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6-K

Ambev S.A. (ABEV)

6-K 2025-05-12 For: 2025-03-31
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 May, 2025

Commission File Number 1565025

AMBEV S.A.

(Exact name of registrant as specified in its charter)

AMBEV S.A.

(Translation of Registrant's name into English)

Rua Dr. Renato Paes de Barros, 1017 - 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 at

March 31, 2025

and 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 March 31, 2025 and the related interim consolidated income statement, comprehensive income, changes in equity and cash flows for the quarter 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 people 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 are not prepared, in all material respects, in accordance with IAS 34.

São Paulo, May 12, 2025

PricewaterhouseCoopers<br><br><br><br>Auditores Independentes Ltda.<br><br><br><br>CRC 2SP000160/O-5 Sergio Eduardo Zamora<br><br><br><br>Contador CRC 1SP168728/O-4

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 3
INTERIM CONSOLIDATED INCOME STATEMENT 5
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 6
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS 9
1.   CORPORATE INFORMATION 10
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 13
5.   CASH AND CASH EQUIVALENTS AND INVESTMENT SECURITIES 14
6.   INVENTORIES 14
7.   RECOVERABLE TAXES 15
8.   INCOME TAX AND SOCIAL CONTRIBUTION 15
9.   PROPERTY, PLANT AND EQUIPMENT 18
10.   GOODWILL 21
11.   TRADE PAYABLES 21
12.   INTEREST-BEARING LOANS AND BORROWING 22
13.   PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS 22
14.   CHANGES IN EQUITY 25
15.   SEGMENT REPORTING 29
16.   NET SALES 32
17.   OTHER OPERATING INCOME/(EXPENSES) 32
18.   EXCEPTIONAL ITEMS 32
19.   FINANCIAL RESULTS 33
20.   SHARE-BASED PAYMENTS 33
21.   FINANCIAL INSTRUMENTS AND RISKS 34
22.   COLLATERAL AND CONTRACTUAL COMMITMENTS TO SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS 43
23.   RELATED PARTIES 44
24.   EVENTS AFTER THE REPORTING PERIOD 45

AMBEV S.A.

INTERIM CONSOLIDATED BALANCE SHEET

All amounts in thousands of Brazilian Reais

Assets Note 03/31/2025 12/31/2024
Cash and cash equivalents 5.1 19,118,354 28,595,666
Investment securities 5.2 1,191,907 1,242,001
Trade receivables 5,631,219 6,269,863
Derivative financial instruments 21 263,688 1,218,561
Inventories 6 12,247,883 11,689,767
Recoverable taxes 7 3,266,976 3,582,275
Other assets 1,830,933 1,557,651
Current assets 43,550,960 54,155,784
Investment securities 5.2 178,296 184,454
Derivative financial instruments 21 - 26
Recoverable taxes 7 10,633,225 10,503,977
Deferred tax assets 8.1 8,244,428 8,691,670
Other assets 1,493,228 1,462,588
Employee benefits 66,190 70,483
Long term assets 20,615,367 20,913,198
Investments in associates and joint ventures 377,508 395,393
Property, plant and equipment 9 28,487,341 30,170,194
Intangible assets 11,844,986 12,530,712
Goodwill 10 42,422,817 44,342,668
Non-current assets 103,748,019 108,352,165
Total assets 147,298,979 162,507,949

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 03/31/2025 12/31/2024
Trade payables 11 22,591,114 25,223,522
Derivative financial instruments 21 387,301 204,721
Interest-bearing loans and borrowing 12 1,120,592 1,276,391
Payroll and social security payables 2,073,375 2,779,753
Dividends and interest on capital payables 3,774,786 8,487,242
Income tax and social contribution payable 1,779,154 1,941,540
Taxes and contributions payable 4,175,617 5,648,399
Other liabilities, including put options granted on subsidiaries 2,979,544 3,386,235
Provisions 13 461,990 440,911
Current liabilities 39,343,473 49,388,714
Trade payables 11 328,937 327,706
Derivative financial instruments 21 212 6,720
Interest-bearing loans and borrowing 12 2,097,578 2,176,337
Deferred tax liabilities 8.1 4,500,103 5,007,711
Income tax and social contribution payable 1,249,360 1,372,387
Taxes and contributions payable 614,683 597,449
Other liabilities, including put options granted on subsidiaries 1,106,330 1,142,775
Provisions 13 545,288 670,904
Employee benefits 2,037,121 2,236,732
Non-current liabilities 12,479,612 13,538,721
Total liabilities 51,823,085 62,927,435
Equity 14
Issued capital 58,275,087 58,226,036
Reserves 107,486,640 108,973,429
Carrying value adjustments (74,227,340) (68,557,326)
Retained earnings/(losses) 2,993,887 -
Equity attributable to Ambev’s shareholders 94,528,274 98,642,139
Non-controlling interest 947,620 938,375
Total equity 95,475,894 99,580,514
Total equity and liabilities 147,298,979 162,507,949

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

AMBEV S.A.

INTERIM CONSOLIDATED INCOME STATEMENT

For the three-month periods ended March 31

All amounts in thousands of Brazilian Reais unless otherwise stated

2025 2024
Net sales 22,497,378 20,276,297
Cost of sales (10,945,732) (10,058,994)
Gross profit 11,551,646 10,217,303
Distribution expenses (2,876,695) (2,691,010)
Commercial expenses (2,069,927) (1,884,524)
Administrative expenses (1,488,847) (1,332,368)
Other operating income/(expenses) 615,198 593,029
Exceptional items (21,367) (17,569)
Income from operations 5,710,008 4,884,861
Finance income 683,548 599,750
Finance expenses (1,054,202) (1,012,469)
Other net financial results (485,728) 6,775
Net financial results (856,382) (405,944)
Share of results of associates and joint ventures 2,719 (3,570)
Income before income tax 4,856,345 4,475,347
Income tax expenses (1,051,696) (671,165)
Net income 3,804,649 3,804,182
Attributable to:
Equity holders of Ambev 3,693,946 3,700,276
Non-controlling interest 110,703 103,906
Basic earnings per share – common – R 0.2358 0.2350
Diluted earnings per share – common – R 0.2347 0.2336

All values are in US Dollars.

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-month periods ended March 31

All amounts in thousands of Brazilian Reais

2025 2024
Net income 3,804,649 3,804,182
Items that may be subsequently reclassified to profit or loss:
Exchange differences on the translation of foreign operations (gains/(losses))
Investment hedges – put options granted on subsidiaries 75,855 (37,671)
Gains/losses on translation of other foreign operations (4,943,937) 991,063
Gains/losses on translation of foreign operations (4,868,082) 953,392
Cash flow hedge – gains/(losses)
Recognized in equity (Hedge reserve) (436,668) (517,115)
Reclassified from equity (hedge reserve) to profit or loss (450,824) 84,949
Total cash flow hedge (887,492) (432,166)
Items that will not be reclassified to profit or loss:
Re-measurements of post-employment benefits 88 1,415
Other comprehensive (loss)/income (5,755,486) 522,641
Total comprehensive (loss)/income (1,950,837) 4,326,823
Attributable to:
Equity holders of Ambev (1,977,999) 4,202,655
Non-controlling interest 27,162 124,168

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 three-month periods ended March 31

All amounts in thousands of Brazilian Reais

Attributable to the equity holders of Ambev
Issued capital Capital reserves Profit reserves Retained earnings Carrying value adjustments Total Non-controlling interest Total equity
At January 1, 2024 Note 58,177,929 55,479,564 43,189,840 - (77,878,043) 78,969,290 1,174,512 80,143,802
Net Income - - - 3,700,276 - 3,700,276 103,906 3,804,182
Comprehensive income:
Gains/(losses) on cumulative translation adjustment [CTA] 14.4 - - - 933,680 933,680 19,712 953,392
Cash flow hedges 14.4 - - - (432,721) (432,721) 555 (432,166)
Actuarial gains/(losses) 14.4 - - - 1,420 1,420 (5) 1,415
Total comprehensive income - - - 3,700,276 502,379 4,202,655 124,168 4,326,823
Capital increase 14.1 48,107 - - - - 48,107 - 48,107
Effects of the application of IAS 29 (hyperinflation) - - - 2,811,677 - 2,811,677 6,006 2,817,683
Gains/(losses) of controlling interest 14.2 e 14.4 - 1,958 - - 516,457 518,415 (518,430) (15)
Dividends - - - - - - (4,212) (4,212)
Share buybacks, results from treasury shares, and share-based payments 14.2 - 23,364 - - - 23,364 344 23,708
Statute-barred /(additional) dividends - - - 20,820 - 20,820 - 20,820
At March 31, 2024 58,226,036 55,504,886 43,189,840 6,532,773 (76,859,207) 86,594,328 782,388 87,376,716

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 three-month periods ended March 31

All amounts in thousands of Brazilian Reais

Attributable to the equity holders of Ambev
Issued capital Capital reserves Profit reserves Retained earnings Carrying value adjustments Total Non-controlling interest Total equity
At January 1, 2025 Note 58,226,036 55,336,410 53,637,019 - (68,557,326) 98,642,139 938,375 99,580,514
Net Income - - - 3,693,946 - 3,693,946 110,703 3,804,649
Comprehensive income:
Gains/(losses) on cumulative translation adjustment [CTA] 14.4 - - - (4,782,873) (4,782,873) (85,209) (4,868,082)
Cash flow hedges 14.4 - - - (889,159) (889,159) 1,667 (887,492)
Actuarial gains/(losses) 14.4 - - - 87 87 1 88
Total comprehensive income - - - 3,693,946 (5,671,945) (1,977,999) 27,162 (1,950,837)
Capital increase 14.1 49,051 - - - - 49,051 - 49,051
Effects of the application of IAS 29 (hyperinflation) - - - 767,494 - 767,494 (3,315) 764,179
Gains/(losses) of controlling interest 14.4 - - - - 1,824 1,824 (1,959) (135)
Taxes on deemed dividends 14.4 - - - - 107 107 - 107
Dividends - - (496,600) (1,505,285) - (2,001,885) (12,964) (2,014,849)
Share buybacks, results from treasury shares, and share-based payments 14.2 - (990,189) - - - (990,189) 321 (989,868)
Statute-barred /(additional) dividends - - - 37,732 - 37,732 - 37,732
At March 31, 2025 58,275,087 54,346,221 53,140,419 2,993,887 (74,227,340) 94,528,274 947,620 95,475,894

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-month periods ended March 31

All amounts in thousands of Brazilian Reais

Note 2025 2024
Net income 3,804,649 3,804,182
Adjustments:
Depreciation, amortization and impairment 1,713,251 1,632,327
Impairment losses on receivables and inventory 79,354 94,980
Additions to/(reversals of) provisions and employee benefits 119,095 55,773
Net financial results 19 856,382 405,944
Losses/(gains) on sales of property, plant and equipment and intangible assets 18 (32,590) (20,683)
Share-based payment expenses 20 98,966 101,290
Income tax expenses 8 1,051,696 671,165
Share of results of associates and joint ventures (2,719) 3,570
Hedge operations 22.2 (585,971) 106,992
Cash flow from operating activities before changes in working capital 7,102,113 6,855,540
(Increase)/decrease in trade and other receivables 712,604 86,776
(Increase)/decrease in inventories (1,012,409) (991,534)
Increase/(decrease) in trade and other payables (4,045,100) (3,064,768)
Cash generated from operations 2,757,208 2,886,014
Interest paid (237,506) (143,791)
Interest received 366,632 390,817
Dividends received 4,553 6,664
Income tax paid (1,686,915) (2,421,505)
Cash flow from operating activities 1,203,972 718,199
Proceeds from sales of property, plant and equipment and intangible assets 32,110 36,217
Acquisitions of property, plant and equipment and intangible assets (828,151) (1,015,895)
Sale/(acquisition) of subsidiaries, net of cash acquired (40,270) (278)
Investments in short-term debt securities and net proceeds/(acquisitions) of debt securities 51,245 (799,676)
Net proceeds/(acquisitions) of other assets 619 -
Cash flow from/(used in) investing activities (784,447) (1,779,632)
Capital increases in associates and subsidiaries 23,693 17,486
Proceeds from/(buybacks of) treasury shares (1,056,521) (76,223)
Acquisitions of non-controlling interest (23) (1,714,029)
Proceeds from borrowing 7,763 412,891
Repayments of borrowing (49,170) (63,306)
Cash net of finance costs other than interest (839,212) (546,087)
Payments of lease liabilities (301,967) (321,235)
Dividends and interest on capital paid (6,611,438) (11,599)
Cash flow from/(used in) financing activities (8,826,875) (2,302,102)
Net increase/(decrease) in cash and cash equivalents (8,407,350) (3,363,535)
Cash and cash equivalents at the beginning of the period 28,595,666 16,059,003
Effects of exchange rate fluctuations on cash and cash equivalents (1,069,962) 149,056
Cash and cash equivalents at the end of the period 19,118,354 12,844,524

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

AMBEV S.A.

1. CORPORATE INFORMATION

1.1 Description of business

Ambev S.A. (referred to as the “Company” or “Ambev”) together with its subsidiaries (the “Group” or “Consolidated”), headquartered in São Paulo, São Paulo State, Brazil, has as its corporate purpose the production and sale of beer, draft beer, soft drinks, other non-alcoholic beverages, malt and food in general, either directly or through participation in other companies, as well as the advertising of both its own and of third party products, the sale of promotional and advertising materials, and the direct or indirect exploitation of bars, restaurants, snack bars and similar establishments, among others.

The Group’s main own brands are Brahma®, Skol®, Antarctica®, Original®, Quilmes®, Andes Origen®, Patricia®, Paceña®, Huari®, Pilsen®, Presidente®, Balboa®, Guaraná Antarctica® and Beats® among others. The main licensed brands by Anheuser-Busch InBev N.V. (“AB InBev”) to the Group are Budweiser®, Corona®, Spaten®, Stella Artois®, Beck’s®, Modelo®, Bud Light®, Busch® and Michelob Ultra® among others. In addition, the Company is one of the largest independent bottlers of PepsiCo in the world. The Group produces, sells and distributes in Brazil and in other countries in Latin America, products such as Pepsi®, H2OH! ®, Lipton IceTea® and the sports drink Gatorade® under a license from PepsiCo. The Group also has a licensing agreement with Red Bull® and other companies to distribute of its portifolio some sales channels and specific regions in Brazil and other markets.

The Company’s shares and American Depositary Receipts (“ADRs”) are listed on the Brasil, Bolsa, Balcão S.A. (“B3”) exchange under the ticker “ABEV3” as well as on the New York Stock Exchange (“NYSE”) under the ticker “ABEV”, respectively. The Company’s direct controlling shareholders are Interbrew International GmbH (“ITW International”), and AmBrew S.à.r.l (“Ambrew”), both of which are subsidiaries of AB InBev.


1.2 Key operating countries

The Company operates its business across four reportable segments based on the geographical zones shown below:





AMBEV S.A.

1.3 Major corporate events in the three-month period ended March 31, 2025


1.3.1 Share buybacks program

On October 30, 2024, the Board of Directors approved a new share buybacks program for the Company's own shares, up to a limit of 155,159,038 common shares. The main objective of this program is the cancellation of shares, with a certain number potentially being held in treasury, sold, and/or awarded under the Company's stock-based compensation plans. The Program is underway, and on March 31, 2025, the Company had already acquired 99,005,100 common shares, at a total cost of R$1,156,214,040. The transactions are ongoing through the brokerage firm Santander Corretora de Câmbio e Valores Mobiliários S.A. and UBS Brasil CCTVM S.A..

1.3.2 Distribution of dividends

In a meeting held on February 25, 2025, the Board of Directors approved the distribution of dividends in the amount of R$ 0.1276 per share of the Company, based on the balances available in the extraordinary balance sheet dated as of January 31, 2025, of which the amount corresponding to the profit recorded in the period from January 1st to January 31, 2025 was allocated to the minimum mandatory dividends for the 2025 fiscal year and the remainder was allocated to the special profit reserve constituted in previous fiscal years, without income tax withholding, pursuant to applicable law. The aforementioned payment was made on April 04, 2025.

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

The interim consolidated financial statements at March 31, 2025 have been prepared using the going concern basis of accounting and are being presented in accordance with IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB®”).

The information does not meet all disclosure requirements for the presentation of full annual consolidated financial statements and are disclosed with relevant information and changes in the period, without the level of detail in certain accompanying notes previously disclosed, avoiding repetition which, in Management's view, provides sufficient 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, 2024, 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, 2024:

Name of accompanying note in annual financial statements Accompanying note
(a) Basis of preparation and presentation of the interim consolidated financial statements 2
(b) Summary of material accounting policies 3
(c) Use of estimates and judgments 4
(d) Income tax and social contribution 13
(e) Goodwill 15
(f) Changes in equity 22
(g) Interest-bearing loans and borrowing 23
(h) Share-based payments 25
(i) Provisions, contingent liabilities and contingent asset 27
(j) Financial instruments and risks 28
(k) Related parties 30

In preparing the interim consolidated financial statements, management uses judgments, estimates and assumptions that affect the application of accounting practices and the reported amounts of assets, liabilities, income and expenses. The relevant estimates and judgments are disclosed in note 4 - Use of estimates and judgments.

The interim consolidated financial statements relating to the period ended March 31, 2025 were approved by the Executive Board of Officers on May 07, 2025.

2.1 Functional and presentation currency

The functional and presentation currency of the Company interim consolidated financial statements is the Brazilian Real, which is the currency of its main economic operating environment. For presentation purposes, the interim consolidated financial statements are presented in thousands of Brazilian Reais (“R$”), unless otherwise indicated, and the balances are rounded to the nearest thousand.

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
Currency Name Country 03/31/2025 12/31/2024 03/31/2025 03/31/2024
ARS Argentinian Peso Argentina 0.0053 0.0060 0.0056 0.0058
BBD Barbadian Dollar Barbados 2.8307 3.0525 2.9376 2.4272
BOB Bolivian Peso Bolivia 0.8250 0.8897 0.8562 0.7074
CAD Canadian Dollar Canada 3.9981 4.3037 4.1302 3.6626
CLP Chilean Peso Chile 0.0060 0.0062 0.0061 0.0053
GTQ Quetzal Guatemala 0.7443 0.8051 0.7742 0.6308
USD US Dollar Panamá and Cuba 5.7422 6.1923 5.9592 4.9238
PYG Guarani Paraguay 0.0007 0.0008 0.0008 0.0007
DOP Dominican Peso Dominican Republic 0.0905 0.1010 0.0962 0.0838
UYU Uruguayan Peso Uruguay 0.1363 0.1405 0.1379 0.1260
AMBEV S.A.
---

3. SUMMARY OF MATERIAL ACCOUNTING POLICIES

The accounting practices adopted by the Company are consistent for all of the years and periods presented. There were no changes to the accounting policies or calculation methods used for the interim consolidated financial statements at March 31, 2025 compared to those used for the consolidated financial statements for the years ended December 31, 2024.

3.1 Recently issued IFRS

The following new and amended standards that came into effect in 2024 were not applicable to or did not have any material impact on these consolidated financial statements:

Standard Highlights Management assessment
IAS21 - The Effects of Changes in Foreign Exchange Rates The implemented modifications foresee the application of a consistent approach when assessing whether one currency can be converted into another, along with new guidance regarding measurement and disclosure in contexts where the currency is not considered convertible. No impact on the consolidated financial statements.

The following are the main changes in accounting standards that, based on Management's assessment, may eventually have an impact on the Company's disclosures in subsequent periods:

Standard Issue Date Highlights Effective  date
IFRS 18 - Presentation and Disclosure in Financial Statements April 2024 The standard aims to address investor demands for more relevant and comparable information disclosed in the financial statements of entities. IFRS 18 introduces changes to the income statement with three new categories of revenues and expenses - operating, investing, and financing - two mandatory subtotals, and changes in the grouping of balances. Additionally, it requires disclosures in the notes regarding performance measures defined by management, changes in the statement of cash flows, and new presentation requirements for expenses by nature or function. The Company is currently in the process of evaluating the impacts of adopting this standard on consolidated financial statements. Periods beginning on January 1, 2027

Beyond the above, the Company does not anticipate that any other standards or amendments to IFRS® standards or IFRIC® interpretations that have not yet come into force could have a material impact on the Group's financial statements. The Company has not opted for the early adoption of any standards.

4. USE OF ESTIMATES AND JUDGMENTS

The preparation of interim consolidated financial statements in compliance with IFRS requires Management to make use of judgments, estimates and assumptions that affect both the application of accounting practices and the reported amounts of assets and liabilities, income and expenses. The estimates and significant judgment are based on past experience and on other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments regarding the carrying amounts of assets and liabilities that cannot readily be determined based on other sources. The actual results achieved may differ from these estimates.

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

AMBEV S.A.

The accounting policy which reflects significant estimates and judgments used in the preparation of these interim consolidated financial statements for the three-month period ended March 31, 2025 has not changed from those valid on December 31, 2024.

5. CASH AND CASH EQUIVALENTS AND INVESTMENT SECURITIES

5.1 Cash and equivalents


03/31/2025 12/31/2024
Cash 81,526 222,651
Current bank accounts 8,694,635 11,395,378
Short-term bank deposits ^(i)^ 10,342,193 16,977,637
Net cash and cash equivalents 19,118,354 28,595,666

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

The cash and cash equivalents balance includes the amount of R$6,165,009 at March 31, 2025 (R$8,038,817 in December 31, 2024), which is not freely transferable to the parent company due to remittance restrictions in Cuba and Argentina, and due to the unavailability of foreign exchange in Bolivia, although it is available for use in the local operations of the subsidiaries in question.

5.2 Investment securities

03/31/2025 12/31/2024
Financial assets at fair value through profit or loss 1,120,402 1,170,496
Investments in debt securities 71,505 71,505
Current assets 1,191,907 1,242,001
Investments in debt securities ^(i)^ 178,296 184,454
Non-current assets 178,296 184,454
Total 1,370,203 1,426,455

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

6. INVENTORIES
03/31/2025 12/31/2024
--- --- ---
Finished goods 4,200,928 3,903,163
Work in progress 670,711 738,987
Raw materials and consumables 5,796,941 5,622,197
Spare parts and others 996,421 996,505
Inventory in transit and prepayments 696,031 569,961
Impairment losses (113,149) (141,046)
12,247,883 11,689,767

The changes in impairment losses on inventory are as follow:

AMBEV S.A.
03/31/2025 12/31/2024
--- --- ---
Balance at the end of the previous year (141,046) (142,447)
Effects of cumulative translation adjustments (CTA) 6,199 (16,699)
Provisions (62,357) (263,999)
Write-offs 84,055 282,099
Balance at the end of the period (113,149) (141,046)
7. RECOVERABLE TAXES****
--- ---
03/31/2025 12/31/2024
--- --- ---
Exclusion of ICMS from PIS/COFINS ^(i)^ 210,253 307,746
PIS/COFINS 140,876 134,570
ICMS 358,100 359,875
IPI 117,372 119,599
Income tax and social contributions 2,332,840 2,582,088
Other 107,535 78,397
Current 3,266,976 3,582,275
Exclusion of ICMS from PIS/COFINS ^(i)^ 6,889,664 6,790,088
PIS/COFINS 150,273 148,140
ICMS 356,724 378,226
Income tax and social contributions 2,993,996 2,922,517
Other 242,568 265,006
Non-current 10,633,225 10,503,977
Total 13,900,201 14,086,252

(i) Over the past few years, as previously disclosed, the Company has recognized in prior fiscal years PIS/COFINS credits arising from the exclusion of ICMS, including in the form of tax substitution, from the calculation bases of these contributions. These tax credits were recorded against the recoverable taxes in the balance sheet, in the PIS/COFINS – ICMS exclusion line, as shown in the table above. The amounts that have not yet been offset substantially refer to tax credits from RegimeEspecial de Tributação de Bebidas Frias (“REFRI”), for the period from 2009 to 2015, in relation to which the lawsuit is currently in the expert examination phase.

8. INCOME TAX AND SOCIAL CONTRIBUTION

8.1 Deferred income tax and social contribution

The amounts of deferred income tax and social contribution for each type of temporary difference are as shown below:

AMBEV S.A.
03/31/2025 12/31/2024
--- --- --- --- --- --- ---
Assets Liabilities Net Assets Liabilities Net
Investment securities 7,087 - 7,087 7,299 - 7,299
Intangibles - (2,019,183) (2,019,183) - (2,141,921) (2,141,921)
Employee benefits 748,915 (1,904) 747,011 971,593 - 971,593
Trade payables 3,405,963 (2,361) 3,403,602 3,880,182 - 3,880,182
Trade receivables 44,573 (12,659) 31,914 35,098 (6,676) 28,422
Derivative financial instruments 45,899 (54,289) (8,390) 37,725 (246,083) (208,358)
Interest-bearing loans and borrowings 9,272 - 9,272 8,817 - 8,817
Inventories 366,041 (306,719) 59,322 307,006 (205,882) 101,124
Property, plant and equipment 1,125,888 (2,276,807) (1,150,919) 1,189,580 (2,459,042) (1,269,462)
Withholding tax on undistributed profits and royalties - (2,127,081) (2,127,081) - (2,254,977) (2,254,977)
Investments in associates and joint ventures - (383,678) (383,678) - (383,678) (383,678)
Interest on shareholders’ equity 322,643 - 322,643 - - -
Tax losses carried forward 3,816,536 - 3,816,536 3,849,725 - 3,849,725
Provisions 1,496,508 (2,609) 1,493,899 1,537,883 (4,542) 1,533,341
Complement of income tax of foreign subsidiaries due in Brazil - (69,391) (69,391) - - -
Impact of the adoption of IFRS 16 (Leases) 19,391 (15,952) 3,439 - (47,089) (47,089)
Exclusion of ICMS from PIS/COFINS calculation basis - (107,953) (107,953) - (121,590) (121,590)
Other items 308,938 (592,743) (283,805) 289,257 (558,726) (269,469)
Gross deferred tax assets/(liabilities) 11,717,654 (7,973,329) 3,744,325 12,114,165 (8,430,206) 3,683,959
Netting by taxable entity (3,473,226) 3,473,226 - (3,422,495) 3,422,495 -
Net deferred tax assets/(liabilities) 8,244,428 (4,500,103) 3,744,325 8,691,670 (5,007,711) 3,683,959

In the course of tax proceedings, the Brazilian tax authorities unilaterally offset the total amount of R$268,602 of deferred tax assets on the tax losses recorded by the Company. On a taxable basis, this is equivalent to R$790,005, which is the balance at December 31, 2024, given that there was no new offsetting in March 31, 2025. These proceedings represent a possible loss.

8.1.1 Realization of deferred taxes

At March 31, 2025 the deferred tax assets and liabilities expected to be utilized/settled, not related to tax losses, are: (i) to be realized until 12 months R$953,061; and (ii) to be realized after 12 months R$(1,025,272).

At March 31, 2025 the deferred tax assets and liabilities related to tax losses totaled R$3,816,536.

8.1.2 Net change in deferred taxes

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

At December 31, 2024 3,683,959
Recognition of actuarial gains/(losses) 48
Investment hedges – put options granted on subsidiaries (39,077)
Cash flow hedge – gains/(losses) 297,537
Gains/(losses) on cumulative translation adjustments [CTA] (193,404)
Recognized in other comprehensive income 65,104
Recognized in the income statement 104,927
Changes recognized directly in the balance sheet (109,665)
Recognized in deferred tax (107,170)
Effects of the application of IAS 29 (hyperinflation) (107,170)
Recognized in the other balance sheet group (2,495)
At March 31, 2025 3,744,325

AMBEV S.A.

8.1.3 Deferred tax assets related to tax losses

Beyond the tax credits related to tax losses effectively recognized as part of the amounts disclosed above, there are other tax credits related to tax losses that were not recorded in the balance sheets due to their low expectations of realization, based on Management’s assessment. At March 31, 2025, the accumulated balance of these credits represented R$830,069 in taxable value (R$866,979 in December 31, 2024) equivalent to a taxable basis of R$3,157,987 in March 31, 2025 (R$3,310,110 in December 31, 2024).

8.2 Income tax and social contribution

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

03/31/2025 03/31/2024
Income tax expenses – current (1,156,623) (1,003,162)
Deferred tax expenses on temporary differences 138,116 371,922
Deferred tax on taxes loss carryforward movements in the current period (33,189) (39,925)
Total deferred tax (expenses)/income 104,927 331,997
Total income tax expenses (1,051,696) (671,165)
AMBEV S.A.
---

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

03/31/2025 03/31/2024
Profit before income tax 4,856,345 4,475,347
Adjustments to the taxable basis
Other non-taxable income (162,612) (130,623)
Government grants related to taxes on sales (97,006) -
Share of results of associates and joint ventures (2,719) 3,570
Non-deductible expenses 240,617 6,915
Taxation on a universal basis and other adjustments related to foreign subsidiaries (65,232) (12,003)
4,769,393 4,343,206
Aggregated weighted nominal tax rate 27.63% 30.13%
Taxes payable – nominal rate (1,317,996) (1,308,690)
Adjustments to tax expenses
Income tax incentives 43,634 248,539
Deductible interest on capital 322,643 285,113
Tax savings arising from the amortization of goodwill 896 896
Withholding income tax (43,696) (105,180)
Recognition/(write-off) of deferred charges on tax losses (27,806) 78,295
Effects of the application of IAS 29 (hyperinflation) (8,224) 52,292
Others with reduced taxation (21,147) 77,570
Income tax and social contribution expense (1,051,696) (671,165)
Effective tax rate 21.66% 15.00%

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

· Government grants related to taxes on sales: these represent regional<br>incentives and economic development policies, primarily related to local production to generate economic and social impact. Before the<br>advent of Federal Law No. 14,789/2023, sales proceeds which were reinvested were not subject to income tax and social contribution**.In this regarding, starting August<br>2024, companies in the group have obtained favorable decisions, in effect since then, exempting them from collecting IRPJ and CSLL on<br>amounts determined as government grants related to tax benefits called ICMS presumed credits.
· Non-deductible expenses: primarily refer to the additional costs incurred<br>in acquiring foreign currency in certain jurisdictions where the Group operates, used for payments to some suppliers, as well as for the<br>remittance of earnings to the parent companies.
--- ---
· Taxation on a universal basis and other adjustments related to foreign<br>subsidiaries: the additional income taxes due in Brazil on the income of foreign-controlled entities, in accordance<br>with Law No. 12,973/14. It also includes local permanent adjustments to foreign companies consolidated within the group, as well as the<br>effects arising from some of these companies having a functional currency that differs from the currency used for tax calculations.
--- ---
· Income tax incentives: it refers to tax incentives related<br>to income tax granted by the Brazilian Federal Government to promote regional development in certain areas of the North and Northeast<br>of the country and to the PAT (“Programa de Alimentação do Trabalhador”). These incentives are recorded in the<br>results on an accruals basis and allocated to fiscal incentives reserve, as per item (14.3.1) "Tax incentives" within note 14<br>– Changes in equity.
--- ---
· Withholding income tax: this balance is related to tax due on<br> dividends to be distributed by subsidiaries located outside of Brazil under local tax legislation. The recorded amounts in 2025 are mainly related to withholding tax<br>calculated on profits earned in 2025 and to exchange differences on deferred income tax related to the undistributed profits of subsidiaries.
--- ---
AMBEV S.A.
---
· Deductible interest on capital (“IOC”): under Brazilian<br>law, companies have an option to remunerate their shareholders through the payment of IOC, which is deductible for income tax purposes.<br>The amount of IOC is impacted by the taxable result, net income reserves of the Company and by the long-term interest rate (“TJLP”).<br>These remunerations are deductible for income tax purposes.
--- ---
· Effects of the application of IAS 29 (hyperinflation): the Company’s<br>subsidiary in Argentina operates in a hyperinflationary economy thus subject to the monetary correction of its non-financial assets<br>and liabilities, its equity and its statement of income, which may impact the consolidated effective tax rate, implying variation between<br>periods.
--- ---
9. PROPERTY, PLANT AND EQUIPMENT
--- ---

03/31/2025 12/31/2024
Property, plant and equipment 25,666,395 27,134,539
Right of use assets 2,820,946 3,035,655
28,487,341 30,170,194
AMBEV S.A.
---

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


Carrying amount
At December 31, 2023 Cumulative translation adjustments (CTA) Effects of the application of IAS 29 (hyperinflation) Acquisitions Depreciation Disposals and write-offs Transfers At December 31, 2024 Acquisition cost Depreciation
Land and buildings 9,236,261 635,379 1,165,836 38,174 (496,322) (35,129) 585,647 11,129,846 17,204,820 (6,074,974)
Plant and equipment 10,788,846 743,990 1,238,477 720,451 (3,903,666) (4,132) 2,971,323 12,555,289 49,135,917 (36,580,628)
Fixtures and accessories 1,091,672 62,277 95,292 75,467 (567,143) (21,854) 192,129 927,840 7,882,785 (6,954,945)
Under construction 2,545,949 145,861 173,090 3,415,248 - - (3,758,584) 2,521,564 2,521,564 -
Total 23,662,728 1,587,507 2,672,695 4,249,340 (4,967,131) (61,115) (9,485) 27,134,539 76,745,086 (49,610,547)

Carrying amount
At December 31, 2024 Cumulative translation adjustments (CTA) Effects of the application of IAS 29 (hyperinflation) Acquisitions Depreciation Disposals and write-offs Transfers At March 31, 2025 Acquisition cost Depreciation
Land and buildings 11,129,846 (493,820) 132,106 361 (121,881) (181) 130,154 10,776,585 16,816,664 (6,040,079)
Plant and equipment 12,555,289 (565,361) 127,539 68,987 (967,520) (2,036) 509,741 11,726,639 47,970,753 (36,244,114)
Fixtures and accessories 927,840 (35,409) 6,773 21,139 (120,359) (2,500) 60,113 857,597 7,534,745 (6,677,148)
Under construction 2,521,564 (82,518) 20,645 591,259 - - (745,376) 2,305,574 2,305,574 -
Total 27,134,539 (1,177,108) 287,063 681,746 (1,209,760) (4,717) (45,368) 25,666,395 74,627,736 (48,961,341)
AMBEV S.A.
---

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

Carrying amount
At December 31, 2023 Cumulative translation adjustments (CTA) Effects of the application of IAS 29 (hyperinflation) Additions Depreciation Write-offs Transfers At December 31, 2024 Acquisition cost Depreciation
Buildings 1,172,266 102,809 4,152 449,236 (442,227) (46,420) (4,527) 1,235,289 3,474,376 (2,239,087)
Machinery, equipment and vehicles 1,709,257 42,094 920 796,867 (802,095) (19,431) (1,287) 1,726,325 4,124,273 (2,397,948)
Others 85,905 4,853 26,369 39,941 (75,813) (7,214) - 74,041 288,406 (214,365)
Total 2,967,428 149,756 31,441 1,286,044 (1,320,135) (73,065) (5,814) 3,035,655 7,887,055 (4,851,400)
Carrying amount
--- --- --- --- --- --- --- --- --- ---
At December 31, 2024 Cumulative translation adjustments (CTA) Effects of the application of IAS 29 (hyperinflation) Additions Depreciation Write-offs At March 31, 2025 Acquisition cost Depreciation
Buildings 1,235,289 (47,519) (482) 133,623 (120,463) (702) 1,199,746 3,444,334 (2,244,588)
Machinery, equipment and vehicles 1,726,325 (19,541) (78) 56,685 (181,888) (16,069) 1,565,434 4,106,172 (2,540,738)
Others 74,041 (3,661) 2,311 - (16,925) - 55,766 281,521 (225,755)
Total 3,035,655 (70,721) 1,751 190,308 (319,276) (16,771) 2,820,946 7,832,027 (5,011,081)
AMBEV S.A.
---
10. GOODWILL
--- ---

03/31/2025 12/31/2024
Balance at the end of the previous year 44,342,668 38,003,640
Effects of cumulative translation adjustments (CTA) (2,234,194) 3,723,544
Effects of the application of IAS 29 (hyperinflation) 299,806 2,628,891
Acquisitions/(write-offs) 14,537 (13,407)
Balance at the end of the year 42,422,817 44,342,668

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 three-month period ended March 31, 2025.

11. TRADE PAYABLES
03/31/2025 12/31/2024
--- --- ---
Trade payables 21,473,956 24,042,927
Related parties 1,117,158 1,180,595
Current 22,591,114 25,223,522
Trade payables 85,043 69,368
Related parties 243,894 258,338
Non-current 328,937 327,706
Total 22,920,051 25,551,228

The present value adjustment related to the obligations recorded in trade payables, at March 31, 2025 is R$223,866 million (R$210,694 million at December 31, 2024).

The subsidiaries in Argentina, Chile, and Panama have discount transactions for duplicates with endorsement (trade payables securitization) with vendors in the amount of R$103,325 million at March 31, 2025 (R$76,230 million at December 31, 2024). In general, the above-mentioned discount transactions occur as a result of legal impositions existing in these jurisdictions. These transactions maintain their commercial characteristics since there are no changes to the previously established conditions (amount, terms, and counterpart), and it is the vendor’s choice to anticipate its receivables, and therefore these transactions do not result in any additional obligations for the Company.

AMBEV S.A.

12. INTEREST-BEARING LOANS AND BORROWING

03/31/2025 12/31/2024
Secured bank loans 18,934 18,481
Other secured loans 153,967 145,150
Lease liabilities 947,691 1,112,760
Current liabilities 1,120,592 1,276,391
Secured bank loans 80,870 96,940
Other secured loans 203,908 227,089
Lease liabilities 1,812,800 1,852,308
Non-current liabilities 2,097,578 2,176,337
Total 3,218,170 3,452,728

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)

At March 31, 2025, at December 31, 2024, and up to the date of issuance of these consolidated financial statements, no events of default, breaches of covenants, or significant contractual changes occurred that would result in changes to the payment terms of loan and financing agreements.

12.2 Leasing contracts regarding the term and discountrate (Brazil)

The Company estimated the discount rates based on the risk-free interest rates observable in the Brazilian market over the terms of its contracts, adjusted to its reality (i.e. the credit 'spreads'). These spreads are based on surveys conducted with financial institutions. The table below highlights the weighted average of the rates applied, considering the terms of the existing contracts:

Rate %
Lease Term 03/31/2025
2025 - 2029 11.24%
2030 - 2035 11.49%
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 likelihood of loss, carried out by the Company with the support of its legal advisors, considers the likelihood of the Company position being accepted at the end of the proceedings, considering the applicable legislation, the case law on the subject and the existing evidence. Due to their nature, these proceedings involve inherent uncertainties, including, but not limited to, decisions by courts and tribunals agreements between the parties involved and governmental actions and, as a result, Management cannot, at this stage, estimate the precise timing to conclude such proceedings.


13.1 Provisions

The lawsuits considered probable of loss are fully provisioned, under the terms of IAS 37 - Provisions, Contingent Liabilities and Contingent Assets, and have a tax, civil or labor nature. Cases are considered likelihood of loss when there is established or binding case law unfavorable to the position defended by the Company and its subsidiaries, or, in the case of factual or evidentiary disputes, when the Company and its subsidiaries do not have the necessary and sufficient evidence to prove the claimed right.

AMBEV S.A.

13.1.1 Main lawsuits with a probable likelihood of loss


Taxes on sales: in Brazil, the Company and its subsidiaries are parties to various administrative and judicial proceedings related to ICMS, IPI, PIS and COFINS taxes, considered as probable likelihood of loss. Such proceedings include, among others, tax offsetting, appropriation of tax credits and alleged insufficient payment of the respective taxes.

Labor: the Company and its subsidiaries are parties to labor lawsuits considered likely to result in loss, involving former employees, including those from outsourced service providers. The main issues involve overtime and related effects and respective charges.

Civil: the Company and its subsidiaries are involved in civil proceedings considered as representing a probable likelihood of loss. The most relevant portion of these lawsuits was filed by former distributors, mainly in Brazil, mostly claiming damages resulting from the termination of their contracts with the Company.

Other taxes: refer to provisions for lawsuits concerning taxes unrelated to sales or income taxation. The uncertain tax treatments related to income taxes with a prognosis of probable loss have their value reported directly in the income tax and social contribution payable line, as per IFRIC 23 - Uncertaintyon the Treatment of Income Taxes.

13.1.2 Provisions changes

Excise duties Labor Civil Other taxes Restructuring Total
Balance at December 31, 2023 282,172 149,937 340,177 202,447 3,270 978,003
CTA effect - 1,285 305 12,416 654 14,660
Constituted provisions 148,661 294,740 144,887 39,769 24,754 652,811
Consumed provisions (33,554) (205,810) (89,949) (19,695) (24,106) (373,114)
Reversed provisions (71,373) (45,042) (23,399) (20,731) - (160,545)
Balance at December 31, 2024 325,906 195,110 372,021 214,206 4,572 1,111,815
CTA effect - (1,042) (1,567) (4,384) (226) (7,219)
Constituted provisions 87,080 43,914 38,112 6,807 - 175,913
Consumed provisions (12,291) (31,953) (94,867) (2,714) (3,118) (144,943)
Reversed provisions (17,950) (7,034) (93,898) (9,406) - (128,288)
Balance at March 31, 2025 382,745 198,995 219,801 204,509 1,228 1,007,278


AMBEV S.A.

13.1.3 Expected settlement of provisions


03/31/2025 12/31/2024
Current Non-current Total Current Non-current Total
Excise duties 170,133 212,612 382,745 158,717 167,189 325,906
Labor 83,928 115,067 198,995 55,700 139,410 195,110
Civil 177,471 42,330 219,801 188,357 183,664 372,021
Other taxes 29,230 175,279 204,509 33,565 180,641 214,206
Total provision for disputes and litigation 460,762 545,288 1,006,050 436,339 670,904 1,107,243
Restructuring 1,228 - 1,228 4,572 - 4,572
Total provisions 461,990 545,288 1,007,278 440,911 670,904 1,111,815

The expected settlement of provisions was based on Management’s best estimate, in line with their internal and external legal advisors’ assessments, at the consolidated balance sheet date.


13.2 Contingencies


The Company and its subsidiaries maintain administrative and judicial disputes with fiscal authorities in Brazil related to certain tax positions adopted when calculating the income tax and social contribution, which, based on Management’s current evaluation, probably are going to be accepted in superior court decisions of last instance, considering the regular compliance with tax laws, case law, and evidence produced, in line with IFRIC 23 - Uncertainty over Income Tax Treatments. The Group is also part on tax proceedings related to other taxes, which involve possible loss risk, according to Management's assessment. To these uncertain tax treatments and possible contingencies there are no constituted provision, due to the prognosis assessment carried out. Such proceedings represent the following estimates.

03/31/2025 12/31/2024
Income tax and social contribution 68,384,994 65,174,567
Value-added and excise duties 27,945,664 28,139,743
PIS and COFINS 1,756,522 2,032,464
Others 2,682,550 2,552,048
100,769,730 97,898,822

Contingencies with a remote risk of loss are not disclosed, as the possibility of any settlement is remote, in accordance with IAS 37 - Provisions, Contingent Liabilities and Contingent Assets.

The Company and its subsidiaries have guarantee-insurance bonds and letters of guarantee for some legal proceedings, presented as guarantees on civil, labor and tax lawsuits.

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 March 31, 2025, 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 03/31/2025 12/31/2024
1 Disallowance of tax paid abroad<br><br> <br>Since 2014, the Company has been receiving tax assessments, relating to<br> calendar years from 2007 onwards, which disallow the use of foreign tax credits relating to income tax paid abroad by its controlled companies.<br> The Company is challenging these assessments in the administrative and judicial courts. In November 2019, a final favorable decision was<br> issued by the Administrative Council of Tax Appeals (“CARF”) canceling the assessment regarding one of the cases, covering<br> the calendar year 2010. For cases involving calendar years 2015 and 2016, the Company received unfavorable decisions, in the administrative<br> level, in three out of four cases. The Company filed a lawsuit to discuss the matter and awaits a decision by the first-instance judicial<br> court. In July 2024, the Lower Administrative Court rendered a favorable decision to the Company in one case related to the 2012 calendar<br> year (approximately R$1.4 billion). The Company awaits the formalization and notification of the decision in order to assess, together<br> with its external advisors, any potential impacts on the likelihood of loss of this portion of the contingency. In January 2025, the Company received new assessments related to the 2019 calendar year and submitted administrative defenses, which are pending judgment.<br> The other cases are still awaiting final decisions at both administrative and judicial courts.<br><br> <br>In connection with the disallowance of tax paid abroad, the RFB filed<br> additional tax assessments to charge isolated fines due to the lack of monthly prepayments of income tax as a result of allegedly<br> undue deductions of taxes paid abroad. The Company has received tax assessments charging such fines for the calendar years 2015 to<br> 2019. For the tax assessment related to the period 2019 Ambev has filed a defense, and the case awaits judgment by the first-level<br> administrative court. For the tax assessments related to the periods of 2016 and 2018, Ambev received unfavorable decisions from the<br> first-level administrative court and filed appeals in connection therewith, which are pending judgment by the Lower Administrative<br> Court. In August 2024, for the tax assessments related to the periods of 2015 and 2017, Ambev received an unfavorable decision by<br> the Lower Administrative Court for the case related to the calendar year of 2015, against which it filed an appeal to the Upper<br> Administrative Court, and a favorable decision for the case related to the calendar year of 2017, which is not final and appealed by<br> the tax authorities.<br><br> <br>The updated assessed value of this uncertain tax treatment, in accordance<br> with IFRIC 23 - Uncertainty over Income Tax Treatments, is approximately R$17.9 billion as of March 31, 2025 (R$15.9 billion<br> as of December 31, 2024), and, due to the assessment of the likelihood of loss, no provision was made in the period. This uncertain tax<br> treatment, according to IFRIC, regarding income tax credits paid abroad, continued to be applied by the Company and impacted subsequent<br> calendar years to those assessed (2018, 2020-2024). If new questions arise in the future, on the same basis and with the same grounds<br> as the tax assessments mentioned, the Company estimates that the outcome of these potential new discussions would be consistent with the<br> periods already assessed. 17,877 15,932

Indirect taxes Estimates<br><br> <br>(in million of Brazilian Reais)
# Description of the main process 03/31/2025 12/31/2024
1 ICMS-ST Trigger<br><br> <br>Over the years, Ambev has received tax assessments to charge supposed ICMS<br> differences considered due when the price of the products sold by Ambev is above the fixed price table basis established by the relevant<br> states, cases in which the state tax authorities contend that the calculation basis should be based on a value-added percentage over the<br> actual prices and not the fixed table price. Ambev is currently challenging those charges before the courts. The cases are being challenged<br> at both the administrative and judicial levels. In February 2025, the Supreme Court rendered its judgment on Topic 816, establishing a limit of 20% for late payment fines. This decision is applicable to certain cases under consideration and represents a reclassification of potential loss from possible to remote, amounting to 0.8 billion reais. A Company estimates that the total updated amount of possible<br> risk involved in the processes related to this matter, as of March 31st, 2025, is approximately R$11.4 billion (R$12 billion on December<br> 31st, 2024). 11,368 11,966

14. CHANGES IN EQUITY

14.1 Issued capital


At March 31, 2025, the authorized issued capital, fully subscribed and paid in amounting to R$58,275,087 (R$58,226,036 in March 31, 2024) was composed of 15,761,639 common shares (15,757,657 in March 31, 2024), book entry, nominative, without nominal value, distributed as follows:

AMBEV S.A.
03/31/2025 03/31/2024
--- --- --- --- ---
Shareholder Thousands of common shares % Thousands of common shares %
Interbrew International GmbH 8,441,666 53.56% 8,441,666 53.57%
Ambrew S.A.R.L. 1,287,700 8.17% 1,287,671 8.17%
Fundação Zerrenner 1,609,987 10.21% 1,609,987 10.22%
Market (free float) 4,307,812 27.33% 4,408,320 27.98%
Treasury shares 114,474 0.73% 10,013 0.06%
15,761,639 100.00% 15,757,657 100.00%
03/31/2025 03/31/2024
--- --- --- --- ---
Thousands of common shares Thousands of Real Thousands of common shares Thousands of Real
Opening balance 15,757,657 58,226,036 15,753,833 58,177,929
Capital increase ^(i)^ 3,982 49,051 3,824 48,107
Balance at the end of the period 15,761,639 58,275,087 15,757,657 58,226,036

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

AMBEV S.A.

14.2 Capital reserves


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 buybacks, results from treasury shares, and share-based payments (71,519) - - 94,883 23,364
Balance at March 31, 2024 (1,083,468) 53,662,811 700,898 2,224,645 55,504,886

Capital Reserves
Treasury shares Share Premium Other capital reserves Share-based Payments Total
Balance at January 1, 2025 (1,332,743) 53,662,811 700,898 2,305,444 55,336,410
Share buybacks, results from treasury shares, and share-based payments (982,359) - - (7,830) (990,189)
Balance at March 31, 2025 (2,315,102) 53,662,811 700,898 2,297,614 54,346,221

14.2.1 Share buyback and treasury shares results

Treasury shares represent the Company’s own issued shares which have been reacquired by the Company, and the results of treasury shares relate to gains and losses on share-based payment transactions and others. The changes in treasury shares are as follow:

Acquisition/(realization of shares) Results from treasury shares Total treasury shares
Thousands of shares Thousands of Brazilian Reais Thousands of shares Thousands of Brazilian Reais
Balance at January 1, 2024 4,384 (63,095) (948,854) (1,011,949)
Changes during the year 5,629 (70,843) (676) (71,519)
Balance at March 31, 2024 10,013 (133,938) (949,530) (1,083,468)
Acquisition/(realization of shares) Results from treasury shares Total treasury shares
--- --- --- --- ---
Thousands of shares Thousands of Brazilian Reais Thousands of shares Thousands of Brazilian Reais
Balance at January 1, 2025 29,807 (365,626) (967,117) (1,332,743)
Changes during the year 84,667 (986,569) 4,210 (982,359)
Balance at March 31, 2025 114,474 (1,352,195) (962,907) (2,315,102)

14.2.2 Share-based payment

Different share-based payment programs allow the Group’s senior Management to acquire shares in the Company (note 20 – Share-based payments). The share-based payment reserve recorded a charge of R$98,966 on March 31, 2025 (R$104,504 at March 31, 2024).

14.3 Net income reserves


Profit reserves
Investment reserve Legal reserve Fiscal incentives Total
Balance at January 1, 2024 25,786,098 4,456 17,399,286 43,189,840
Balance at March 31, 2024 25,786,098 4,456 17,399,286 43,189,840

AMBEV S.A.
Profit reserves
--- --- --- --- ---
Investment reserve Legal reserve Fiscal incentives Total
Balance at January 1, 2025 36,125,152 4,456 17,507,411 53,637,019
Dividends (496,600) - - (496,600)
Balance at March 31, 2025 35,628,552 4,456 17,507,411 53,140,419

There was no change in profit reserves in the three-month period ended March 31, 2024.

14.3.1 Tax incentives


The tax incentives recognized by the Company in its net equity, in the profit reserves account, relate to industrial development programs that aim to generate employment, increase regional decentralization, in addition to complementing and diversifying the industrial bases of certain states in Brazil. In these states, the grace periods and terms are set out in normative acts issued by the respective states, and when there are conditions for obtaining these grants, they are under the Company’s control. The tax treatment of states incentives complies with the provisions of current federal, state and municipal legislation, in particular Complementary Federal Law No. 160/2017 and by Convênio CONFAZ No. 190/2017. State tax incentives under the nature of presumed ICMS credits were recognized as government grants for investment, for the purpose of constituting the tax incentive reserve, until the revocation of Article 30 of Federal Law No. 12,973/14 by Federal Law No. 14,789/23. The other federal and state tax incentives continue to be recognized as government grants for investment, for the purpose of constituting the tax incentive reserve.

14.3.2 Interest on capital/dividends

Event Approval Type Date of payment Year Type of share Amount per share Total amount
Board of Directors’ Meeting 02/25/2025 Dividends 4/4/2025 2025 ON 0.1276 2,001,885
2,001,885

Distribution dividends: on meeting held on February 25, 2025, the Board of Directors approved the distribution of dividends at a rate of R$0.1276 per share of the Company, based on the available balances in the balance sheet of January 31, 2025, which were treated as part of the mandatory minimum dividends for the 2025 fiscal year and the remainder will be allocated to the Investments Reserve constituted in previous fiscal years.

The payment of dividends was made on April 04, 2024.

AMBEV S.A.

14.4 Carrying value adjustments

Carrying value adjustments
Translation reserves Cash flow hedge Actuarial gains/ (losses) Gains/(losses) of non-controlling interest’s share Other movements Business combination Accounting adjustments for transactions between shareholders Total
Balance at January 1, 2024 (2,458,382) 697,825 (678,235) (81,172) (64,503) 156,091 (75,449,667) (77,878,043)
Comprehensive income:
Gains/(losses) on cumulative translation adjustments [CTA] 933,680 - - - - - - 933,680
Cash flow hedges - (432,721) - - - - - (432,721)
Actuarial gains/(losses) - - 1,420 - - - - 1,420
Total comprehensive income 933,680 (432,721) 1,420 - - - - 502,379
Gains/(losses) of controlling interest 385,670 (578) (1,174) 132,539 - - - 516,457
Balance at March 31, 2024 (1,139,032) 264,526 (677,989) 51,367 (64,503) 156,091 (75,449,667) (76,859,207)
Carrying value adjustments
--- --- --- --- --- --- --- --- ---
Translation reserves Cash flow hedge Actuarial gains/ (losses) Gains/(losses) of non-controlling interest’s share Other movements Business combination Accounting adjustments for transactions between shareholders Total
Balance at January 1, 2025 6,121,951 1,248,882 (602,521) 74,007 (94,246) 156,091 (75,461,490) (68,557,326)
Comprehensive income:
Gains/(losses) on cumulative translation adjustment [CTA] (4,782,873) - - - - - - (4,782,873)
Cash flow hedges - (889,159) - - - - - (889,159)
Actuarial gains/(losses) - - 87 - - - - 87
Total comprehensive income (4,782,873) (889,159) 87 - - - - (5,671,945)
Gains/(losses) of controlling interest - - - 1,824 - - - 1,824
Taxes on deemed dividends - - - - 107 - - 107
Balance at March 31, 2025 1,339,078 359,723 (602,434) 75,831 (94,139) 156,091 (75,461,490) (74,227,340)

AMBEV S.A.

15. SEGMENT REPORTING
(a) Reportable segments three-month–period ended on March 31,:
--- ---
Brazil CAC Latin America – South Canada Consolidated
--- --- --- --- --- --- --- --- --- --- ---
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Net sales 12,255,370 11,711,918 2,656,924 2,314,702 5,536,112 4,401,921 2,048,972 1,847,756 22,497,378 20,276,297
Cost of sales (5,991,649) (5,949,878) (1,257,579) (1,087,690) (2,833,893) (2,190,853) (862,611) (830,573) (10,945,732) (10,058,994)
Gross profit 6,263,721 5,762,040 1,399,345 1,227,012 2,702,219 2,211,068 1,186,361 1,017,183 11,551,646 10,217,303
Distribution expenses (1,579,074) (1,615,764) (223,732) (200,329) (671,734) (492,874) (402,155) (382,043) (2,876,695) (2,691,010)
Sales and marketing expenses (1,131,514) (1,106,523) (188,692) (168,940) (497,716) (400,338) (252,005) (208,723) (2,069,927) (1,884,524)
Administrative expenses (911,814) (821,640) (113,553) (94,514) (270,776) (230,646) (192,704) (185,568) (1,488,847) (1,332,368)
Other operating income/(expenses) 585,259 588,505 8,578 5,369 11,825 (8,518) 9,536 7,673 615,198 593,029
Exceptional items (9,701) (4,809) (2,513) (821) (9,153) (1,636) - (10,303) (21,367) (17,569)
Income from operations 3,216,877 2,801,809 879,433 767,777 1,264,665 1,077,056 349,033 238,219 5,710,008 4,884,861
Net financial results (856,382) (405,944)
Share of results of associates and joint ventures 2,719 (3,570)
Income before income tax 4,856,345 4,475,347
Income tax expenses (1,051,696) (671,165)
Net income 3,804,649 3,804,182
Acquisitions of property, plant and equipment 610,665 689,204 82,458 100,599 92,693 182,134 42,335 43,958 828,151 1,015,895
AMBEV S.A.
---

(continued)

Brazil CAC Latin America – South Canada Consolidated
03/31/2025 12/31/2024 03/31/2025 12/31/2024 03/31/2025 12/31/2024 03/31/2025 12/31/2024 03/31/2025 12/31/2024
Segment assets 57,591,314 57,775,680 15,228,447 16,742,086 25,424,856 28,247,805 17,394,299 18,394,281 115,638,916 121,159,852
Inter-segment eliminations (3,155,430) (4,607,706)
Non-segmented assets ^(i)^ 34,815,493 45,955,803
Total assets 147,298,979 162,507,949
Segment liabilities 26,947,875 34,429,339 5,743,739 6,814,181 6,561,487 9,146,093 4,345,203 4,976,576 43,598,304 55,366,189
Inter-segment eliminations (3,155,428) (4,607,698)
Non-segmented liabilities ^(i)^ 106,856,103 111,749,458
Total liabilities 147,298,979 162,507,949

(i) The balance of non-segmented assets relate refers mainly to cash and cash equivalents, taxes and investments. The balance of non-segmented liabilities, refers mainly to equity, taxes and derivatives.

Non-current assets attributed to Brazil (country of domicile of the Company) and to Canada amounted to R$44,545,830 and R$14,897,785, respectively at March 31, 2025 (R$44,725,285 and R$16,131,204, respectively, at December 31, 2024). The net revenue attributable to the Company's operations in Argentina amounted to R$3,017,441 in the three-month period ended March 31, 2025 (R$2,557,543 as of March 31, 2024), and the segmented non-current assets related to the same country totaled R$11,853,886 for the same period ended March 31, 2025 (R$12,576,758 as of December 31, 2024).

AMBEV S.A.
(b) Additional information – by business unit – three-month periods ended in:
--- ---
Brazil
--- --- --- --- --- --- ---
Beer NAB Total
2025 2024 2025 2024 2025 2024
Net sales 10,000,757 9,687,509 2,254,613 2,024,409 12,255,370 11,711,918
Cost of sales (4,707,291) (4,812,476) (1,284,358) (1,137,402) (5,991,649) (5,949,878)
Gross profit 5,293,466 4,875,033 970,255 887,007 6,263,721 5,762,040
Distribution expenses (1,221,489) (1,296,008) (357,585) (319,756) (1,579,074) (1,615,764)
Sales and marketing expenses (1,031,656) (994,560) (99,858) (111,963) (1,131,514) (1,106,523)
Administrative expenses (799,360) (709,523) (112,454) (112,117) (911,814) (821,640)
Other operating income/(expenses) 460,833 475,055 124,426 113,450 585,259 588,505
Exceptional items (9,701) (4,809) - - (9,701) (4,809)
Income from operations 2,692,093 2,345,188 524,784 456,621 3,216,877 2,801,809
Net financial results (502,459) (451,173)
Share of results of associates and joint ventures 2,686 (3,401)
Income before income tax 2,717,104 2,347,235
Income tax expenses (197,019) 81,463
Net income 2,520,085 2,428,698
AMBEV S.A.
---
16. NET SALES
--- ---

In compliance with Brazilian Federal Law No 6,404/76, Company discloses the reconciliation between gross and net sales presented in the consolidated income statement. The revenue figures for each operational segment are disclosed in note 15 – Segment reporting.

03/31/2025 03/31/2024
Gross sales 33,653,426 30,354,533
Excise duty (6,940,245) (6,232,642)
Discounts (4,215,803) (3,845,594)
22,497,378 20,276,297

At March 31, 2025 the Company recognized R$384,044 in tax incentives (R$306,140 at March 31, 2024). These are government grants in the nature of effective tax collection, which were recognized in the operating net revenue.

17. OTHER OPERATING INCOME/(EXPENSES)

03/31/2025 03/31/2024
Government grants and gains on subsidies loans 456,625 385,613
(Additions to)/reversals of provisions (67,021) (6,092)
Gains/(losses) on disposals of property, plant and equipment, intangible assets and the operations of associates 32,590 20,683
Other operating income/(expenses), net 193,004 192,825
Total 615,198 593,029

18. EXCEPTIONAL ITEMS

03/31/2025 03/31/2024
Restructuring ^(i)^ (21,367) (17,569)
(21,367) (17,569)

(i) The restructuring expenses primarily relate to organizational alignments as a result of operational improvements, sizing and digitalization efforts in Brazil, LAS, CAC and Canada.

AMBEV S.A.

19. FINANCIAL RESULTS

03/31/2025 03/31/2024
Finance income
Income from cash and cash equivalents 342,089 384,384
Income from debt securities 34,919 9,524
Income from other receivables ^(i)^ 187,179 191,692
Other finance income 119,361 14,150
Total finance income 683,548 599,750
Finance expenses
Interest on accounts payable present value adjustment (272,154) (332,140)
Interest on bank debts and tax incentives (44,282) (46,960)
Interest on provisions for disputes and litigation (52,307) (44,378)
Interest on leases (57,874) (38,092)
Interest on pension plans (27,821) (26,510)
Other interest expenses ^(ii)^ (131,878) (132,348)
Losses on hedging instruments ^(iii)^ (278,391) (195,182)
Taxes on financial transactions (68,980) (55,292)
Bank guarantee expenses and surety bond premiums (69,176) (57,341)
Other finance expenses ^(iv)^ (51,339) (84,226)
Total finance expenses (1,054,202) (1,012,469)
Effects of the application of IAS 29 (hyperinflation) 2,193 40,716
Exchange differences, net (487,921) (33,941)
Other net financial results (485,728) 6,775
Net financial results (856,382) (405,944)

(i) Refers mainly to the monetary updates to taxes to be recovered.

(ii) Includes, among others, interest related to the financing of tax payments, under the 2017 Special Tax Regularization Program (“PERT”).

(iii) Refers to the forward element, which can be separated and excluded from the designation of a financial instrument as a hedge instrument, according to IFRS 9- Financial Instruments.

(iv) In some jurisdictions where the Group operates, there are additional costs for acquiring foreign currency, used for payments to some suppliers, as well as for the remittance of earnings to the parent companies.

Interest expenses are presented net of the effects of derivative financial instruments hedging the Company’s interest rate risk (see also note 21- Financial instruments and risks).

20. SHARE-BASED PAYMENTS

Currently, the Company has two plans for share-based payment programs: (i) the Stock Option Plan, approved at the Extraordinary General Meeting of July 30, 2013 (the “Stock Option Plan”); and (ii) the Share-based Plan approved at the Extraordinary General Meeting of April 29, 2016, as amended at the Extraordinary General Meeting of April 24, 2020 (“Share-Based Plan”). Each plan may periodically issue different stock options, restricted stock units (RSUs) and performance stock units (PSUs) programs. These programs allow the Group employees and senior Management members nominated by the Board of Directors and People Committee to acquire, through the exercise of stock options, or receive shares in the Company.

AMBEV S.A.

20.1 Share-Based Plan

During the period, the Company granted 14,007 thousand restricted and performance shares under the Share-Based Plan (6,787 thousand in March 31, 2024), representing a fair value of approximately R$169,458 in March 31, 2025 (R$85,384 in March 31, 2024).

The total number of shares granted to employees under the Share-Based Plan, and which will be delivered in the future based on the fulfilment of certain conditions, is set out below:

Restricted and performance stock units

Thousand restricted shares 03/31/2025 03/31/2024
Restricted and performance stocks outstanding at January 120,417 118,996
New restricted and performance stocks during the period 14,007 6,787
Restricted and performance stocks vested during the period (8,970) (204)
Restricted and performance stocks forfeited during the period (1,049) (1,486)
Restricted and performance stocks outstanding at the end of the period 124,405 124,093

20.2 Options Plan


Stock options have not neither been granted nor exercised during the periods ended on March 31, 2025, and March 31, 2024. The total number of outstanding stock options is as follows:

Thousand options 03/31/2025 03/31/2024
Options outstanding at January 1 72,466 87,961
Options forfeited during the period (45) (460)
Options outstanding at the end of the period 72,421 87,501

In March 31, 2025the exercise prices of the outstanding options range from R$16.34 (R$15.95 at March 31, 2024) to R$22.40 (R$32.25 at March 31, 2024), and the remaining exercise period for these options is approximately 56 months. Of the 72,421 thousand outstanding options (87,501 thousand at March 31, 2024), 72,421 thousand options were vested in March 31, 2025 (68,369 thousand in March 31, 2024).

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

In R$ per share 03/31/2025 03/31/2024
Options outstanding on January 1 18.26 18.86
Options forfeited during the period 22.30 18.16
Options outstanding at the end of the period 18.26 18.83
Options exercisable at the end of the period 18.26 19.05

The Company carries out periodic share buybacks where necessary to meet the need for shares to be delivered under the above Plans.

20.3 Expenses related to share-based payments

The share-based payments transactions described above generated an expense of R$101,368 on March 31, 2025 (R$105,199 on March 31, 2024), which was recorded under administrative expenses.

AMBEV S.A.
21. FINANCIAL INSTRUMENTS AND RISKS
--- ---

21.1 Categories of financial instruments

The financial instruments held by the Company and its subsidiaries 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 (including foreign exchange, and interest rate risk, among others).

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

Financial instrument items 03/31/2025 12/31/2024
Assets
Amortized cost
Cash and cash equivalents (note 5.1) 19,118,354 28,595,666
Trade receivables excluding prepaid expenses 7,821,635 8,140,218
Investment securities (note 5.2) 249,801 255,959
Subtotal 27,189,790 36,991,843
Fair value through profit or loss
Investment securities (note 5.2) 1,120,402 1,170,496
Derivatives hedges (note 21.2) 263,688 1,218,587
Subtotal 1,384,090 2,389,083
Total assets 28,573,880 39,380,926
Liabilities
Amortized cost
Trade payables (note 11) 22,920,051 25,551,228
Interest-bearing loans and borrowing (note 12) 3,218,170 3,452,728
Other liabilities 2,724,195 3,044,314
Subtotal 28,862,416 32,048,270
Fair value through profit or loss
Put options granted on subsidiaries^(i)^ 1,101,458 1,184,177
Derivatives hedges (note 21.2) 387,513 211,441
Other liabilities 260,221 300,519
Subtotal 1,749,192 1,696,137
Total liabilities 30,611,608 33,744,407

(i) Put options granted on subsidiaries: the Company constituted a liability related to the acquisition of a non-controlling interest in the operations in the Dominican Republic. This financial instrument was denominated in US Dollars for Tranche A, which was exercised in January 2024, and remains denominated Dominican Pesos for Tranche B. The instrument is recorded by an entity whose functional currency is the Brazilian 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 either the US Dollar or the Dominican Peso, in such a manner that the hedge result can be recorded in other comprehensive income of the group, in line with the results from the hedged items.

At March 31, 2025 and December 31, 2024, the Company did not have any financial assets classified as at fair value through other comprehensive income.

AMBEV S.A.

21.2 Derivative financial instruments

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


03/31/2025
Fair Value Gains/(losses)
Hedge position Risk Notional Assets Liabilities Financial results Operational result Equity
Forward element Spot element Hedge accounting effect
Cost 17,569,372 257,344 (386,239) (254,294) 583,092 (596,451)
Commodities 4,835,095 87,660 (184,559) (40,889) 29,652 29,848
US Dollars 12,734,277 169,684 (201,680) (213,405) 553,440 (626,299)
Imports of fixed assets 126,773 4,892 (864) (595) 2,105 (2,663)
US Dollars 126,773 4,892 (864) (595) 2,105 (2,663)
Expenses 53,886 1,452 (410) (246) 774 (1,417)
US Dollars 53,886 1,452 (410) (246) 774 (1,417)
Balance at end of the period 17,750,031 263,688 (387,513) (255,135) 585,971 (600,531)

AMBEV S.A.

12/31/2024 03/31/2024
Fair Value Gain /(Losses)
Hedge position Risk Notional Assets Liabilities Financial results Operational result Equity
Forward element Spot element Hedge accounting effect
Cost 16,309,171 1,202,356 (211,364) (200,177) (109,041) (824,639)
Commodities 5,026,998 127,867 (204,113) (74,093) (73,668) (155,895)
US Dollars 11,282,173 1,074,489 (6,891) (127,215) (35,902) (668,985)
Euros - - - (94) 120 78
Mexican Pesos - - (360) 1,225 409 163
Imports of fixed assets 207,906 10,121 (71) 516 1,645 5,158
US Dollars 207,906 10,121 (71) 516 1,645 5,158
Expenses 57,532 3,451 (6) (1,826) 404 1,017
US Dollars 57,532 3,451 (6) (1,826) 404 1,017
Financial assets - 2,659 - - - -
US Dollars - 2,659 - - - -
Balance at end of the period 16,574,609 1,218,587 (211,441) (201,487) (106,992) (818,464)

As disclosed in its accounting policy, the forward 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


At March 31, 2025 the Notional and Fair Value amounts per instrument and maturity were as follow:

Notional Value
Hedge position Risk 2025 2026 Total
Cost 15,558,538 2,010,834 17,569,372
Commodities 4,038,587 796,508 4,835,095
US Dollars 11,519,951 1,214,326 12,734,277
Imports of fixed assets 119,501 7,272 126,773
US Dollars 119,501 7,272 126,773
Expenses 37,980 15,906 53,886
US Dollars 37,980 15,906 53,886
15,716,019 2,034,012 17,750,031
Fair Value
--- --- --- --- ---
Hedge position Risk 2025 2026 Total
Costs (116,693) (12,202) (128,895)
Commodities (82,498) (14,401) (96,899)
US Dollars (34,195) 2,199 (31,996)
Imports of fixed assets 4,136 (108) 4,028
US Dollars 4,136 (108) 4,028
Expenses 1,009 33 1,042
US Dollars 1,009 33 1,042
(111,548) (12,277) (123,825)

21.2.2 Margins pledged as guarantees


In order to comply with the guarantee’s requirements regarding derivative exchanges and/or counterparties to certain operations with derivative financial instruments, at March 31, 2025 the Group held R$292,208 financial investments with high liquidity or in cash, classified as cash and cash equivalents and investment securities (R$165,736 at December 31, 2024).

AMBEV S.A.

21.3 Classification of financial instruments


03/31/2025 12/31/2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets
Investment securities 1,120,407 - - 1,120,407 1,170,496 - - 1,170,496
Derivatives assets at fair value through profit and loss - - - - 2,659 - - 2,659
Derivatives – operational hedges 49,406 214,282 - 263,688 21,274 1,194,654 - 1,215,928
1,169,813 214,282 - 1,384,095 1,194,429 1,194,654 - 2,389,083
Financial liabilities
Put options granted on subsidiaries - - 1,101,458 1,101,458 - - 1,184,177 1,184,177
Other liabilities - - 260,221 260,221 - - 300,519 300,519
Derivatives – operational hedges 40,907 346,606 - 387,513 52,232 159,209 - 211,441
40,907 346,606 1,361,679 1,749,192 52,232 159,209 1,484,696 1,696,137

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


21.3.1 Financial instruments level 3


PUT CND


In line with the Shareholders' Agreement of Tenedora CND S.A. ("Tenedora”) – holding company headquartered in the Dominican Republic which owns almost the entire share capital of Cervecería Nacional Dominicana, S.A. – executed between the Company and E. León Jimenes, S.A. (“ELJ”) until December 2023, ELJ was the owner of 15% of the shares of Tenedora, and its put options were divided into two tranches: (i) Tranche A, corresponding to approximately 12.11% of the shares, that which were exercised on January 31, 2024; and (ii) Tranche B, corresponding to approximately 2.89% of the shares, exercisable by ELJ starting from 2026 (or prior to that date in the event of a change of control of Tenedora or the sale of all or substantially all of its assets). The Company, on the other hand, has a call option over the Tranche B shares exercisable starting from 2029.

At March 31, 2025, the Tranche B shares held by ELJ, were valued at R$1,101,458 (R$1,184,177 at December 31, 2024). The fair value of Tranche B was calculated based on the EBITDA multiple defined in the contract, less 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 at the calculation date). The criteria used are based on market information from reliable sources and categorized within “Level 3”.

Contingent consideration on acquisitions of G&W and Banded Peak

On January 2020, the Company’s subsidiary in Canada, Labatt Brewing Company Limited, acquired G&W Distilling Inc., a company with a portfolio of ready-to-drink alcoholic beverages. In the same month, Labatt also purchased the shares of Banded Peak Brewing Ltd., a Canadian craft brewery.

A portion of the purchase prices of both transactions included contingent considerations based on the future performances of G&W and Banded Peak after the acquisition**.** During the first quarter of 2025, Labatt settled the total outstanding amount of the contingent consideration owed to Banded Peak; in addition, the balance reduction was also due to the change in the fair value of the contingent consideration owed to G&W. Thus, in March 31, 2025, the fair value of the G&W contingent consideration was R$260,221 (R$300,519 in December 31, 2024, considering the Banded Peak contingent consideration as well). Management expects that the G&W contingent consideration will be settled during the fiscal year 2025 as well.

AMBEV S.A.

21.3.2 Reconciliation of changes in the liabilities categorized at Level 3

Financial liabilities at December 31, 2024 1,484,696
Acquisitions of investments – exercise of options (25,628)
Total gains and losses during the period (97,389)
Losses/(gains) recognized in net income 32,213
Losses/(gains) recognized in equity (129,602)
Financial liabilities at March 31, 2025 1,361,679

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 risks in line with its Financial Risk Management Policy.

21.4.1 Market risk

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

The table below demonstrates the exposure of the Company and its subsidiaries to debts and respective weighted interest rates. As March 31, 2025, the Company and its subsidiaries did not hold hedge positions to the exposure described below:

03/31/2025 12/31/2024
Risk Risk
Interest rate Amount in Brazilian Real Interest rate Amount in Brazilian Real
Brazilian Reais 10.4% 2,130,354 10.2% 2,245,099
Other 12.2% 442,552 13.0% 510,194
US Dollars 1.5% 15,366 8.0% 3,786
Canadian Dollars 6.2% 389,953 5.8% 439,367
Pre-fixed interest rate 2,978,225 3,198,446
Brazilian Reais 7.6% 239,945 7.8% 254,282
Post - fixed interest rate 239,945 254,282
AMBEV S.A.
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Sensitivity analysis

The Company mitigates the bulk of the risks arising from non-derivative financial assets and liabilities using derivative financial instruments. In this context, the Company has identified the main risk factors that could lead to losses on these derivative financial instruments and has developed a sensitivity analysis based on three scenarios which could impact the Company’s future results and/or cash flow.

The sensitivity analysis of exchange differences and commodity price variations is as follows:

03/31/2025
Transaction Risk Fair Value Probable scenario Adverse scenario Remote scenario
Commodities hedges Increases in commodities price (96,899) (57,395) 1,111,875 2,320,649
Input purchases 96,899 56,753 (1,147,150) (2,391,199)
Foreign exchange hedges Foreign currency increases (31,996) 95,867 3,151,573 6,335,143
Input purchases 31,996 (97,898) (3,674,087) (7,380,170)
Cost effects - (2,673) (557,789) (1,115,577)
Foreign exchange hedges Foreign currency increases 4,028 4,471 35,721 67,415
Capex purchases (4,028) (4,471) (43,324) (82,620)
Fixed asset effects - - (7,603) (15,205)
Foreign exchange hedges Foreign currency increases 1,042 1,265 14,513 27,985
Expenses (1,042) (1,371) (41,098) (81,154)
Results of expense effects - (106) (26,585) (53,169)
- (2,779) (591,977) (1,183,951)

21.4.1.3Commodity risk: A significant portion of the Company’s inputs are made up of commodities, which have historically seen substantial price fluctuations. The Company's Policy establishes that entering into hedges is an appropriate way to protect the Company against unforeseen fluctuations in prices and foreign currency**.** The Company therefore uses both fixed price 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 at March 31, 2025. At March 31, 2025, there was no concentration of credit risk on any counterparty in excess of the limits established by the Company’s Credit 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 mitigated by the large number of customers and by the control procedures used to monitor risk. Historically, the Company has not incurred significant losses on receivables from customers.

AMBEV S.A.

Investments

In order to minimize the credit risk on 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 borrowing, and equity securities. Ambev’s material cash requirements have included the following: payments of dividends and interest on capital; capital expenditure; investments in companies; increases in the ownership of Ambev’s subsidiaries or in companies in which it holds equity investments; share buyback programs; and debt servicing.

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

03/31/2025
Carrying amount Contractual cash flow Less than 1 year 1-2 years 2-3 years 3-5 years More than 5 years
Trade and other payables ^(i)^ 34,757,320 36,338,775 33,232,176 112,897 23,641 1,119,679 1,850,382
Secured bank loans 99,804 128,772 28,046 25,182 25,181 50,363 -
Other secured loans 357,875 475,875 167,801 137,153 111,379 5,727 53,815
Lease liabilities 2,760,491 3,238,027 1,121,022 974,854 556,448 361,474 224,229
37,975,490 40,181,449 34,549,045 1,250,086 716,649 1,537,243 2,128,426
12/31/2024
--- --- --- --- --- --- --- ---
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)^ 41,771,683 43,322,074 40,229,728 101,188 (30,267) 1,200,759 1,820,666
Secured bank loans 115,421 154,869 28,961 25,181 25,182 50,364 25,181
Other secured loans 372,239 502,104 160,474 147,555 125,823 14,404 53,848
Lease liabilities 2,965,068 3,470,163 1,319,846 1,003,668 569,066 347,996 229,587
45,224,411 47,449,210 41,739,009 1,277,592 689,804 1,613,523 2,129,282

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

21.4.4 Capital management

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

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

03/31/2025 12/31/2024
Debt details
Interest-bearing loans and borrowing current and non-current 3,218,170 3,452,728
(-) Current investment securities (1,191,907) (1,242,001)
(-) Cash and cash equivalents (19,118,354) (28,595,666)
Net debt/(cash) (17,092,091) (26,384,939)
AMBEV S.A.
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21.4.5 Foreign currency risk


The Company is exposed to foreign currency risk on its borrowing, investments, purchases, dividends and/or interest expenses/income where these are denominated in a currency other than the functional currency of 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.


21.5 Offsetting financial assets and liabilities


For financial assets and liabilities that are 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 the case of default by the counterparty.

21.6 Risk management in relation to climate change andthe sustainability strategy


Considering the nature of the Company’s operations, they are inherently exposed to certain risks related to climate change, and relevant sustainability aspects. As the events mentioned in this section are highly uncertain, the Company cannot determine their financial impact at this moment. Any impacts mentioned could result in material adverse effects on our business, liquidity, financial condition and operational results. The Company continues to manage its liquidity and capital resources in a disciplined manner to cover the costs of the potential materialization of such risks, in addition to continuously reviewing its Sustainability and Climate risk matrix and its mitigations, adaptations, and resilience controls. For the period ended December 31, 2024, the Management considered the following to be the Company’s main risks.

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

03/31/2025 12/31/2024
Collateral given for the Company’s own liabilities 587,691 566,504
Other commitments 1,065,534 1,275,788
1,653,225 1,842,292
Commitments to suppliers - Property, plant and equipment and Intangibles 640,002 691,745
Commitments to suppliers - Inventory 38,038,500 46,942,988
38,678,502 47,634,733

At March 31, 2025 the Company had R$586,837 (R$540,126 at December 31, 2024) of cash guarantees.

Most of the commitments balance relates to obligations to packaging suppliers. These commitments are primarily aimed at ensuring a secure long-term supply of the Company’s strategic inputs, as well as offering greater assurance to suppliers making long-term investments. The future contractual commitments are presented below:

AMBEV S.A.
03/31/2025 12/31/2024
--- --- ---
Less than 1 year 16,580,839 21,354,771
Between 1 and 2 years 9,604,174 12,333,160
More than 2 years 12,493,489 13,946,802
38,678,502 47,634,733

The deposits in cash used as guarantees are presented within other assets. The amount of fixed assets pledged as collateral is not material.

23. RELATED PARTIES

The Company adopts corporate governance practices as 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 wholly owned subsidiaries), its directors and/or shareholders (including direct or indirect partners of the Company’s shareholders). The Company's Governance Committee is responsible for advising the Board of Directors on related parties transactions matters, among others.

Management is prohibited from interfering in any transaction in which a conflict of interest with the Company’s interests exists, even if only in theory. This prohibition also applies to the decisions taken by other members of Management on the matter. When such a conflict exists, members must inform Management of the conflict and ensure that their non-participation in the deliberation is recorded in the minutes of the Board of Directors or Executive Board meeting.


23.1 Transactions with key Management members


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

The total expenses related to the Company’s Management members are as follow:


03/31/2025 03/31/2024
Short-term benefits^(i)^ 13,526 11,142
Share-based payments ^(ii)^ 30,230 23,007
Social security ^(iii)^ 1,516 1,652
Total key Management remuneration 45,272 35,801

(i) These mainly correspond to management salaries and variable compensation (including performance bonuses).

(ii) Reflects expenses related to share options, deferred shares, restricted stocks and performance shares granted to Management.

(iii) Represents to the social security charges ("INSS”) levied on the Management’s remuneration.

Except for the abovementioned remuneration, the Company has no other types of transactions with Management members, nor does it have outstanding balances receivable from or payable to them in its balance sheet.


AMBEV S.A.

23.2 Transactions with the Company's shareholders:


23.2.1 Medical, dental and other benefits


Fundação Zerrenner is one of Ambev’s shareholders, holding 10.2% of its share capital. Fundação Zerrenner is also an independent legal entity whose main goal is to provide Ambev’s employees, both active and retired, with healthcare and dental assistance, support for technical and higher education courses, and facilities for assisting elderly people, either directly or through financial assistance agreements with other entities. At March 31, 2025, and December 31, 2024, the actuarial obligations related to the benefits provided directly by Fundação Zerrenner were fully funded by plan assets held for this purpose, which significantly exceeded the respective liabilities at these dates.

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

At March 31, 2025, the expenses incurred and recorded by Fundação Zerrenner with third parties to provide these benefits amounted to R$96,161 (R$83,068 at March 31, 2024), of which R$86,485 and R$9,676 were related to active employees and retirees, respectively (R$74,960 and R$8,108 at March 31, 2024, respectively).

23.2.2 Licensing agreement with AB InBev

The Company has a licensing agreement with AB InBev and some of its subsidiaries, such as Group Modelo and Spaten-Franziskaner-Bräu GmbH to produce, bottle, import, promote, sell and distribute its main products in the territories in which the Group operates. Similarly, the Company also grants a license to AB InBev and some of its subsidiaries of the same rights related to their main products, such as Brahma**®,** in its territories**.**

At March 31, 2025, the Company recorded R$12,545 (R$6,935 at March 31, 2024) and R$324,489 (R$214,142 at March 31, 2024) and as royalties income and expenses, respectively in its Consolidated results.

23.3 Transactions with related parties


The Group’s consolidated results includes R$231,730 from sales of products, provision of services and other income in the three-month period ended March 31, 2025 (R$224,957 in March 31, 2024). Regarding product purchases and other expenses, the Group recorded, in the same three-month period ended March 31, 2025 the amount to R$(775,210) (R$(618,472) in March 31, 2024). Finally, the amount to R$(4,310) was also recorded by the Group as Net financial results in Transactions with related parties in the three-month period ended March 31, 2025 (R$301 in March 31, 2024). The Group's main transactions were recorded with the following companies Anheuser-Busch InBev N.V., Anheuser-Busch Packaging Group Inc., Anheuser-Busch Inbev USA LLC, Bavaria S.A., Cervecería Modelo de Mexico S. de R.L. de C.V., among other.

AMBEV S.A.
24. EVENTS AFTER THE REPORTING PERIOD
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24.1 Distribution of dividends

In a meeting held on May 07, 2025, the Board of Directors approved the distribution of dividends in the amount of R$ 0.1280 per share of the Company, based on the balances available in the extraordinary balance sheet dated as of March 31, 2025, of which the amount corresponding to the profit recorded in the period from January 1st to March 31, 2025 will be allocated to the minimum mandatory dividends for the 2025 fiscal year and the remainder will be allocated to the special profit reserve constituted in previous fiscal years, without income tax withholding, pursuant to applicable law. The aforementioned payment shall be made on July 07, 2025, considering the shareholding position of May 15, 2025 with respect to B3 S.A. - Brasil, Bolsa, Balcão, and May 19, 2025 with respect to the New York Stock Exchange - NYSE, without any monetary adjustment. Shares and ADRs shall be traded ex-dividends as from and including May 16, 2025.

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: May 12, 2025

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