i) As detailed in note 19 – Net financial results, as of the first quarter of 2024 the Company improved the split between financial result lines, including for comparative purposes.

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

| **AMBEV S.A.** |

| --- |

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the three and nine-month periods ended September 30

All amounts in thousands of Brazilian Reais

Nine-month period ended: Three-month period ended:
2024 2023 2024 2023
Net income 9,822,371 10,432,013 3,566,301 4,015,004
Items that may be subsequently reclassified to profit or loss:
Exchange differences on the translation of foreign operations (gains/(losses))
Investment hedge – put option granted on subsidiaries (74,043) 135,744 22,643 (61,976)
Gains/losses on translation of other foreign operations 4,133,385 (5,845,467) (1,174,030) (532,452)
Gains/losses on translation of foreign operations 4,059,342 (5,709,723) (1,151,387) (594,428)
Cash flow hedge – gains/(losses)
Recognized in equity (Hedge reserve) 152,046 (32,851) (134,157) 635,991
Reclassified from equity (Hedge reserve) and included in profit or loss (256,138) (5,949) (217,778) 111,221
Total cash flow hedge (104,092) (38,800) (351,935) 747,212
Items that will not be reclassified to profit or loss:
Re-measurements of post-employment benefits 496 3,961 (365) (269)
Other comprehensive (loss)/income 3,955,746 (5,744,562) (1,503,687) 152,515
Total comprehensive (loss)/income 13,778,117 4,687,451 2,062,614 4,167,519
Attributable to:
Equity holders of Ambev 13,453,868 4,433,195 1,999,486 4,027,481
Non-controlling interest 324,249 254,256 63,128 140,038

The consolidated statement of comprehensive income is presented net of income tax. The income tax effects of these items are disclosed in note 8 –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 nine-month period ended September 30

All amounts in thousands of Brazilian Reais

Equity attributable to Ambev’s holders
Issued capital Capital reserves Profit reserves Retained earnings Carrying value adjustments Total Non-controlling interests Total equity
At January 1, 2023 58,130,517 55,339,694 36,906,900 - (68,421,478) 81,955,633 1,372,194 83,327,827
Net Income - - - 10,114,289 - 10,114,289 317,724 10,432,013
Comprehensive income:
Gains/(losses) on cumulative translation adjustment [CTA] - - - (5,647,643) (5,647,643) (62,080) (5,709,723)
Cash flow hedges - - - (37,590) (37,590) (1,210) (38,800)
Actuarial gains/(losses) - - - 4,139 4,139 (178) 3,961
Total comprehensive income - - - 10,114,289 (5,681,094) 4,433,195 254,256 4,687,451
Capital increase (note 14) 47,412 (32,869) - - - 14,543 - 14,543
Effect of application of IAS 29 (hyperinflation) - - - 3,656,397 - 3,656,397 9,556 3,665,953
Options granted on subsidiaries - - - - 6,666 6,666 - 6,666
Gains/(losses) of controlling interest - - - - 811 811 - 811
Tax on deemed dividends - - - - (12,467) (12,467) - (12,467)
Dividends paid - - - - - - (331,215) (331,215)
Share buyback, results from treasury shares and share-based payments - 200,122 - - - 200,122 1,487 201,609
At September 30, 2023 58,177,929 55,506,947 36,906,900 13,770,686 (74,107,562) 90,254,900 1,306,278 91,561,178

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 nine-month period ended September 30

All amounts in thousands of Brazilian Reais

Equity attributable to Ambev’s holders
Issued capital Capital reserves Profit reserves Retained earnings Carrying value adjustments Total Non-controlling interests Total equity
At January 1, 2024 58,177,929 55,479,564 43,189,840 - (77,878,043) 78,969,290 1,174,512 80,143,802
Net Income - - - 9,556,858 - 9,556,858 265,513 9,822,371
Comprehensive income:
Gains/(losses) on cumulative translation adjustment [CTA] - - - 3,998,332 3,998,332 61,010 4,059,342
Cash flow hedges - - - (101,858) (101,858) (2,234) (104,092)
Actuarial gains/(losses) - - - 536 536 (40) 496
Total comprehensive income - - - 9,556,858 3,897,010 13,453,868 324,249 13,778,117
Capital increase (note 14) 48,107 - - - - 48,107 - 48,107
Effect of application of IAS 29 (hyperinflation) - - - 5,256,878 - 5,256,878 10,589 5,267,467
Gains/(losses) of controlling interest - 1,958 - - 517,291 519,249 (518,385) 864
Tax on deemed dividends - - - - (17,276) (17,276) - (17,276)
Dividends paid - - - - - - (248,391) (248,391)
Share buyback, results from treasury shares and share-based payments - (110,548) - - - (110,548) 1,115 (109,433)
Prescribed/(complementary) dividends - - - 20,820 - 20,820 - 20,820
At September 30, 2024 58,226,036 55,370,974 43,189,840 14,834,556 (73,481,018) 98,140,388 743,689 98,884,077

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

| **AMBEV S.A.** |

| --- |

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the three and nine-month periods ended September 30

All amounts in thousands of Brazilian Reais

Nine-month period ended: Three-month period ended:
Note 2024 2023 2024 2023
Net income 9,822,371 10,432,013 3,566,301 4,015,004
Adjustments by:
Depreciation, amortization and impairment 5,082,448 4,902,238 1,730,270 1,671,482
Impairment losses on receivables and inventory 245,746 272,126 68,443 87,934
Additions/(reversals) in provisions and employee benefits 210,409 107,301 79,366 35,216
Net financial results 19 1,703,692 2,909,242 681,525 837,896
Losses/(gains) on sale of property, plant and equipment and intangible assets (74,887) (54,551) (32,998) (11,978)
Share-based payment expenses 20 287,241 269,671 102,759 87,761
Income tax expense 8 2,754,357 (122,734) 1,103,318 44,678
Share of results of associates and joint ventures (1,822) 15,163 (36,844) (1,440)
Hedge operations 21.2 (374,885) (239,937) (345,416) 1,367
Other non-cash items included in profit - (9,031) - -
Cash flow from operating activities before changes in working capital 19,654,670 18,481,501 6,916,724 6,767,920
(Increase)/decrease in trade and other receivables (264,803) (581,478) 19,185 (373,086)
(Increase)/decrease in inventories (1,270,465) 833,952 78,927 996,543
Increase/(decrease) in trade and other payables (3,426,717) (5,612,067) 946,601 273,352
Cash generated from operations 14,692,685 13,121,908 7,961,437 7,664,729
Interest paid (404,664) (552,361) (133,940) (264,494)
Interest received 1,098,880 629,430 346,209 256,985
Dividends received 21,411 11,213 10,032 5,935
Income tax paid (3,223,555) (2,447,773) (75,306) 259,824
Cash flow from operating activities 12,184,757 10,762,417 8,108,432 7,922,979
Proceeds from sales of property, plant and equipment and intangible assets 117,484 83,769 26,521 25,493
Acquisitions of property, plant and equipment and intangible assets (3,229,988) (3,731,380) (1,186,002) (1,282,685)
Proceeds/(acquisitions) of subsidiaries, net of cash acquired 3,373 (46,507) (186) (46,507)
Capital increase in associates and subsidiaries - (6,334) - 2,087
Investments in short-term debt securities and net proceeds/(acquisitions) of debt securities (877,164) 191,231 32,060 91,488
Net proceeds/(acquisitions) of other assets (6,424) - (6,424) -
Cash flow from/(used in) investing activities (3,992,719) (3,509,221) (1,134,031) (1,210,124)
Capital increase 17,486 14,543 - -
Capital increase/(decrease) of non-controlling interest (1,343) - (46) -
Proceeds/(buyback) treasury shares (367,555) (79,149) (228) (54,067)
Acquisitions of non-controlling interest (1,716,959) - - -
Proceeds from borrowings 460,300 39,482 27,057 1,120
Repayment of borrowings (557,375) (180,036) (49,534) (48,045)
Cash net of finance costs other than interests (1,741,399) (2,800,028) (647,635) (861,426)
Payment of lease liabilities (994,874) (827,594) (327,556) (314,250)
Dividends and interest on shareholders’ equity paid (187,504) (292,170) (89,948) (125,381)
Cash flow from/(used in) financing activities (5,089,223) (4,124,952) (1,087,890) (1,402,049)
Net increase/(decrease) in cash and cash equivalents 3,102,815 3,128,244 5,886,511 5,310,806
Cash and cash equivalents less bank overdrafts at the beginning of the year 16,059,003 14,852,092 14,154,434 12,013,065
Effect of exchange rate fluctuations on cash and cash equivalents 622,544 (567,860) (256,583) 88,605
Cash and cash equivalents less bank overdrafts at the end of the year 19,784,362 17,412,476 19,784,362 17,412,476

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 - SP, Brazil, has as its social purpose, either directly or through participation in other companies, the production and sale of beer, draft beer, soft drinks, other non-alcoholic beverages, malt and food in general, as well as the advertising of 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 portfolio includes several own brands, like Brahma®, Skol®, Antarctica®, Original®, Colorado®, Bohemia®, Serramalte®, Quilmes®, Patagonia®, Guaraná Antarctica®, Beats® among others, and licensed brands, like Budweiser®, Corona®, Stella Artois®, Spaten® Beck’s® and Mike’s®.

The Company’s shares and American Depositary Receipts (“ADRs”) are listed on the Brasil, Bolsa, Balcão S.A. (“B3”), under the ticker “ABEV3” and on the New York Stock Exchange (“NYSE”) under the ticker “ABEV”, respectively.

The Company’s direct controlling shareholders are Interbrew International B.V. (“ITW International”), AmBrew S.à.r.l (“Ambrew”), both of which are subsidiaries of Anheuser-Busch InBev N.V. (“AB InBev”).


2. BASIS OF PREPARATION AND PRESENTATION OF THE INTERIM CONSOLIDATEDFINANCIAL STATEMENTS

The interim consolidated financial statements on September 30, 2024 have been prepared using the going-concern accounting basis and are being presented in accordance with IAS 34 – Interim FinancialReporting 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 accompanying notes previously disclosed, avoiding repetition which, in Management's opinion, provides an understanding of the Company's equity position and performance during the interim period. Therefore, the consolidated interim financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2023, prepared in accordance with International Financial Reporting Standards (“IFRS®”) issued by the IASB®.

The following notes are not disclosed in the interim consolidated financial statements:

Name of accompanying note in annual financial statements Accompanying note
(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) Impairment of non-financial assets 16
(e) Intangibles 17
(f) Trade receivables 20
(g) Employee benefits 24
| **AMBEV S.A.** |

| --- |

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, 2023:

Name of accompanying note in annual financial statements Accompanying note
(a) Summary of material accounting policies 3
(b) Use of estimates and judgments 4
(c) Income tax and social contribution 13
(d) Goodwill 15
(e) Changes in equity 22
(f) Interest-bearing loans and borrowing 23
(g) Share-based payments 25
(h) Provisions, contingent liabilities and contingent asset 27
(i) Financial instruments and risks 28
(j) 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 were approved, in their final form, by the Board of Directors on October 30, 2024.

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, rounded to the nearest thousand.

Foreign currency transactions are registered using the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated using the balance sheet date rate. Non-monetary assets and liabilities denominated in foreign currencies are translated using the foreign exchange rate prevailing as at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies stated at fair value are translated using the exchange rate in force as at the date on which the fair value was determined. Gains and losses arising from the settlement of transactions in foreign currencies and resulting from the conversion of assets and liabilities denominated in foreign currencies are recognized in the income statement.

Assets and liabilities of subsidiaries located abroad are translated using the foreign exchange rates prevailing at the balance sheet date, while amounts from the income statement and cash flow are translated utilizing the average exchange rate for the year, and changes in equity are translated at the historical exchange rate of each transaction. Translation adjustments arising from the difference between the average exchange rates and the historical rates are recorded directly in Carrying value adjustments.

In the consolidation process, exchange differences arising from the translation of equity in foreign operations and borrowing and other currency instruments designated as net investment hedges are recognized in Carrying value adjustments, an equity reserve, and included in Other comprehensive income.

| **AMBEV S.A.** |

| --- |

Even when recorded in the acquiring entity, the goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the foreign exchange rate at the balance sheet date.

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
Nine-month period ended: Three-month period ended:
Currency Name Country 09/30/2024 12/31/2023 09/30/2024 09/30/2023 06/30/2024 06/30/2023
ARS Argentinian Peso Argentina 0.0056 0.0060 0.0058 0.0203 0.0058 0.0240
BBD Barbadian Dollar Barbados 2.6857 2.3866 2.5722 2.4717 2.4767 2.5225
BOB Bolivian Peso Bolivia 0.7828 0.6956 0.7497 0.7204 0.7218 0.7352
CAD Canadian Dollar Canada 4.0307 3.6536 3.8361 3.7174 3.7058 3.7682
CLP Chilean Peso Chile 0.0061 0.0055 0.0056 0.0061 0.0054 0.0063
GTQ Quetzal Guatemala 0.7089 0.6189 0.6718 0.6401 0.6455 0.6542
USD US Dollar Panamá and Cuba 5.4481 4.8413 5.2179 5.0140 5.0241 5.1171
PYG Guarani Paraguay 0.0007 0.0007 0.0007 0.0007 0.0007 0.0007
DOP Dominican Peso Dominican Republic 0.0904 0.0831 0.0883 0.0899 0.0853 0.0921
UYU Uruguayan Peso Uruguay 0.1308 0.1241 0.1330 0.1303 0.1297 0.1311

3. SUMMARY OF MATERIAL ACCOUNTING POLICIES

The accounting practices adopted by the Company are consistent in the both years presented. There were no changes in the accounting policies and calculation methods used for the interim consolidated financial statements as at September 30, 2024 compared to those presented in the consolidated financial statements for the years ended December 31, 2023.

3.1 Recently issued IFRS

The changes in standards and new standards, which became effective in 2024 are not applicable or did not have any material impact in these consolidated financial statements. The main changes in accounting standards which, in management's assessment, could possibly generate an impact on subsequent disclosures follows:

(i) In December 2021, the Organisation for Economic Cooperation and Development<br>("OECD"), as part of the Inclusive Framework on Base Erosion and Profit Shifting ("BEPS") project, released the Global<br>Model Rules Against Base Erosion (or Global Anti-Base Erosion Model Rules - GloBE), part of “Pilar Two” project, aiming at<br>a common approach to international corporate taxation, in order to ensure that multinational economic groups within the scope of these<br>rules calculate income taxes at a minimum effective rate of 15% in each country where it operates. These rules will have to be approved<br>locally in each country that adheres to the proposal, via applicable legislation. A few countries in which the company operates have already<br>promulgated new laws or are in the process of discussing and approving them.
| **AMBEV S.A.** |

| --- |

In May 2023, the IASB® issued scope changes to IAS 12 – Income Taxes that allows a temporary exemption in accounting for deferred income taxes arising from promulgated or substantially promulgated legislation implementing OECD Pillar Two, an exemption which has been adopted by the Group.

In the Group's case, the Pillar Two Rules are effective in 2024 in some jurisdictions without material impacts in the interim financial statements as of September 30, 2024. In Brazil, on October 3, 2024, after the period ended, were published the Provisional Measure No. 1.262/24 and RFB Normative Instruction No. 2.228/24, effective as of January 1, 2025, with has the purpose of adapting Brazilian tax legislation to the Global Anti-Base Erosion Model Rules (GloBE rules) and implementing the additional Social Contribution on Net Income (CSLL), to establish a minimum effective tax rate of 15%. The Company's analysis of the potential impacts of this new legislation on its financial statements is in progress.

(ii) In August 2023, IASB®<br>issued amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates. The modifications implemented provides the<br>application of a consistent approach when assessing whether a currency is exchangeable for another currency as well as new guidelines<br>on measurement and disclosure in contexts where the currency is not considered exchangeable. The Company is evaluating potential impacts<br>from these amendments, which is required to be adopted for annual reporting periods beginning on or after 1 January 2025.
(iii) In April 2024, IASB® issued the IFRS 18 - Presentationand Disclosure in Financial Statements. This standard will replace IAS 1 - Presentation of Financial Statements, for the preparation<br>of financial statements beginning on or after January 1, 2027. The standard intends to address investor demands for more relevant and<br>comparable information disclosed in entities' financial statements. IFRS 18 introduces changes to the income statement with three new<br>categories of income and expenses - operating, investing, and financing - two mandatory subtotals, and changes in the grouping of balances.<br>Additionally, it introduces mandatory disclosures in the notes on management-defined performance measures, changes to the statement of<br>cash flows, and new requirements for presenting expenses by nature or function. The Group is currently assessing the impacts of adopting<br>this standard on its consolidated financial statements.
--- ---

Regarding the amendments to IAS 7 – Statement of Cash Flows and IFRS 7 – Financial Instruments: Disclosures, which establish new disclosure requirements for financing transactions with suppliers, the so-called "Supplier Finance Arrangements". The Group has evaluated the changes and has not identified the necessity for additional disclosures in its consolidated financial statements.

In addition, there are no other standards, standard changes or IFRIC interpretations that still haven’t been in force and that may have a material impact in entity’s consolidated financial statements. The company also has not adopted any standards in advance.


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 the application of accounting practices and the reported amounts of assets and liabilities, income and expenses. The estimates and assumptions are based on past experience and several other factors that are believed to be reasonable under the circumstances, the results of which form the basis for decision-making regarding judgments relating to the carrying amounts of assets and liabilities that are not readily evident from other sources. The actual results may differ from these estimates.

| **AMBEV S.A.** |

| --- |

The estimates and assumptions are reviewed on a regular basis. Changes in accounting estimates may affect the period during which they are realized, or future periods.

The accounting policy which reflects significant estimates and judgments used in the preparation of these interim consolidated financial statements for the nine-month period ended September 30, 2024 have not changed from those valid on December 31, 2023.

| **AMBEV S.A.** |

| --- | | 5. | CASH AND CASH EQUIVALENTS AND INVESTMENT SECURITIES | | --- | --- |


5.1 Cash and equivalents


09/30/2024 12/31/2023
Cash 137,928 267,077
Current bank accounts 8,578,606 6,818,336
Short-term bank deposits ^(i)^ 11,067,828 8,973,590
Cash and cash equivalents 19,784,362 16,059,003

(i) The balance refers mostly to Bank Deposit Certificates (“CDBs”), high liquidity bonds, which are readily convertible into known amounts of cash, and which are subject to an insignificant risk of change in value.

The cash and cash equivalents balance includes the amount of R$3,664 million as at September 30, 2024 (R$3,768 million in December 31, 2023), which is not freely transferable to the parent company due to remittance restrictions in Cuba and Argentina, although available for use in the local operations of the subsidiaries in question.

5.2 Investment securities

09/30/2024 12/31/2023
Financial assets at fair value through profit or loss 1,154,677 277,164
Current assets 1,154,677 277,164
Investment on debt securities ^(i)^ 248,018 242,168
Non-current assets 248,018 242,168
Total 1,402,695 519,332

(i) The balance refers substantially to financial investments linked to tax incentives that are not readily convertible into a known amount of cash.


6. INVENTORIES
09/30/2024 12/31/2023
--- --- ---
Finished goods 4,188,336 2,990,337
Work in progress 766,846 826,520
Raw materials and consumables 4,661,081 4,599,874
Spare parts and others 974,041 806,867
Prepayments 629,180 537,871
Impairment losses (126,140) (142,447)
11,093,344 9,619,022
| **AMBEV S.A.** |

| --- |

The changes in impairment losses on inventory are as follows:

09/30/2024 12/31/2023
Balance at the end of the previous year (142,447) (160,173)
Effects of cumulative translation adjustment (CTA) (9,665) 12,932
Provisions (176,132) (262,884)
Write-offs 202,104 267,678
Balance at the end of the period (126,140) (142,447)

7. RECOVERABLE TAXES****
09/30/2024 12/31/2023
--- --- ---
PIS/COFINS exclusion of ICMS ^(i)^ 287,179 219,010
PIS/COFINS 69,585 170,426
ICMS 357,021 426,936
IPI 120,676 112,541
Income tax and social contributions 1,536,252 2,436,614
Other 100,912 70,161
Current 2,471,625 3,435,688
PIS/COFINS exclusion of ICMS ^(i)^ 6,695,512 6,490,398
ICMS 378,209 436,508
Income tax and social contributions 3,870,133 4,087,032
Other 320,945 311,158
Non-current 11,264,799 11,325,096
Total 13,736,424 14,760,784

(i) Over the last few years, as disclosed in the respective annual consolidated financial statements, the Company recognized at the income statement PIS and COFINS credits arising from the exclusion of ICMS, including in the form of tax substitution, from the calculation basis. The effect of that entry impacts the balance sheet, in the item Recoverable PIS/COFINS – exclusion of ICMS, according to the table above.

| **AMBEV S.A.** |

| --- | | 8. | INCOME TAX AND SOCIAL CONTRIBUTION | | --- | --- |


8.1 Deferred income tax and social contribution

The details of the amount of deferred income tax and social contribution by type of temporary difference are as follows:

09/30/2024 12/31/2023
Assets Liabilities Net Assets Liabilities Net
Investment securities 8,147 - 8,147 8,231 - 8,231
Intangible - (1,904,063) (1,904,063) - (1,369,738) (1,369,738)
Employee benefits 915,866 - 915,866 856,512 - 856,512
Trade payables 3,401,435 - 3,401,435 2,843,806 (3,281) 2,840,525
Trade receivables 32,671 (5,186) 27,485 43,807 (7,002) 36,805
Derivative financial instruments 31,040 (115,513) (84,473) 31,091 (77,210) (46,119)
Interest-bearing loans and borrowings 8,411 - 8,411 7,518 - 7,518
Inventories 61,521 (112,288) (50,767) 268,589 (59,561) 209,028
Property, plant and equipment 1,053,481 (2,333,388) (1,279,907) 714,218 (1,837,179) (1,122,961)
Withholding tax on undistributed profits and royalties - (1,849,673) (1,849,673) - (1,385,500) (1,385,500)
Investments in associates and joint ventures - (383,678) (383,678) - (383,678) (383,678)
Interest on shareholders’ equity 881,777 - 881,777 - - -
Tax losses carryforward 4,064,849 - 4,064,849 4,383,261 - 4,383,261
Provisions 1,352,230 (14,408) 1,337,822 1,026,343 (4,637) 1,021,706
Complement of income tax of foreign subsidiaries due in Brazil - (136,628) (136,628) - - -
Impact of the adoption of IFRS 16 (Leases) - (40,065) (40,065) 14,484 (19,679) (5,195)
Exclusion of ICMS from PIS/COFINS calculation basis - (75,842) (75,842) - (228,510) (228,510)
Other items 257,780 (527,752) (269,972) 266,340 (437,081) (170,741)
Gross deferred tax assets/(liabilities) 12,069,208 (7,498,484) 4,570,724 10,464,200 (5,813,056) 4,651,144
Netting by taxable entity (2,930,969) 2,930,969 - (2,494,608) 2,494,608 -
Net deferred tax assets/(liabilities) 9,138,239 (4,567,515) 4,570,724 7,969,592 (3,318,448) 4,651,144

Among the deferred tax assets on tax losses carryforward, the tax authorities unilaterally offset in tax proceedings the total amount of R$268,602 (R$268,602 in December 31, 2023), which is equivalent to R$790,005 (R$790,005 in December 31, 2023) in tax losses basis. Such proceedings are classified as having a possible likelihood of loss.


| **AMBEV S.A.** |

| --- |

8.1.1 Realization of deferred taxes

As at September 30, 2024 the deferred tax assets and liabilities are expected to be utilized/settled, as follows:

09/30/2024
Deferred taxes not related to tax losses to be realized until 12 months to be realized after 12 months Total
Investment securities - 8,147 8,147
Intangible - (1,904,063) (1,904,063)
Employee benefits 223,967 691,899 915,866
Trade payables (55,958) 3,457,393 3,401,435
Trade receivables 23,393 4,092 27,485
Derivative financial instruments (86,560) 2,087 (84,473)
Interest-bearing loans and borrowings - 8,411 8,411
Inventories (49,429) (1,338) (50,767)
Property, plant and equipment 16,166 (1,296,073) (1,279,907)
Withholding tax on undistributed profits and royalties - (1,849,673) (1,849,673)
Investments in associates and joint ventures - (383,678) (383,678)
Interest on shareholders’ equity 881,777 - 881,777
Provisions 597,922 739,900 1,337,822
Complement of income tax of foreign subsidiaries due in Brazil (136,628) - (136,628)
Impact of the adoption of IFRS 16 (Leases) - (40,065) (40,065)
Exclusion of ICMS from PIS/COFINS calculation basis - (75,842) (75,842)
Other items (124,549) (145,423) (269,972)
Total 1,290,101 (784,226) 505,875
Deferred tax related to tax losses carryforward 09/30/2024
--- ---
2025 373,730
2026 1,509,387
2027 787,200
2028 to 2030 1,049,307
2031 onward^(i)^ 345,225
Total 4,064,849

(i) The Company has no tax losses expected to be realized in more than 10 years.

8.1.2 Changes in deferred taxes

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

At December 31, 2023 4,651,144
Recognition of actuarial gains/(losses) (92)
Cash flow hedge – gains/(losses) (206,991)
Gains/(losses) on cumulative translation adjustment [CTA] 622,819
Recognized in other comprehensive income 415,736
Recognized in the income statement 636,039
Changes directly in the balance sheet (1,132,195)
Recognized in deferred tax (726,753)
Effect of application of IAS 29 (hyperinflation) (726,753)
Recognized in other balance sheet group (405,442)
At September 30, 2024 4,570,724

| **AMBEV S.A.** |

| --- |

8.1.3 Deferred tax asset related to tax losses

As of September 30, 2024, besides the tax credits related to tax losses carryforward effectively recognized in the amounts disclosed above, other tax credits related to tax losses carryforward were not recorded, since their realization is not probable in currently Management evaluation. The accumulated amount represents R$834,599 (R$669,024 in December 31, 2023) - which is equivalent, in value basis, to R$3,183,482 at September 30, 2024 (R$2,521,047 in December 31, 2023).

8.2 Income tax and social contribution

Income taxes reported in the income statement are analyzed as follows:

Nine-month period ended: Three-month period ended:
09/30/2024 09/30/2023 09/30/2024 09/30/2023
Income tax expense – current (3,390,396) (2,790,108) (1,277,530) (1,269,706)
Deferred tax expense on temporary differences 954,451 2,732,018 27,978 1,323,060
Deferred tax on tax loss carryforward movements in the current period (318,412) 180,824 146,234 (98,032)
Total deferred tax (expense)/income 636,039 2,912,842 174,212 1,225,028
Total income tax expenses (2,754,357) 122,734 (1,103,318) (44,678)

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

Nine-month period ended: Three-month period ended:
09/30/2024 09/30/2023 09/30/2024 09/30/2023
Profit before income tax 12,576,728 10,309,279 4,669,619 4,059,682
Adjustment on a taxable basis
Others non-taxable income (376,439) (622,435) (122,530) (131,521)
Government grants related to excise duties (27,819) (2,173,355) (27,819) (769,185)
Share of results of associates and joint ventures (1,822) 15,163 (36,844) (1,440)
Non-deductible expenses 49,925 31,518 15,125 11,924
Foreign profit calculation (30,084) 422,581 36,013 161,926
12,190,489 7,982,751 4,533,564 3,331,386
Aggregated weighted nominal tax rate 28.57% 28.97% 27.22% 29.65%
Taxes payable – nominal rate (3,483,053) (2,312,373) (1,233,924) (987,677)
Adjustment on tax expense
Income tax incentives 399,534 77,282 75,263 29,604
Deductible interest on shareholders’ equity 874,698 2,758,884 363,660 1,082,183
Tax savings from goodwill amortization 2,689 12,868 896 4,289
Withholding income tax (564,870) (222,846) (154,958) (122,082)
Recognition/(write-off) of deferred charges on tax losses (105,234) 29,102 (73,809) 123,485
Effect of application of IAS 29 (hyperinflation) 57,222 (409,960) (294) (152,379)
Others with reduced taxation 64,657 189,777 (80,152) (22,101)
Income tax and social contribution expense (2,754,357) 122,734 (1,103,318) (44,678)
Effective tax rate 21.90% -1.19% 23.63% 1.10%

The main events that impacted the effective tax rate for the period were:

· Government grants for excise duties: Related to regional<br> incentives and economic development policies, these are related primarily to local production, contributing to economic and social<br> impact, and, when reinvested, were not subject to income tax and social contribution, before the advent of Federal Law 14.789/2023,<br> which explains the relevant impact on the effective tax rate in the comparative period. In this regard, since August 2024, the<br> group's companies have been obtaining favorable preliminary injunctions in their operations<br>in Brazil that exempt them from paying IRPJ/CSLL on the amounts calculated as government grants for investment related to tax benefits<br>known as presumed ICMS credits. The amounts described in this line are usually impacted by fluctuations in the volume, price and any eventual<br>increases in state VAT (“ICMS”), reflected in other operating income or net sales depending on its nature. At the end of 2023,<br>the amounts related to tax incentives were allocated to the profit reserve, according to note 14 –<br>Changes in equity.
| **AMBEV S.A.** |

| --- | | · | Foreign profit calculation: shows complement of income tax on foreign<br>subsidiaries due in Brazil according to the regulations of Law No. 12,973/14 and taxable adjustments of the foreign companies consolidated<br>in the group. | | --- | --- | | · | Income tax incentive: refers mainly to income tax incentives granted<br>by the Federal Government to promote regional development in some areas of the North and Northeast of the country. These incentives are<br>recorded in the income statement on an accrual basis and allocated to the tax incentive reserves account, in accordance with item (14.3.1)<br>"Tax incentives" of note 14 – Changes in equity. | | --- | --- | | · | Withholding income tax: The amount is mainly related to dividends already<br>distributed or to be distributed by subsidiaries located outside of Brazil, applicable according to local tax legislation. The recorded<br>values in 2024 are mainly related to withholding tax on dividends distributed in 2024 and the exchange rate variation of the deferred<br>income tax related to subsidiary profits undistributed. | | --- | --- | | · | Deductible interest on shareholders’ equity (or<br>Interest on Capital – “IOC”): under Brazilian law, companies have an option to remunerate their shareholders<br>through the payment of Interest on shareholders’ equity, which amount is impacted by the taxable result, profit reserves of the<br>Company and by the long-term interest rate (“TJLP”). These remunerations are deductible for income tax purposes. On December<br>29, 2023, the Federal Law No. 14,789/23 was enacted, effective as of January 1, 2024, which limited, as from that date, the equity accounts<br>that could be used in the interest on shareholders’ equity calculation basis. | | --- | --- | | · | Effect of application of IAS 29 (hyperinflation): our subsidiary in<br>Argentina, which operates in a hyperinflationary economy, is subject to monetary correction of non-financial assets and liabilities, equity<br>and income statement, which, at times, reflects in the consolidated effective tax rate and implies variation between periods. | | --- | --- |

| **AMBEV S.A.** |

| --- | | 9. | PROPERTY, PLANT AND EQUIPMENT | | --- | --- |


09/30/2024 12/31/2023
Property, plant and equipment 25,803,212 23,662,728
Right of use assets 2,964,365 2,967,428
28,767,577 26,630,156

9.1 Changes in the carrying amount ofproperty, plant, and equipment

Carrying amount
At December 31, 2022 Cumulative translation adjustment (CTA) Effects of application of IAS 29 (hyperinflation) Acquisitions Depreciation Disposals and write-offs Transfers At December 31, 2023 Acquisition cost Depreciation
Land and buildings 9,698,425 (1,485,238) 663,123 44,741 (481,587) (3,738) 800,535 9,236,261 14,287,840 (5,051,579)
Plant and equipment 11,589,556 (1,726,730) 779,390 1,230,174 (3,533,364) (39,135) 2,488,955 10,788,846 39,509,056 (28,720,210)
Fixtures and accessories 1,323,571 (193,404) 86,460 56,419 (541,605) (13,471) 373,702 1,091,672 7,074,126 (5,982,454)
Under construction 4,349,748 (311,718) 120,197 3,283,918 - (3,391) (4,892,805) 2,545,949 2,545,949 -
26,961,300 (3,717,090) 1,649,170 4,615,252 (4,556,556) (59,735) (1,229,613) 23,662,728 63,416,971 (39,754,243)

Carrying amount
At December 31, 2023 Cumulative translation adjustment (CTA) Effects of application of IAS 29 (hyperinflation) Acquisitions Depreciation Disposals and write-offs Transfers At September 30, 2024 Acquisition cost Depreciation
Land and buildings 9,236,261 247,632 955,867 16,427 (369,658) (21,888) 444,331 10,508,972 16,251,037 (5,742,065)
Plant and equipment 10,788,846 282,418 1,018,426 489,051 (2,804,903) (5,037) 1,701,416 11,470,217 45,507,098 (34,036,881)
Fixtures and accessories 1,091,672 27,458 78,408 29,209 (391,203) (20,714) 81,093 895,923 7,913,660 (7,017,737)
Under construction 2,545,949 68,167 141,502 2,402,967 - - (2,230,485) 2,928,100 2,928,100 -
23,662,728 625,675 2,194,203 2,937,654 (3,565,764) (47,639) (3,645) 25,803,212 72,599,895 (46,796,683)

| **AMBEV S.A.** |

| --- |

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

Carrying amount
At December 31, 2022 Cumulative translation adjustment (CTA) Effects of application of IAS 29 (hyperinflation) Additions Depreciation Disposals and write-offs Transfers At December 31, 2023 Acquisition cost Depreciation
Buildings 1,350,836 (49,482) 11,951 343,028 (451,693) (30,532) (1,842) 1,172,266 2,925,946 (1,753,680)
Machinery, vehicles and others 1,743,554 (32,731) 15,496 1,313,799 (773,939) (475,532) 4,515 1,795,162 3,534,476 (1,739,314)
Total 3,094,390 (82,213) 27,447 1,656,827 (1,225,632) (506,064) 2,673 2,967,428 6,460,422 (3,492,994)
Carrying amount
--- --- --- --- --- --- --- --- --- --- ---
At December 31, 2023 Cumulative translation adjustment (CTA) Effects of application of IAS 29 (hyperinflation) Additions Depreciation Disposals and write-offs Transfers At September 30, 2024 Acquisition cost Depreciation
Buildings 1,172,266 50,393 5,778 296,597 (314,788) (22,338) (3,023) 1,184,885 3,216,733 (2,031,848)
Machinery, vehicles and others 1,795,162 22,780 20,715 609,709 (659,456) (8,359) (1,071) 1,779,480 4,186,706 (2,407,226)
Total 2,967,428 73,173 26,493 906,306 (974,244) (30,697) (4,094) 2,964,365 7,403,439 (4,439,074)
| **AMBEV S.A.** |

| --- | | 10. | GOODWILL | | --- | --- |


09/30/2024 12/31/2023
Balance at the end of the previous year 38,003,640 40,594,038
Effects of cumulative translation adjustment (CTA) 1,706,064 (4,067,916)
Effect of application of IAS 29 (hyperinflation) 2,148,278 1,481,136
Acquisitions, (write-offs) and disposal through business combinations 35,415 (3,618)
Balance at end of the period 41,893,397 38,003,640

Impairment testing

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 nine-month period ended September 30, 2024.


11. TRADE PAYABLES
09/30/2024 12/31/2023
--- --- ---
Trade payables 19,077,242 21,278,615
Related parties (note 23) 1,994,605 1,916,486
Current 21,071,847 23,195,101
Trade payables 113,281 107,386
Related parties (note 23) 230,144 199,914
Non-current 343,425 307,300
Total 21,415,272 23,502,401

The present value adjustment recorded for trade payables, at September 30, 2024 is R$201 million (R$308 million at December 31, 2023).

The subsidiaries in Argentina, Chile, Paraguay and Panama have discounted trade payables with endorsement (trade payables securitization) with vendors in the amount of R$85 million at September 30, 2024 (R$159 million at December 31, 2023). In general, abovementioned discount transactions occur by legal impositions existing in these jurisdictions. These transactions maintain their commercial characteristics since there are no change in previously established conditions (amount, terms, and counterpart) and its vendor’s choice to carry out the anticipation of its receivables with the Company, therefore, these operations do not result in any additional obligations for the Company.


12. INTEREST-BEARING LOANS AND BORROWINGS

09/30/2024 12/31/2023
Secured bank loans 20,507 14,938
Other secured loans 137,143 136,269
Lease liabilities 1,053,439 1,146,884
Current liabilities 1,211,089 1,298,091
Secured bank loans 96,940 111,628
Other secured loans 231,824 279,401
Lease liabilities 1,840,420 1,811,946
Non-current liabilities 2,169,184 2,202,975
Total 3,380,273 3,501,066
| **AMBEV S.A.** |

| --- |

Additional information regarding the exposure of the Company to interest rate, foreign currency risk and debt repayment schedule is disclosed in note 21 - Financial instruments and risks.

12.1 Contractual clauses (Covenants)

In the nine-month period ended September 30, 2024, as well as at December 31, 2023 and until the date of issue of these interim consolidated financial statements there were no events of default, breach of covenant clauses or significant contractual changes that would result in changes to the payment terms of loan and financing contracts.

12.2 Terms and discount rates of leasing contracts

The Company estimates discount rates based on risk-free interest rates observed in the Brazilian market, for the terms of its contracts, adjusted to their reality (credit spread). Spreads were obtained with financial institutions. The following table shows the weighted average of rates applied considering the terms of the existing contracts:

Rate %
Lease Term 09/30/2024
2024 - 2027 11.08%
2028 – 2035 11.26%

13. 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 probability of loss, carried out by the Company with the support of its legal advisors, considers the probability of the Company position being accepted at the end of the process, considering the applicable legislation, the case law on the subject and the existing evidence. Due to their nature, these legal proceedings involve inherent uncertainties, including, but not limited to, courts rulings negotiations between affected parties and governmental actions and, as a consequence, Ambev's Management cannot, at this stage, estimate the likely timing of resolution of these matters.


13.1 Provision

The Company and some of its subsidiaries are involved in lawsuits, mainly of a tax, civil and labor nature, which are considered probable of loss, and which are fully provisioned, under the terms of IAS 37 - Provisions, Contingent Liabilities and Contingent Assets. Legal proceedings are considered with a probable likelihood of loss when there is consolidated or binding case law unfavorable to the thesis defended by the Company and its subsidiaries, or, in the case of a factual or evidentiary discussion, when the Company and its subsidiaries do not have the necessary and sufficient evidence to prove the right alleged.


13.1.1 Main legal proceedings with a probable likelihoodof loss:

Excise duties: 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.

| **AMBEV S.A.** |

| --- |

Labor: the Company and its subsidiaries are parties to labor proceedings with former employees, including former employees of service providers companies. 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 refers to former distributors, mainly in Brazil, mostly claiming damages resulting from the termination of their contracts.


13.1.2 Provision changes

Excise duties Labor Civil Other taxes**^(i)^** Restructuring Total
Balance at December 31, 2022 246,948 132,101 335,934 192,929 11,797 919,709
Effect of cumulative translation adjustment (CTA) - (2,774) (35,824) (6,283) (506) (45,387)
Additions 135,768 247,769 234,556 75,635 3,190 696,918
Provisions consumed (27,321) (181,662) (121,944) (40,777) (11,211) (382,915)
Provisions reversed (73,223) (45,497) (72,545) (19,057) - (210,322)
Balance at December 31, 2023 282,172 149,937 340,177 202,447 3,270 978,003
Effect of cumulative translation adjustment (CTA) - 288 (613) 5,432 393 5,500
Additions 75,544 201,381 117,269 22,725 17,293 434,212
Provisions consumed (2,430) (132,526) (22,638) (5,759) (16,388) (179,741)
Provisions reversed (48,245) (38,485) (23,079) (6,845) - (116,654)
Balance at September 30, 2024 307,041 180,595 411,116 218,000 4,568 1,121,320

(i) Other taxes refer to provisions for legal proceedings concerning taxes other than excise duties and income taxes. The uncertain tax treatments related to income taxes with a prognosis of probable loss have their value reported directly in the income tax and social contribution payable, as per IFRIC 23 - Uncertaintyon the Treatment of Income Taxes.


13.1.3 Expected settlement


12/31/2023
Excise duties Labor Civil Other taxes**^(i)^** Restructuring Total
Current 113,652 67,248 226,736 7,483 3,270 418,389
Non-current 168,520 82,689 113,441 194,964 - 559,614
Total 282,172 149,937 340,177 202,447 3,270 978,003

09/30/2024
Excise duties Labor Civil Other taxes**^(i)^** Restructuring Total
Current 188,823 60,322 226,880 19,737 4,568 500,330
Non-current 118,218 120,273 184,236 198,263 - 620,990
Total 307,041 180,595 411,116 218,000 4,568 1,121,320

(i) Other taxes refer to provisions for legal proceedings concerning taxes other than excise duties and income taxes. The uncertain tax treatments related income taxes with a prognosis of probable loss have their value reported directly in the income tax and social contribution payable, as per IFRIC 23 - Uncertainty on the Treatment of IncomeTaxes.


The expected settlement of provisions was based on management’s best estimate in conjunction with their internal and external legal advisors at the interim consolidated balance sheet date.

| **AMBEV S.A.** |

| --- |

13.2 Contingencies


The Company and its subsidiaries maintain administrative and judicial disputes with fiscal authorities in Brazil related to certain fiscal 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, considering the regular compliance with tax laws, case law, and evidence produced, aligned with IFRIC 23. The Company also has tax actions related to other taxes, which involve risk of a possible loss, according to management's assessment. To these uncertain tax treatments and possible contingencies there are no recorded provisions, due to the assessment carried out. The composition and estimates are as following:

09/30/2024 12/31/2023
Income tax and social contribution 65,124,386 63,620,985
Value-added and excise duties 27,660,961 26,761,034
PIS and COFINS 1,998,969 3,496,221
Others 1,779,306 1,679,407
96,563,622 95,557,647

Contingencies with a remote risk of loss are not disclosed, as the possibility of any outflow of resources embodying economic benefits is remote, in accordance with IAS 37 - Provisions, Contingent Liabilities andContingent Assets.

The Company and its subsidiaries have guarantee-insurance and letters of guarantee for some legal actions, presented as guarantee for civil, labor and tax execution or to enable resources of labor nature.

The Company is also a party to other tax lawsuits in which it is an active party and discusses the possibility of recovering or failing to pay taxes which, in Management's opinion, do not have constitutional and/or legal support for their demand. As disclosed in its accounting policy, the Company does not recognize contingent assets. If the inflow of economic benefits becomes probable, according to a prognosis assessment conducted by external legal advisors in addition to Management's internal assessment, the Company discloses the contingent asset. When the inflow of economic benefits becomes virtually certain, such as when the legal decision is final and the gain can be estimated with certainty, the asset is no longer contingent, and the Company recognizes it in the financial statements for the period in which there was a change in estimate occurred.

13.2.1 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 until September 30, 2024, are summarized in the table below, along with their respective estimated values involved in the cases.

| **AMBEV S.A.** |

| --- | | | Uncertainty over the treatment of income taxes<br><br> <br>In accordance with IFRIC 23 (Note 8 - Income tax and social contribution) | Estimates<br><br> <br>(in million of Brazilian Reais) | | | --- | --- | --- | --- | | # | Description of the main processes | 09/30/2024 | 12/31/2023 | | 1 | Deductibility of Interest on Shareholders’ Equity (or Interest On Capital – “IOC”) expenses<br><br> <br>In 2013, as approved in a Shareholders Meeting, Ambev implemented a corporate<br> restructuring with the purpose of simplifying its corporate structure and converting into a single class of shares company, among other<br> reasons. One of the steps of such restructuring involved a contribution of shares followed by the merger of shares of its controlled entity,<br> Companhia de Bebidas das Americas, into Ambev. As one of the results of this restructuring, the counterpart registered the positive difference<br> between the value of shares issued for the merger and the net equity value of its controlled entity’s share, as per IFRS 10/CPC<br> 36 and ICPC09, in an equity account of Ambev referred to as carrying value adjustment.<br><br> <br>As a result of this restructuring, since 2019, Ambev has been receiving<br> tax assessments from the Brazilian Federal Tax Authorities related to the interest on capital deduction in calendar years 2014 to 2021.<br> The assessments refer primarily to the accounting and corporate effects of the restructuring carried out by Ambev in 2013 and its impact<br> on the increase in the deductibility of IOC expenses.<br><br> <br>In all of the cases the Company obtained partially favorable decisions at<br> the first-level administrative court and filed appeals to the Lower Administrative Court. The appeals related to tax assessments involving<br> calendar years 2014 and 2017 to 2021 await judgment by the Lower Administrative Court. The favorable portion of the decisions rendered<br> by the first-level administrative court in these cases is subject to mandatory review by the Lower Administrative Court as well. Regarding the tax assessment for the calendar years 2015 and 2016, in May 2024, Ambev obtained a partially favorable decision from CARF, dismissing the application of the qualified fine. The Company is awaiting the formalization and notification of the mentioned decision to evaluate the applicable appeals, whether in the administrative or judicial sphere.<br><br> <br>The updated value of this uncertain tax treatment, in accordance with ICPC<br> 22/IFRIC 23, already assessed, is approximately R$29.1 billion as of September 30, 2024 (R$27.4 billion as of December 31, 2023). Ambev<br> has not recorded any provisions for this matter based on the probability of loss. The uncertain tax position, as per IFRIC 23, continued<br> to be adopted by Ambev as it also distributed or accrued IOC in the years following the assessed period (2022-2023) and deducted such<br> amounts from its Corporate Income Taxes basis. Therefore, in a scenario where the IOC deductibility would also be questioned for the period<br> after 2021, on the same basis and arguments as the aforementioned tax assessments, Ambev management estimates that the outcome of such<br> potential further assessments would be consistent with the already assessed periods. In December 2023, Law No. 14,789/2023 (introduced<br> in August 2023 as Provisional Measure No. 1,185), was enacted in Brazil, which changed the calculation basis for IOC effective as of 1<br> January 2024. As a result, effective as of 1 January 2024, the uncertain tax treatment, as per IFRIC 23, is limited only to Corporate<br> Income Taxes calculated in accordance with rules and regulations in place prior to the enactment of Law No. 14,789/2023. | 29,147 | 27,439 | | 2 | Disallowance of tax paid abroad<br><br> <br>Since 2014, Ambev has been receiving tax assessments from the Brazilian<br> Federal Tax Authorities, for calendar years as of 2007, related to the disallowance of deductions associated with alleged unproven taxes<br> paid abroad by its subsidiaries and has been filing defenses. The cases are being challenged at both the administrative and judicial levels.<br> In November 2019, the Lower Administrative Court rendered a favorable decision to Ambev in one of the cases (related to the 2010 tax period),<br> which became definitive. For the assessments related to the periods of 2015 and 2016, Ambev received unfavorable decisions at the Administrative<br> courts in three out of four tax assessments and filed an appeal to the first-level judicial court which awaits judgment. In July 2024, CARF issued a favorable decision in the case involving the 2012 tax year. The approximate value of the judgment was R$1.4 billion as of September 30, 2024 and the Company awaits formal notification to assess potential impacts on the contingency classification and necessary actions with its external advisors. For the other cases concerning additional tax years, the Company awaits decisions at both administrative<br> and judicial levels. In connection with this matter, additional tax assessments were filed to charge isolated fines due to the lack of<br> monthly prepayments of income tax as a result of allegedly undue deductions of taxes paid abroad for the 2015 to 2019 tax years. For the<br> infraction notice related to the 2019 tax year. The company awaits judgment by the first-level administrative court. For the cases concerning<br> the 2016 and 2018 tax years, Ambev received unfavorable decisions from the first-level administrative court and filed appeals in connection<br> therewith, which are pending judgment by the Lower Administrative Court. In August 2024, CARF issued rulings on cases related to the 2015 and 2017 tax years. The first decision, related to the 2015 case with an approximate value of R$488 million, was unfavorable, while the second decision, for the 2017 case valued at approximately R$661 million, was favorable. Neither decision is final, and the Company awaits formal notification to assess potential impacts and take any necessary additional actions. The updated value of this uncertain<br> tax treatment, classified as a possible loss as per ICPC 22/IFRIC 23 and already assessed, is approximately R$15.7 billion as of September<br> 30, 2024 (R$14.3 billion as of December 31, 2023). Ambev has not recorded any provision in connection therewith. Ambev has continued to<br> take the same deductions for the calendar years following the assessed periods (2018 to 2024). Therefore, if Ambev receives similar tax<br> assessments for this period, Ambev management believes the outcome would be the same as those tax years already assessed. | 15,672 | 14,302 | | 3 | Foreign Earnings<br><br> <br>Since 2005, the Company and some of its subsidiaries have been assessed<br> by the Brazilian Federal Revenue Service (RFB) regarding the taxation of profits earned by subsidiaries domiciled abroad. Considering<br> these charges illegitimate, the Company is challenging these assessments in both administrative and judicial courts. In 2022 and 2023, CARF issued favorable and partially favorable decisions for the Company. These decisions canceled part of the assessments, recognizing as partially correct the calculations made by the Company regarding the taxable profit in Brazil of foreign-domiciled entities, as well as the inability of Brazilian tax authorities to disregard goodwill amortization by a foreign subsidiary. Some of these decisions represented a definitive success, totaling approximately R$1 billion as of September 30, 2024. In the cases under judicial review, the Company<br> has favorable decisions, subject to review by a higher court. The updated value of this uncertain tax treatment with a possible loss probability,<br> as per ICPC 22/IFRIC 23, already assessed, is approximately R$4.9 billion as of September 30, 2024 (R$6.1 billion as of December 31, 2023).<br> This uncertain tax treatment, as per ICPC 22/IFRIC 23, continued to be applied by the Company and affected tax years following those assessed<br> (2019–2023). Therefore, if Ambev receives similar tax assessments for this period, Ambev management believes the outcome would be<br> the same as those tax years already assessed. | 4,938 | 6,075 |

| **AMBEV S.A.** |

| --- | | | Indirect taxes | Estimates<br><br> <br>(in million of Brazilian Reais) | | | --- | --- | --- | --- | | # | Description of the main process | 09/30/2024 | 12/31/2023 | | 1 | IPI Suspension<br><br> <br>In 2014 and 2015, Ambev received tax assessments from the Brazilian Federal<br> Tax Authorities relating to IPI allegedly due to the suspension of finished products between its units. The cases are being challenged<br> at both the administrative and judicial levels.<br><br> <br>In January 2024, Ambev received a partially favorable decision from the Upper Administrative Court reducing 98% of the amount alleged to be owed by Ambev in this case, corresponding to approximately R$916 million. Ambev filed an appeal at the judicial level against the unfavorable portion of the decision. In the<br> judicial sphere, the first decision obtained in a case on this subject was rendered in July 2022, the decision was unfavorable to Ambev,<br> and it filed an appeal. The Federal Court rendered its decision on the appeal, annulling the first-level decision. The federal government<br> has filed motions for clarification against this decision, which are pending judgment by the Federal Court. | 1,198 | 1,824 | | 2 | Social Contributions over bonus products<br><br> <br>Since 2015, Ambev has been assessed by the Brazilian Federal Revenue Service<br> (RFB) for the collection of amounts allegedly related to Social Contributions over bonus products. Considering these charges illegitimate,<br> the Company challenged these assessments in both administrative and judicial courts. In March 2023, CARF issued favorable decisions to<br> the Company in the last two cases within the administrative sphere, recognizing the tax treatment applied by the Company to the granted<br> bonuses as correct. In July 2024, the Company was notified of these decisions, which, since they were not contested by the Internal Revenue Service (IRS), represent definitive successes amounting to approximately R$1.2 billion. In the judicial sphere, the Company<br> awaits the judgment of an appeal by the Federal Regional Court. Ambev estimates that the amount involved in these cases as of September<br> 30, 2024, classified as a possible loss, is approximately R$549.8 million (R$1.8 billion as of December 31, 2023). | 549,8 | 1,776 |


14. CHANGES IN EQUITY

14.1 Issued capital


At September 30, 2024, the authorized share capital, fully subscribed, in the amount of R$58,226,036 (R$58,177,929 in September 30, 2023) in the amount of 15,757,657 common shares (15,753,833 in September 30, 2023) nominative, without nominal value, distributed as follows:

09/30/2024 09/30/2023
Shareholder Thousands of common shares % Thousands of common shares %
Interbrew International B.V. 8,441,665 53.57% 8,441,666 53.58%
Ambrew S.A.R.L. 1,287,671 8.17% 1,287,671 8.17%
Fundação Zerrenner 1,609,987 10.22% 1,609,987 10.22%
Market (free float) 4,388,852 27.85% 4,403,651 27.96%
Treasury shares 29,482 0.19% 10,858 0.07%
15,757,657 100.00% 15,753,833 100.00%
09/30/2024 09/30/2023
--- --- --- --- ---
Thousands of common shares Thousands of Real Thousands of common shares Thousands of Real
Beginning balance 15,753,833 58,177,929 15,750,217 58,130,517
Capital increase ^(i)^ 3,824 48,107 3,616 47,412
Balance at the end of the period 15,757,657 58,226,036 15,753,833 58,177,929

(i) Capital increase related to the issue of shares, in connection with share-based program.

| **AMBEV S.A.** |

| --- |

14.2 Capital reserves


Capital Reserves
Treasury shares Share Premium Other capital reserves Share-based Payments Total
Balance at January 1, 2023 (1,073,506) 53,662,811 700,898 2,049,491 55,339,694
Capital increase - - - (32,869) (32,869)
Share buyback, results from treasury shares and share-based payments (31,241) - - 231,363 200,122
Balance at September 30, 2023 (1,104,747) 53,662,811 700,898 2,247,985 55,506,947

Capital Reserves
Treasury shares Share Premium Other capital reserves Share-based Payments Total
Balance at January 1, 2024 (1,011,949) 53,662,811 700,898 2,127,804 55,479,564
Gains/(losses) of controlling interest - - - 1,958 1,958
Share buyback, results from treasury shares and share-based payments (302,714) - - 192,166 (110,548)
Balance at September 30, 2024 (1,314,663) 53,662,811 700,898 2,321,928 55,370,974

14.2.1 Share buyback and treasury shares results

Treasury shares represent the Company’s own issued shares bought back by the Company, and the result of treasury shares related to gains and losses on share-based payment transactions and others. The changes in treasury shares are as follows:

Acquisition/realization of shares Treasury shares results Total treasury shares
Thousands of shares Thousands of Brazilian Reais Thousands of shares Thousands of Brazilian Reais
Balance at January 1, 2023 8,482 (131,877) (941,629) (1,073,506)
Changes during the year 2,376 (28,373) (2,868) (31,241)
Balance at September 30, 2023 10,858 (160,250) (944,497) (1,104,747)
Acquisition/realization of shares Treasury shares results Total treasury shares
--- --- --- --- ---
Thousands of shares Thousands of Brazilian Reais Thousands of shares Thousands of Brazilian Reais
Balance at January 1, 2024 4,384 (63,095) (948,854) (1,011,949)
Changes during the year 25,098 (300,689) (2,025) (302,714)
Balance at September 30, 2024 29,482 (363,784) (950,879) (1,314,663)

14.2.2 Share-based payment

Different share-based payment programs and stock purchase option plans allow the senior management from Ambev’s economic group to acquire Company shares. The share-based payment reserve recorded a charge of R$290,447 on September 30, 2024 (R$269,671 at September 30, 2023) (note 20 – Share-based payments).


14.3 Profit reserves


Profit reserves
Investments reserve Legal reserve Fiscal incentive Total
Balance at January 1, 2023 22,055,901 4,456 14,846,543 36,906,900
Balance at September 30, 2023 22,055,901 4,456 14,846,543 36,906,900

Profit reserves
Investments reserve Legal reserve Fiscal incentive Total
Balance at January 1, 2024 25,786,098 4,456 17,399,286 43,189,840
Balance at September 30, 2024 25,786,098 4,456 17,399,286 43,189,840

| **AMBEV S.A.** |

| --- |

There was no change in profit reserves in the nine-month periods ended September 30, 2023 and September 30, 2024.

14.3.1 Tax incentives


The Company recognizes annually in its equity, in the profit reserves line, the tax incentives regarding tax benefits at the government subsidies for the current year.

In general, these incentives are related to industrial development programs that aim to generate employment, promote regional decentralization, and complement and diversify the industrial base of the states. In these states, the grace periods and use and reductions are set out under the respective state normative acts, and when conditions for obtaining these grants exist, they are under Company’s control. The treatment of incentives complies with the provisions of current federal, state and municipal legislation, in particular set by Complementary Federal Law 160/2017 and by Agreement “CONFAZ No. 190/2017”. For the purposes of constituting the tax incentives reserve, the state tax incentives related to excise duties are recognized as government subsidies for investments, regardless of the actual tax treatment given to them, in line with the interpretation of the Superior Court of Justice manifested mainly in the judgment of ERESP No. 1,517,492/PR, as well as in the judgment of Theme No. 1.182 and of the Federal Supreme Court, according to the manifestations expressed in the judgment of Theme No. 843.

The portion of income for the period related to tax incentives, which is estimated to eventually be allocated to the profit reserve at the end of the fiscal year and therefore was not being used as a basis for dividend distribution, was composed of the following:

09/30/2024 09/30/2023
ICMS (Brazilian state value-added tax) 2,342,120 2,173,355
Income tax 399,534 77,282
2,741,654 2,250,637

14.3.2 Interest on shareholders’ equity/dividends

There was no payment of dividends or interest on shareholders’ equity by the Company in the nine-month periods ended September 30, 2023 and September 30, 2024.

| **AMBEV S.A.** |

| --- |

14.4 Carrying value adjustments

Carrying value adjustments
Translation reserves Cash flow hedge Actuarial gains/ (losses) Put option granted on subsidiary Gains/(losses) of non-controlling interest’s share Business combination Accounting adjustments for transactions between shareholders Total
Balance at January 1, 2023 6,753,983 908,521 (664,985) (6,666) (130,578) 156,091 (75,437,844) (68,421,478)
Comprehensive income:
Gains/(losses) on cumulative translation adjustment [CTA] (5,647,643) - - - - - - (5,647,643)
Cash flow hedges - (37,590) - - - - - (37,590)
Actuarial gains/(losses) - - 4,139 - - - - 4,139
Total comprehensive income (5,647,643) (37,590) 4,139 - - - - (5,681,094)
Options granted on subsidiaries - - - 6,666 - - - 6,666
Gains/(losses) of controlling interest - - - - 811 - - 811
Tax on deemed dividends - - - - (12,467) - - (12,467)
Balance at September 30, 2023 1,106,340 870,931 (660,846) - (142,234) 156,091 (75,437,844) (74,107,562)
Carrying value adjustments
--- --- --- --- --- --- --- --- ---
Translation reserves Cash flow hedge Actuarial gains/ (losses) Put option granted on subsidiary Gains/(losses) of non-controlling interest’s share Business combination Accounting adjustments for transactions between shareholders Total
Balance at January 1, 2024 (2,458,382) 697,825 (678,235) - (145,675) 156,091 (75,449,667) (77,878,043)
Comprehensive income:
Gains/(losses) on cumulative translation adjustment [CTA] 3,998,332 - - - - - - 3,998,332
Cash flow hedges - (101,858) - - - - - (101,858)
Actuarial gains/(losses) - - 536 - - - - 536
Total comprehensive income 3,998,332 (101,858) 536 - - - - 3,897,010
Gains/(losses) of controlling interest 385,670 (578) (1,174) - 133,373 - - 517,291
Tax on deemed dividends - - - - (17,276) - - (17,276)
Balance at September 30, 2024 1,925,620 595,389 (678,873) - (29,578) 156,091 (75,449,667) (73,481,018)
| **AMBEV S.A.** |

| --- | | 15. | SEGMENT REPORTING | | --- | --- | | (a) | Reportable segments nine-month–period ended on September, 30: | | --- | --- | | | Brazil | | CAC**^(i)^** | | Latin America – South**^(ii)^** | | Canada | | Consolidated | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | | Net sales | 34,886,737 | 32,771,548 | 7,753,204 | 7,248,389 | 12,392,401 | 12,295,919 | 7,384,909 | 7,431,766 | 62,417,251 | 59,747,622 | | Cost of sales | (17,558,979) | (17,129,140) | (3,593,146) | (3,694,681) | (6,775,847) | (6,021,639) | (3,163,605) | (3,144,851) | (31,091,577) | (29,990,311) | | Gross profit | 17,327,758 | 15,642,408 | 4,160,058 | 3,553,708 | 5,616,554 | 6,274,280 | 4,221,304 | 4,286,915 | 31,325,674 | 29,757,311 | | Distribution expenses | (4,649,879) | (4,605,066) | (673,994) | (618,859) | (1,603,059) | (1,548,041) | (1,342,821) | (1,434,254) | (8,269,753) | (8,206,220) | | Sales and marketing expenses | (3,501,598) | (3,176,039) | (583,592) | (514,397) | (1,285,951) | (1,096,064) | (752,538) | (822,027) | (6,123,679) | (5,608,527) | | Administrative expenses | (2,770,356) | (2,498,819) | (327,902) | (299,715) | (708,554) | (633,577) | (506,588) | (461,069) | (4,313,400) | (3,893,180) | | Other operating income/(expenses) | 1,671,133 | 1,316,885 | 8,313 | (12,446) | 18,793 | 31,891 | 9,695 | 15,918 | 1,707,934 | 1,352,248 | | Exceptional items | (13,334) | (124,987) | (7,547) | (16,989) | (11,538) | (25,325) | (15,759) | (647) | (48,178) | (167,948) | | Income from operations | 8,063,724 | 6,554,382 | 2,575,336 | 2,091,302 | 2,026,245 | 3,003,164 | 1,613,293 | 1,584,836 | 14,278,598 | 13,233,684 | | Net financial results | | | | | | | | | (1,703,692) | (2,909,242) | | Share of results of associates and joint ventures | | | | | | | | | 1,822 | (15,163) | | Income before income tax | | | | | | | | | 12,576,728 | 10,309,279 | | Income tax expense | | | | | | | | | (2,754,357) | 122,734 | | Net income | | | | | | | | | 9,822,371 | 10,432,013 | | Acquisition of property, plant and equipment | 2,053,198 | 2,452,714 | 367,684 | 406,888 | 635,312 | 656,534 | 173,794 | 215,244 | 3,229,988 | 3,731,380 |

| **AMBEV S.A.** |

| --- |

(continued)

Brazil CAC**^(i)^** Latin America – South**^(ii)^** Canada Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023 09/30/2024 12/31/2023 09/30/2024 12/31/2023 09/30/2024 12/31/2023
Segment assets 57,448,034 56,974,055 15,009,961 13,692,342 24,029,458 16,084,960 17,551,350 15,856,930 114,038,803 102,608,287
Intersegment elimination (3,465,330) (2,162,090)
Non-segmented assets ^(iii)^ 36,712,888 32,197,936
Total assets 147,286,361 132,644,133
Segment liabilities 24,454,457 28,841,281 5,180,780 4,981,469 5,475,389 5,095,432 5,447,419 5,130,990 40,558,045 44,049,172
Intersegment elimination (3,465,331) (2,161,919)
Non-segmented liabilities ^(iii)^ 110,193,647 90,756,880
Total liabilities 147,286,361 132,644,133

(i) CAC: includes the Dominican Republic, Panama, Guatemala, Cuba, Barbados, Saint Vincent, Dominica, Nicaragua, Honduras and Antigua.

(ii) Latin America – South: includes operations in Argentina, Bolivia, Chile, Paraguay and Uruguay.

(iii) The non-segmented assets relate primarily to cash and cash equivalents, taxes and investments balances. The non-segmented liabilities, relate primarily to shareholders' equity, taxes and derivatives balances.

Non-current assets attributed to Brazil (country of domicile of the company) and Canada amounted to R$44.6 billion and R$15.0 billion, respectively as of September 30, 2024 (R$45.1 billion and R$13.9 billion, respectively, as of December 31, 2023). The net revenue attributable to the Company's operations in Argentine amount to R$7.0 billion in the nine-month period ended September 30, 2024 (R$7.2 billion as of September 30, 2023), and segmented non-current assets attributed to the same country amounted R$11.0 billion for the same period ended September 30, 2024 (R$5.9 billion as of December 31, 2023).

| **AMBEV S.A.** |

| --- | | (b) | Reportable segments – three-month period ended on September, 30: | | --- | --- | | | Brazil | | CAC | | Latin America – South | | Canada | | Consolidated | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | | Net sales | 11,959,311 | 11,358,804 | 2,858,513 | 2,469,249 | 4,381,830 | 3,897,959 | 2,897,085 | 2,591,753 | 22,096,739 | 20,317,765 | | Cost of sales | (5,954,799) | (5,858,569) | (1,288,860) | (1,317,879) | (2,498,055) | (1,972,837) | (1,230,889) | (1,073,733) | (10,972,603) | (10,223,018) | | Gross profit | 6,004,512 | 5,500,235 | 1,569,653 | 1,151,370 | 1,883,775 | 1,925,122 | 1,666,196 | 1,518,020 | 11,124,136 | 10,094,747 | | Distribution expenses | (1,520,653) | (1,523,667) | (247,973) | (152,709) | (550,900) | (448,112) | (508,739) | (483,331) | (2,828,265) | (2,607,819) | | Sales and marketing expenses | (1,093,784) | (1,019,223) | (225,783) | (159,329) | (421,107) | (338,927) | (287,334) | (259,379) | (2,028,008) | (1,776,858) | | Administrative expenses | (968,082) | (821,030) | (113,651) | (83,311) | (274,199) | (204,452) | (174,070) | (163,231) | (1,530,002) | (1,272,024) | | Other operating income/(expenses) | 565,522 | 494,546 | 2,142 | (16,904) | 26,382 | (6,060) | 1,275 | 3,153 | 595,321 | 474,735 | | Exceptional items | (6,497) | (3,099) | (3,387) | (2,825) | (6,747) | (10,072) | (2,251) | (647) | (18,882) | (16,643) | | Income from operations | 2,981,018 | 2,627,762 | 981,001 | 736,292 | 657,204 | 917,499 | 695,077 | 614,585 | 5,314,300 | 4,896,138 | | Net financial results | | | | | | | | | (681,525) | (837,896) | | Share of results of associates and joint ventures | | | | | | | | | 36,844 | 1,440 | | Income before income tax | | | | | | | | | 4,669,619 | 4,059,682 | | Income tax expense | | | | | | | | | (1,103,318) | (44,678) | | Net income | | | | | | | | | 3,566,301 | 4,015,004 |

The net revenue attributable to the Company's operations in Argentine amount to R$2.3 billion in the three-month period ended September 30, 2024 (R$2.1 billion in the three-month period ended September 30, 2023).

| **AMBEV S.A.** |

| --- | | (c) | Additional information – by business unit – nine and three-month periods ended in: | | --- | --- | | | Nine-month period ended September 30: | | | | | | Three-month period ended September 30: | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Brazil | | | | | | Brazil | | | | | | | | Beer | | Soft drinks and Non-alcoholic and non-carbonated | | Total | | Beer | | Soft drinks and Non-alcoholic and non-carbonated | | Total | | | | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | | Net sales | 28,885,252 | 27,533,278 | 6,001,485 | 5,238,270 | 34,886,737 | 32,771,548 | 9,886,331 | 9,552,475 | 2,072,980 | 1,806,329 | 11,959,311 | 11,358,804 | | Cost of sales | (14,252,701) | (14,123,533) | (3,306,278) | (3,005,607) | (17,558,979) | (17,129,140) | (4,825,072) | (4,790,678) | (1,129,727) | (1,067,891) | (5,954,799) | (5,858,569) | | Gross profit | 14,632,551 | 13,409,745 | 2,695,207 | 2,232,663 | 17,327,758 | 15,642,408 | 5,061,259 | 4,761,797 | 943,253 | 738,438 | 6,004,512 | 5,500,235 | | Distribution expenses | (3,727,702) | (3,712,906) | (922,177) | (892,160) | (4,649,879) | (4,605,066) | (1,196,033) | (1,224,136) | (324,620) | (299,531) | (1,520,653) | (1,523,667) | | Sales and marketing expenses | (3,140,534) | (2,831,057) | (361,064) | (344,982) | (3,501,598) | (3,176,039) | (969,168) | (917,522) | (124,616) | (101,701) | (1,093,784) | (1,019,223) | | Administrative expenses | (2,409,986) | (2,172,054) | (360,370) | (326,765) | (2,770,356) | (2,498,819) | (843,057) | (722,307) | (125,025) | (98,723) | (968,082) | (821,030) | | Other operating income/(expenses) | 1,359,101 | 988,676 | 312,032 | 328,209 | 1,671,133 | 1,316,885 | 461,649 | 385,146 | 103,873 | 109,400 | 565,522 | 494,546 | | Exceptional items | (13,334) | (124,987) | - | - | (13,334) | (124,987) | (6,497) | (3,099) | - | - | (6,497) | (3,099) | | Income from operations | 6,700,096 | 5,557,417 | 1,363,628 | 996,965 | 8,063,724 | 6,554,382 | 2,508,153 | 2,279,879 | 472,865 | 347,883 | 2,981,018 | 2,627,762 | | Net financial results | | | | | (1,097,617) | (1,662,585) | | | | | (401,486) | (350,417) | | Share of results of associates and joint ventures | | | | | 2,691 | (4,422) | | | | | 36,592 | 398 | | Income before income tax | | | | | 6,968,798 | 4,887,375 | | | | | 2,616,124 | 2,277,743 | | Income tax expense | | | | | (766,215) | 1,978,005 | | | | | (450,639) | 576,063 | | Net income | | | | | 6,202,583 | 6,865,380 | | | | | 2,165,485 | 2,853,806 |

| **AMBEV S.A.** |

| --- | | 16. | NET SALES | | --- | --- |

In compliance with the Brazilian Federal Law 6,404/76, Company discloses the reconciliation between gross and net sales presented in the consolidated income statement. The values by each operational segment are disclosed in note 15 – Segment reporting.

Nine-month period ended: Three-month period ended:
09/30/2024 09/30/2023 09/30/2024 09/30/2023
Gross sales 93,425,564 91,735,377 33,120,469 31,325,320
Excise duty (19,436,205) (18,531,708) (6,989,973) (6,384,749)
Discounts (11,572,108) (13,456,047) (4,033,757) (4,622,806)
62,417,251 59,747,622 22,096,739 20,317,765

At September 30, 2024 the Company calculated R$1,041.0 million (R$1,013.3 million at September 30, 2023), in government grants, registered in the net revenue. Since March 2024, the Group has been obtaining favorable preliminary injunctions in its operations in Brazil that exempt it from paying PIS and Cofins on the amounts calculated as a government grant for investment related to the tax benefits called presumed ICMS credits, under the terms of Law No. 14,789/2024.

17. OTHER OPERATING INCOME/(EXPENSES)

Nine-month period ended: Three-month period ended:
09/30/2024 09/30/2023 09/30/2024 09/30/2023
Government grants/ present value adjustment of long-term fiscal incentives ^(i)^ 1,301,119 1,180,889 479,441 425,400
Extemporaneous credits/(debits) 22,913 - 22,913 -
(Additions)/reversals of provisions (19,910) (12,517) (8,009) (811)
Gains/(losses) on disposals of property, plant and equipment, intangible assets and the operations of associates 74,887 54,551 32,998 11,978
Other operating income/(expenses), net 328,925 129,325 67,978 38,168
1,707,934 1,352,248 595,321 474,735

(i) As detailed in note 16 – Net sales, since March 2024, the Group has been obtaining favorable preliminary injunctions in its operations in Brazil that exempt it from paying PIS and Cofins on the amounts calculated as a government grant for investment related to the tax benefits called presumed ICMS credits, under the terms of Law No. 14,789/2024.


18. EXCEPTIONAL ITEMS

Nine-month period ended: Three-month period ended:
09/30/2024 09/30/2023 09/30/2024 09/30/2023
Restructuring ^(i)^ (47,371) (72,402) (18,401) (16,107)
Legal fees^(ii)^ - (94,670) - -
Effect of application of IAS 29 (hyperinflation) (807) (876) (481) (536)
(48,178) (167,948) (18,882) (16,643)

(i) The restructuring expenses primarily related to centralization projects and resizing in Brazil, Latin America CAC and Canada.

(ii) In 2003 some holders of warrants issued by Cervejaria Brahma filed lawsuits in order to discuss the criteria used in calculating the exercise price of such warrants. In 2023, the Company obtained some final favorable decisions on the matter, which was already classified as a remote loss. The amount recorded in this line refers to the provision for legal fees related to this matter.

| **AMBEV S.A.** |

| --- | | 19. | FINANCIAL RESULTS | | --- | --- |


Nine-month period ended: Three-month period ended:
09/30/2024 09/30/2023 09/30/2024 09/30/2023
Finance income
Income from cash and cash equivalents 1,008,455 602,588 278,719 251,685
Income from debt securities 71,368 40,175 33,558 10,708
Income from other receivables ^(i)^ 523,596 644,098 190,181 158,642
Other finance income 42,629 260,772 13,109 67,249
Total of finance income 1,646,048 1,547,633 515,567 488,284
Finance expenses
Interest on accounts payable present value adjustment ^(ii)^ (860,154) (1,082,349) (245,661) (367,398)
Interest on bank debts and tax incentives ^(ii)^ (142,342) (126,477) (49,115) (42,809)
Interest on provision for disputes and litigation (153,105) (106,077) (59,059) (15,776)
Interest on leases ^(ii)^ (123,769) (159,512) (45,031) (52,026)
Interest on pension plans (82,400) (86,727) (28,886) (27,420)
Other interest expenses ^(ii)^ ^(iii)^ (410,162) (539,460) (147,644) (169,153)
Losses on hedging instruments ^(iv)^ (513,464) (1,571,276) (170,325) (469,394)
Tax on financial transactions (146,601) (149,437) (45,725) (43,105)
Bank guarantee expenses and surety bond premiums ^(v)^ (215,150) (163,508) (98,529) (48,598)
Other finance expenses (206,508) (241,028) (46,135) (64,209)
Total of finance expenses (2,853,655) (4,225,851) (936,110) (1,299,888)
Effect of application of IAS 29 (hyperinflation)^(vi)^ (243,649) 538,621 (99,444) 145,878
Exchange differences, net ^(vi)^ (252,436) (769,645) (161,538) (172,170)
Other net financial results (496,085) (231,024) (260,982) (26,292)
Net financial results (1,703,692) (2,909,242) (681,525) (837,896)

(i) Refers, mainly, to monetary adjustment of recoverable taxes.

(ii) From the 1st quarter of 2024 onwards, the balances previously presented in the line “Interest expense” have been segregated between the lines “Interest on bank debts and tax incentives”, “Interest on accounts payable present value adjustment”, “Interest on leases”, and “Other interest expenses”, including for comparative purposes.

(ii) Includes, among others, interest on tax payment financing, under the terms of the Special Tax Regularization Program (PERT) of 2017.

(iv) Refers to term element, which can be separated and excluded from the designation of the financial instrument as a hedging instrument, is recognized in the financial result, in accordance with IFRS 9 - FinancialInstruments.

(v) Description changed to “Bank guarantee expenses and surety bond premiums”, to better reflect the nature of the balances, including for comparative purposes, from the 1st quarter of 2024.

(vi) From the 1st quarter of 2024 onwards, the Company changed the way it presents note 19 – Net financial results. The exchange differences and hperinflation, previously shown between financial income and expenses, are now presented net of the balances under the label "Other net financial results" both in this explanatory note and in the income statements.

Interest expenses are presented net of the effects of interest rate derivative financial instruments which mitigate Ambev’s interest rate risk (note 21- Financial instruments and risks).


20. SHARE-BASED PAYMENTS

Currently the Company has two plans of share-based payment programs: (i) the Stock Option Plan, approved in Extraordinary General Meeting of July 30, 2013 (“Stock Option Plan”) and (ii) Share-based Plan, approved in Extraordinary Shareholders Meeting of April 29, 2016, as amended in Extraordinary Shareholders Meeting of April 24, 2020 (“Share-Based Plan”). Under each of these plans, the Company are able to periodically issue different stock options and restricted share units programs. These programs allows certain Group employees and members of the Management, indicated by the Board of Directors and People Committee, to either buy shares of the Company by exercising stock options or receive shares directly.

| **AMBEV S.A.** |

| --- |

20.1 Share-Based Plan

During the period, the Company granted 6,787 thousand restricted shares and performance shares under the Share-Based Plan (6,813 thousand in September 30, 2023), representing a fair value of approximately R$85,384 in September 30, 2024 (R$89,315 in September 30, 2023).

The total number of shares granted to the Company’s executives under the Share-Based Plan, which will be delivered in the future under certain conditions, is shown below:

Restricted and performance shares

Thousand restricted shares 09/30/2024 09/30/2023
Restricted and performance shares outstanding at January 118,996 108,854
New restricted and performance shares during the period 6,787 6,813
Restricted and performance shares granted during the period (7,307) (3,765)
Restricted and performance shares forfeited during the period (3,480) (4,483)
Restricted and performance shares outstanding at the end of the period 114,996 107,419

20.2 Option Plan


The Company has not granted stock options, neither there were options exercised during the period ended September 30, 2024, and September 30, 2023. The total number of outstanding options developed was as follows:

Thousand options 09/30/2024 09/30/2023
Options outstanding at January 87,961 99,717
Options forfeited during the period (1,694) (3,203)
Options outstanding at the end of the period 86,267 96,514

The range of exercise prices of the outstanding options is from R$15.95 in September 30, 2024 (R$15.95 in September 30, 2023) to R$34.18 in September 30, 2024 (R$37.91 in September 30, 2023) and the remaining exercise period for these options ranges approximately between 5 and 53 months. Additionally, there is a stock option program in the vesting period, which cannot be exercised yet.

Of the 86,267 thousand outstanding options (96,514 thousand on September 30, 2023), 68,402 thousand options were vested on September 30, 2024 (65,145 thousand on September 30, 2023).

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

In R$ per share 09/30/2024 09/30/2023
Options outstanding at January 1 18.86 19.39
Options forfeited during the period 18.50 18.09
Options outstanding at the end of the period 18.93 19.35
Options exercisable at the end of the period 19.16 20.18
| **AMBEV S.A.** |

| --- |

To settle the exercised stock options, the Company may use treasury shares. The current limit on the authorized capital is considered sufficient to meet the Company’s obligations under all stock option plans if the issue of new shares is required to meet the grants awarded under the Programs.


20.3 Expenses related to share-based payments

The transactions with share-based payments described above generated an expense of R$291,812 on September 30, 2024 (R$269,574 on September 30, 2023), recorded as administrative expenses.


21. FINANCIAL INSTRUMENTS AND RISKS

21.1 Financial instruments categories

The financial instruments held by the Company are managed through operational strategies and internal controls to assure liquidity, profitability, and transaction security. Transactions involving financial instruments are regularly reviewed to assess the effectiveness of the risk exposure that management intends to cover (foreign exchange, and interest rate, among others).

The table below shows all of the consolidated financial instruments recognized in the financial statements, segregated by category:

09/30/2024 12/31/2023
Assets
Amortized cost
Cash and cash equivalents less bank overdrafts (note 5.1) 19,784,362 16,059,003
Trade receivables excluding prepaid expenses 7,909,857 7,566,654
Investment securities (note 5.2) 248,018 242,168
Subtotal 27,942,237 23,867,825
Fair value through profit or loss
Investment securities (note 5.2) 1,154,677 277,164
Derivatives hedges (note 21.2) 536,046 379,722
Subtotal 1,690,723 656,886
Total assets 29,632,960 24,524,711
Liabilities
Amortized cost
Trade payables (note 11) 21,415,272 23,502,401
Interest-bearing loans and borrowings (note 12) 3,380,273 3,501,066
Other liabilities 2,504,020 2,129,624
Subtotal 27,299,565 29,133,091
Fair value through profit or loss
Put options granted on subsidiaries^(i)^ 937,670 2,791,088
Derivatives hedges (note 21.2) 185,193 763,005
Other liabilities 318,773 272,647
Subtotal 1,441,636 3,826,740
Total liabilities 28,741,201 32,959,831

(i) Put options granted on subsidiaries: the Company constituted a liability related to the acquisition of a non-controlling interest of the operations in the Dominican Republic. This financial instrument was denominated in US Dollars for Tranche A, exercised in January 2024 and remains denominated Dominican Pesos for Tranche B and is recorded by an entity, whose functional currency is the Real. The Company assigned this financial instrument as a hedging instrument for a portion of its net assets located in subsidiaries whose functional currency is the US Dollar and the Dominican Peso, in such a manner that the hedge result can be recorded in other comprehensive income of the group, following the result of the hedged item.

| **AMBEV S.A.** |

| --- |

21.2 Derivative financial instruments

Transactions protected by derivative financial instruments in accordance with the FinancialRisk Management Policy


Nine-month period ended: 09/30/2024 Three-month period ended: 09/30/2024
Fair Value Gain / (Losses) Gain / (Losses)
Hedge position Risk Notional Assets Liabilities Financial results Operational result Equity Financial results Operational result Equity
Term element Present element Hedge accounting effect Term element Present element Hedge accounting effect
Cost 17,576,560 527,969 (179,656) (499,851) 366,409 83,538 (168,587) 341,930 (118,102)
Commodities 4,723,695 278,214 (113,550) (223,532) (170) 202,929 (57,753) 49,959 238,812
US Dollars 12,819,450 249,667 (64,255) (278,808) 365,594 (119,535) (111,415) 291,757 (357,175)
Euros 3,977 89 - (197) 617 546 (41) 363 405
Mexican Pesos 29,438 (1) (1,851) 2,686 368 (402) 622 (149) (144)
Importing of fixed assets 182,914 6,313 (3,238) (2,966) 6,565 11,207 371 2,571 1,168
US Dollars 182,914 6,313 (3,238) (2,966) 6,565 11,207 371 2,571 1,168
Expenses 57,304 1,764 (901) (1,186) 1,911 3,369 (106) 915 794
US Dollars 57,304 1,764 (901) (1,186) 1,911 3,369 (106) 915 794
Financial assets (573,797) - (1,398) 10,445 - - 8,230 - -
US Dollars (573,797) - (1,398) 10,445 - - 8,230 - -
Balance at end of the period 17,242,981 536,046 (185,193) (493,558) 374,885 98,114 (160,092) 345,416 (116,140)

| **AMBEV S.A.** |

| --- | | | | 12/31/2023 | | | Nine-month period ended: 09/30/2023 | | | Three-month period ended: 09/30/2023 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Fair Value | | Gain / (Losses) | | | Gain / (Losses) | | | | Hedge position | Risk | Notional | Assets | Liabilities | Financial results | Operational result | Equity | Financial results | Operational result | Equity | | | | | | | Term element | Present element | Hedge accounting effect | Term element | Present element | Hedge accounting effect | | Cost | | 17,374,318 | 379,571 | (741,901) | (1,485,795) | 224,598 | 127,651 | (457,124) | (1,363) | 985,512 | | | Commodities | 4,025,739 | 198,319 | (219,325) | (301,482) | (302,542) | (133,734) | (170,021) | (79,143) | (511,534) | | | US Dollars | 13,200,032 | 164,916 | (522,348) | (1,183,608) | 513,234 | 247,951 | (286,803) | 72,211 | 1,465,416 | | | Euros | 37,424 | 143 | (228) | (72) | 2,114 | (716) | 204 | 1,017 | (979) | | | Mexican Pesos | 111,123 | 16,193 | - | (633) | 11,792 | 14,150 | (504) | 4,552 | 32,609 | | Fixed Assets | | 249,716 | 62 | (14,637) | (25,861) | 76 | 8,244 | (11,853) | 1,560 | 19,435 | | | US Dollars | 249,716 | 62 | (14,637) | (25,861) | 76 | 8,244 | (11,853) | 1,560 | 19,435 | | Expenses | | 64,675 | 89 | (4,212) | (21,844) | 15,263 | 14,419 | (4,266) | (1,564) | 7,943 | | | US Dollars | 64,675 | 89 | (4,212) | (21,844) | 15,263 | 14,419 | (4,266) | (1,564) | 7,943 | | Financial assets | | (59,306) | - | (2,255) | - | - | - | - | - | - | | | US Dollars | (59,306) | - | (2,255) | - | - | - | - | - | - | | Balance at end of the period | | 17,629,403 | 379,722 | (763,005) | (1,533,500) | 239,937 | 150,314 | (473,243) | (1,367) | 1,012,890 |


As disclosed in its accounting policy, the term element, which can be separated and excluded from the designation of the financial instrument as a hedging instrument, is recognized in the financial result, in accordance with IFRS 9 - Financial Instruments.

| **AMBEV S.A.** |

| --- |

21.2.1 Instrument maturity


As of September 30, 2024 the notional and fair value amounts per instrument and maturity were as follows:

Notional Value
Hedge position Risk 2024 2025 >2026 Total
Cost 7,979,615 9,596,945 - 17,576,560
Commodities 1,603,026 3,120,669 - 4,723,695
US Dollars 6,343,174 6,476,276 - 12,819,450
Euros 3,977 - - 3,977
Mexican Pesos 29,438 - - 29,438
Importing of fixed assets 42,853 140,061 - 182,914
US Dollars 42,853 140,061 - 182,914
Expenses 16,660 40,644 - 57,304
US Dollars 16,660 40,644 - 57,304
Financial assets (573,797) - - (573,797)
US Dollars (573,797) - - (573,797)
7,465,331 9,777,650 - 17,242,981
Fair Value
--- --- --- --- --- ---
Hedge position Risk 2024 2025 >2026 Total
Costs 145,817 202,496 - 348,313
Commodities 67,973 96,691 - 164,664
US Dollars 79,607 105,805 - 185,412
Euros 89 - - 89
Mexican Pesos (1,852) - - (1,852)
Importing of fixed assets 429 2,646 - 3,075
US Dollars 429 2,646 - 3,075
Expenses 43 820 - 863
US Dollars 43 820 - 863
Financial assets (1,398) - - (1,398)
US Dollars (1,398) - - (1,398)
144,891 205,962 - 350,853

21.2.2 Margins pledged as collateral


In order to comply with the guarantee requirements regarding derivative exchanges and/or counterparties to certain operations with derivative financial instruments, as at September 30, 2024 the Company held R$355,744 in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (R$197,736 as at December 31, 2023).

| **AMBEV S.A.** |

| --- |

21.3 Classification of financial instruments


09/30/2024 12/31/2023
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets
Investment securities 1,154,677 - - 1,154,677 277,164 - - 277,164
Derivatives – operational hedge 60,279 475,767 - 536,046 53,372 326,350 - 379,722
1,214,956 475,767 - 1,690,723 330,536 326,350 - 656,886
Financial liabilities
Put options granted on subsidiaries - - 937,670 937,670 - - 2,791,088 2,791,088
Other liabilities - - 318,773 318,773 - - 272,647 272,647
Derivatives liabilities at fair value through profit and loss 1,398 - - 1,398 2,255 - - 2,255
Derivatives – operational hedge 19,706 164,089 - 183,795 70,007 690,743 - 760,750
21,104 164,089 1,256,443 1,441,636 72,262 690,743 3,063,735 3,826,740

21.3.1 Financial instruments level 3


As part of the negotiations regarding the acquisition of the shares of Tenedora, the Company signed in 2020 the second amendment to the Shareholders' Agreement extending the partnership between the Company and ELJ. As at December 2023, ELJ was the owner of 15% of the shares of Tenedora, and its put options was divided into two tranches: (i) Tranche A, corresponding to 12.11% of the shares, that was exercised on January 31, 2024; and (ii) Tranche B, corresponding to 2.89% of the shares, exercisable by ELJ from 2026. The Company, on the other hand, has a call option over Tranche B shares, exercisable from 2029. On September 30, 2024, the fair value of Tranche B held by ELJ, is R$937,670(R$2,791,088 on December 31, 2023, considering the sum of the two tranches existing up to this point).

The fair value of (i) Tranche A was calculated considering the interest under the contract, plus foreign exchange variations, less the dividends paid between the date of signature of the amendment and the exercise of the option. The fair value of (ii) Tranche B is calculated based on the EBITDA multiple defined in the contract, less the net debt, brought to its present value, calculated using standard valuation techniques (the present value of the principal amount and future interest, discounted by the local currency’s WACC rate as at the date of the calculation). The criteria used are based on market information from reliable sources and are categorized as “Level 3”.

21.3.2 Reconciliation of changes in the liabilities categorized at Level 3

Financial liabilities at December 31, 2023 3,063,735
Acquisition of investments (2,040,682)
Total gains and losses during the period 233,390
Losses/(gains) recognized in net income 84,093
Losses/(gains) recognized in equity 149,297
Financial liabilities at September 30, 2024 1,256,443

21.4 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 both individually and on a consolidated basis, to define strategies to manage the economic impact on risk’s performance consistent with its Financial Risk Management Policy.

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21.4.1 Market risk

21.4.1.1 Interest rate risk**:** consists of the possibility that the Company may incur losses due to fluctuations in interest rates, which may increase the financial expenses of financial liabilities, and/or decrease the financial income of financial assets, as well as negatively impact the fair value of financial assets 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, which is reviewed periodically.

The table below demonstrates the Company’s and its subsidiaries exposure related to debts. As at September 30, 2024, the Company and its subsidiaries did not hold hedge positions to the exposure described below:

09/30/2024 12/31/2023
Risk Risk
Interest rate Amount in Brazilian Real Interest rate Amount in Brazilian Real
Brazilian Reais 10.2% 2,265,567 10.1% 2,372,010
Other 12.1% 439,657 11.5% 405,613
US Dollars 14.0% 5,786 14.0% 24
Canadian Dollars 5.8% 434,931 5.6% 480,255
Pre-fixed interest rate 3,145,941 3,257,902
Brazilian Reais 7.8% 234,332 8.1% 243,164
Post fixed interest rate 234,332 243,164

Sensitivity analysis

The Company substantially mitigates 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 generate losses from these derivative financial instruments, and has developed a sensitivity analysis based on three scenarios which may impact the Company’s future results and/or cash flow.

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Sensitivity analysis of exchange rate variations and commodity price variations:

Transaction Risk Fair Value Probable scenario Adverse scenario Remote scenario
Commodities hedge Increase in commodities price 164,664 200,692 1,345,588 2,526,512
Input purchases (164,664) (200,692) (1,345,588) (2,526,512)
Foreign exchange hedge Foreign currency increase 183,649 308,240 3,396,865 6,610,081
Input purchases (183,649) (310,258) (3,915,179) (7,646,710)
Cost effects - (2,018) (518,314) (1,036,629)
Foreign exchange hedge Foreign currency increase 3,075 3,767 48,803 94,532
Capex Purchases (3,075) (3,767) (48,803) (94,532)
Fixed asset effects - - - -
Foreign exchange hedge Foreign currency increase 863 1,076 15,189 29,515
Expenses (863) (1,231) (51,476) (102,089)
Result of expense effects - (155) (36,287) (72,574)
Foreign exchange hedge Foreign currency increase (1,398) (7,316) (144,847) (288,297)
Cash 1,398 7,316 144,847 288,297
Financial assets effects - - - -
- (2,173) (554,601) (1,109,203)

21.4.1.2 Foreign currency risk: the Company is exposed to foreign currency risk on borrowings, investments, purchases, dividends and/or interest expenses/income where these are denominated in a currency other than the functional currency of the Group entity. The main derivative financial instruments used to manage foreign currency risk are futures contracts, swaps, options, non-deliverable forwards, and full deliverable forwards.

21.4.1.3 Commodity Risk: A significant portion of the Company’s raw materials is composed by commodities, which have historically experienced substantial price fluctuations. The Company therefore uses both fixed prices purchasing contracts and derivative financial instruments to minimize its exposure to volatility in the commodity prices of aluminum, sugar, wheat, corn and paraxylene. These derivative financial instruments have been designated as cash flow hedges.

21.4.2 Credit Risk

The carrying amounts of cash and cash equivalents, investment securities, trade receivables excluding prepaid expenses, recoverable taxes and derivative financial instruments are disclosed net of provisions for impairment and represent the maximum exposure to credit risk as at September 30, 2024. As at September 30, 2024, there was no concentration of credit risk in any counterparties in excess of the limits established by the Company’s risk policy. The 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 reduced due to the large number of customers and control procedures used to monitor risk. Historically, the Company has not incurred significant losses on receivables from customers.

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Investments

In order to minimize the credit risk of its investments, the Company has adopted procedures for the allocation of cash and investments, taking into consideration the credit limits and credit analysis of financial institutions, avoiding credit concentration, i.e., the credit risk is monitored and minimized by restricting negotiations to a select group of highly rated counterparties.

21.4.3 Liquidity Risk

Historically, the Company’s primary sources of cash flow have been cash flow from operating activities, the issuance of debt, bank borrowings and equity securities. Ambev’s material cash requirements have included the following: payments of dividends and interest on shareholders’ equity; capital expenditure; investments in companies; increases in the ownership of Ambev’s subsidiaries or companies in which it holds equity investments; share buyback programs; and debt servicing.

The Company believes that cash flows from operating activities, cash and cash equivalents and short-term investments, together with derivatives and access to loan facilities are sufficient to finance capital expenditures, financial liabilities, and dividend payments in the future.

09/30/2024
Carrying amount Contractual cash flows Less than 1 year 1-2 years 2-3 years 3-5 years More than 5 years
Trade and other payables ^(i)^ 31,561,074 33,224,469 30,328,031 145,859 13,991 951,016 1,785,572
Secured bank loans 117,447 156,909 31,000 25,181 25,182 50,364 25,182
Other secured loans 368,967 508,579 152,828 159,934 113,643 28,340 53,834
Lease liabilities 2,893,859 3,535,785 1,294,439 959,042 631,893 520,302 130,109
34,941,347 37,425,742 31,806,298 1,290,016 784,709 1,550,022 1,994,697
12/31/2023
--- --- --- --- --- --- --- ---
Carrying amount Contractual cash flows Less than 1 year 1-2 years 2-3 years 3-5 years More than 5 years
Trade and other payables ^(i)^ 36,817,788 38,453,664 35,522,500 439,912 10,606 808,553 1,672,093
Secured bank loans 126,566 177,794 26,704 25,182 25,181 50,364 50,363
Other secured loans 415,670 594,730 156,040 171,214 134,204 79,381 53,891
Lease liabilities 2,958,830 3,473,027 1,343,980 608,305 552,630 452,614 515,498
40,318,854 42,699,215 37,049,224 1,244,613 722,621 1,390,912 2,291,845

(i) Mainly includes amounts related to suppliers, taxes, fees and contributions payables, dividends, and interest on shareholders’ equity payable, salaries and charges, put options related to the Company’s participation in subsidiaries and other liabilities, except transactions with related parties.

21.4.4 Capital management

The Company is continuously optimizing its capital structure in order to maximize shareholder value while maintaining the desired financial flexibility to execute its strategic projects. Besides 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 the capital structure, the Company uses the same debt ratings and capital classifications applied to the financial statements.

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The company evaluates its net debt in order to guarantee the continuity of its business in the long term.

09/30/2024 12/31/2023
Debt details
Interest-bearing loans and borrowings current and non-current 3,380,273 3,501,066
(-) Financial assets at fair value through profit or loss (1,154,677) (277,164)
(-) Cash and cash equivalents less bank overdraft (19,784,362) (16,059,003)
Net debt/(cash) (17,558,766) (12,835,101)

21.5 Offsetting financial assets and liabilities


For financial assets and liabilities subject to settlement agreements on a net basis or similar agreements, each agreement between the Company and the counterparty allows this type of settlement when both parties opt for this. In the absence of such a decision, the assets and liabilities will be settled at their gross amounts, but each party will have the option to settle on a net basis, in case of a default by the counterparty.

21.6 Risks management of climate change and the sustainabilitystrategy


Considering the nature of the Company’s operations there is an inherent exposure to certain risks related to climate change, and relevant sustainability aspects.

There have been no changes in the key risks considered by management compared to those presented in the financial statements for the year ended December 31, 2023.


22. COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROMCUSTOMERS AND OTHERS

09/30/2024 12/31/2023
Collateral given for the Company’s own liabilities 618,074 581,019
Other commitments 1,206,196 1,146,841
1,824,270 1,727,860
Commitments to suppliers - Property, plant and equipment and Intangible 1,049,955 1,000,817
Commitments to suppliers - Inventories 38,713,739 38,390,957
39,763,694 39,391,774

As at September 30, 2024 the company had R$594,193 (R$558,182 as at December 31, 2023) of cash guarantees. The amount of fixed assets pledged as collateral are not material.

Most of the balance relates to commitments to suppliers of packaging. These commitments have as its main goal to provide strategic supplies of long term security to the Company, besides providing greater security to vendors in long term investments.

Future contractual commitments as at September 30, 2024 and December 31, 2023 are as follows:

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| --- | | | 09/30/2024 | 12/31/2023 | | --- | --- | --- | | Less than 1 year | 14,921,474 | 9,619,224 | | Between 1 and 2 years | 10,089,553 | 9,536,293 | | More than 2 years | 14,752,667 | 20,236,257 | | | 39,763,694 | 39,391,774 |

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| --- | | 23. | RELATED PARTIES | | --- | --- |


The Company adopts the corporate governance practices recommended and/or required by the applicable laws. Under the Company’s bylaws, the Board of Directors is responsible for approving any transactions or agreements between the Company and/or any of its subsidiaries (except for full subsidiaries), its directors and/or shareholders (including direct or indirect shareholders of the Company). The Governance Committee of the Company is required to advise the Board of Directors on all transactions with related parties, among other subjects.

Management is prohibited from interfering in any transaction in which a conflict of interest exists, even in theory, with the Company’s interests. Management also is not permitted to interfere in decisions of any other members of management, and the minutes of meeting of the Board are required to document any decision to abstain from the respective deliberations.


23.1 Transactions with key management members


The key management includes the Statutory Executive Board and Board of Directors. In addition to short-term benefits (primarily salaries), management members are entitled to participate in the share-based payment, as in note 20 – Share-based payments.

Total expenses related to the Company’s management members are as follow:


Nine-month period ended: Three-month period ended:
09/30/2024 09/30/2023 09/30/2024 09/30/2023
Short-term benefits^(i)^ 38,011 36,890 12,072 11,052
Share-based payments ^(ii)^ 73,206 61,728 25,218 20,780
Social security ^(iii)^ 11,791 5,888 2,969 1,355
Total key management remuneration 123,008 104,506 40,259 33,187

(i) These mainly correspond to management’s salaries and profit sharing (including performance bonuses).

(ii) These correspond to compensation expenses of share options, restricted stocks and performance stocks granted to management. In total amounts above exclude remuneration paid to members of the Fiscal Council and Committees.

(iii) These correspond to the social security charges levied on the management’s remuneration.

Except the abovementioned remuneration, the Company has no other types of transaction with the Management members or pending balances receivable or payable in its balance sheet.


23.2 Transactions with the Company's shareholders:


23.2.1 Medical, dental and other benefits


Fundação Zerrenner is one of Ambev’s shareholders, held 10.2% of its total share capital. Fundação Zerrenner is also an independent legal entity whose main goal is to provide Ambev’s employees, both active and retired, with health care and dental assistance, technical and higher education courses, facilities for assisting elderly people, either directly or through financial assistance agreements with other entities. As at September 30, 2024, and December 31, 2023, actuarial obligations related to the benefits provided directly by Fundação Zerrenner were fully funded by plan assets, held for that purpose, which significantly exceeded the liabilities at these dates.

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Ambev recognizes the assets (prepaid expenses) of this plan to the extent of the economic benefits available to the Company, arising from reimbursements or from reductions in future contributions.

On September 30, 2024, expenses incurred and recorded by Fundação Zerrenner with third parties for providing these benefits totaled R$257,393 (R$243,716 as at September 30, 2023), of which R$232,243 and R$25,150 were related to active employees and retirees, respectively (R$219,794 and R$23,922 as at September 30, 2023, respectively).

23.2.2 Licensing agreement with AB Inbev

The Company has a licensing agreement with Anheuser-Busch, Inc. S.A./N.V. (“AB Inbev”) to produce, bottle, sell and distribute Budweiser® products in Brazil, Canada and Argentina, and sales and distribution agreements for Budweiser® products in Guatemala, the Dominican Republic, Paraguay, Bolívia, Nicaragua, Uruguay, Chile, Panama, Costa Rica, Puerto Rico and in certain other CAC countries. In addition, the Company produces and distributes Stella Artois® products under a license to ABI in Brazil and in other Latin America - South countries and Canada and, through a license granted to ABI, can distribute Brahma® products in the United States and several other countries such as the United Kingdom, Spain, Sweden, Finland and Greece.

The Company and its subsidiaries have licensing agreements with the Group Modelo, subsidiaries of AB Inbev to import, produce, promote and sell Corona® products in Brazil, Canada, Argentina e Chile, as well agreements to import, promote and sell Corona® products in Latin America – South. The Company has agreements with Spaten-Franziskaner-Bräu GmbH, a subsidiary of ABI, to produce, promote, advertise and sell Spaten® in Brazil and Canada, and agreements to import and distribute Spaten® products in Uruguay.

The Company and its subsidiaries also have agreements to import, promote and resell Michelob Ultra®, Michelob® and Goose Island® products in Brazil, Argentina, Chile, Uruguay, Paraguay, Guatemala, Dominican Republic, Panama, Puerto Rico, Costa Rica, Nicaragua, and in other CAC countries and Canada.

The Company has a licensing agreement with ABI Inbev that allow the Company and its subsidiaries to produce, promote and market Cutwater® in Canada, and allows ABI to produce, promote, advertise and sell Nutrl® in the United States.

In this context, in period ended September 30, 2024, the Company recorded R$35,963 (R$28,177 as at September 30, 2023) and R$746,893 (R$637,365 as at September 30, 2023) as income and cost of sales relating to licensing, respectively in their consolidated results.

23.3 Transactions with related parties


The Group’s consolidated results includes R$519,629 from sales of products, provision of services and other income in the nine-month period ended September 30, 2024 (R$297,541 in September 30, 2023). Regarding product purchases and other expenses, the Group recorded, in the same nine-month period ended September 30, 2024 the amount to R$2,122,445 (R$2,187,225 in September 30, 2023). Finally, the amount to R$(16,352) also recorded by the Group as Net financial results in Transactions with related parties in the nine-month period ended September 30, 2024 (R$36,398 in September 30, 2023). The Group's main transactions were recorded with the following companies AB Inbev, AB Package, AB USA, Bavaria, Cervecería Modelo, among other.

In addition to those disclosed, the Group had no other significant transactions recorded in its results or equity position during the period.

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List of companies included in the texts above:

Anheuser-Busch InBev N.V. (“AB InBev”)
Anheuser-Busch Inbev USA LLC (“AB USA”)
Anheuser-Busch Packaging Group Inc. (“AB Package”)
Bavaria S.A. (“Bavaria”)
Cervecería Modelo de Mexico S. de R.L. de C.V. (“Cervecería Modelo”)

24. EVENTS AFTER THE REPORTING PERIOD

24.1 Cerbuco Brewing arbitration

Cerbuco Brewing Inc., (“Cerbuco”) a Canadian subsidiary of Ambev, owns a 50% equity ownership in Cerveceria Bucanero S.A. (“Bucanero”), a joint venture in Cuba. In 2021, Cerbuco initiated an arbitration proceeding at the International Chamber of Commerce (“ICC”), relating to the potential breach of certain obligations relating to the joint venture. On October 24, 2024, the ICC released an arbitration award partially favorable to Cerbuco. The decision is subject to a motion for clarification depending on the outcome of the arbitration process, there may be impact on Cerbuco’s rights. As a result, Ambev’s ability to continue consolidating Bucanero into its financial statements may also be affected. The financial impact has not been ascertained by the decision and will depend on further assessment by the Court of Arbitration.

24.1 Share buyback program


In a meeting held on October 30, 2024, the Board of Directors approved, pursuant to article 30, Paragraph 1st, “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 155,159,038 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 30, 2026, 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 4,388,851,573 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, 2024. The transaction will be carried out through UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A. (CNPJ No. 02.819.125/0001-73), Merrill Lynch S.A. Corretora de Títulos e Valores Mobiliários (CNPJ No. 02.670.590/0001-95), Santander Corretora de Câmbio e Valores Mobiliários S.A. (CNPJ No. 51.014.223/0001-49), and Itaú Corretora de Valores S/A (CNPJ No. 61.194.353/0001-64).

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: November 7, 2024

AMBEV S.A.
By: /s/ Lucas Machado Lira
Lucas Machado Lira<br><br> <br>Chief Financial and Investor Relations Officer