Ambev S.A 6-K, filed Feb 12, 2026
Ambev S.A. (ABEV)
About this 6-K
Ambev S.A filed this 6-K on February 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 February, 2026
Commission File Number 1565025
AMBEV S.A.
(Exact name of registrant as specified in its charter)
AMBEV S.A.
(Translation of Registrant's name into English)
Rua Dr. Renato Paes de Barros, 1017 - 3rd
Floor
04530-000 São Paulo, SP
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
AMBEV S.A.
CNPJ [National Register of Legal Entities] No. 07.526.557/0001-00
NIRE [Corporate Registration Identification Number] 35.300.368.941
(“Company”)
Extract of the Minutes of the Meeting of the Board of Directors of Ambev S.A.
held on February 11, 2026, drawn up in summary form
| 1. | Date, Time and Venue. On February 11, 2026, at 10:00 a.m., by videoconference, as authorized by article 19, paragraph one, of the Company’s bylaws. |
| 2. | Call and Attendance. Call notice duly made pursuant to the Company’s bylaws. Meeting with attendance of Mr. Michel Dimitrios Doukeris, president, and Messrs. Victorio Carlos De Marchi, Milton Seligman, Fernando Mommensohn Tennenbaum, Ricardo Manuel Frangatos Pires Moreira, Lia Machado de Matos, Fabio Colletti Barbosa, Marcos de Barros Lisboa, Fernanda Gemael Hoefel and Luciana Pires Dias, representing the totality of members of the Company’s Board of Directors (“Board”). The effective members of the Company's Fiscal Council, Messrs. José Ronaldo Vilela Rezende, Elidie Palma Bifano and Fabio de Oliveira Moser also attended the discussion and resolution on the Company’s financial statements and the management report regarding the fiscal year of 2025, for the purposes of Article 163, §3rd, of Law 6,404/76. |
| 3. | Board. Chairman: Michel Dimitrios Doukeris; Secretary: Guilherme Malik Parente. |
| 4. | Presentation. The following presentation was made: |
| 4.1. | Financial Statements and Management Report Regarding the Fiscal Year of 2025. the Company’s accounts for the fiscal year of 2025 were presented, including the management representations; the main transactions of the fiscal year; the proposal for the allocation of the results for the fiscal year; and the preliminary opinion of the external auditor. The directors confirmed they received the Standardized Financial Statements of the Company, individual and consolidated, according to the Brazilian and international accounting principles (CPC and IFRS), which will be filed with the Brazilian Securities and Exchange Commission (“CVM”), in addition to the Management Report, and clarified they had no additional comments to such documents. |
| 5. | Resolutions: It was unanimously and unrestrictedly resolved by the Directors attending the meeting: |
| 5.1. | Approval of the Financial Statements. To approve, after examination and discussion, and pursuant to Article 142, V, of Law 6,404/76, the Management Report, the Management accounts, the Financial Statements for the fiscal year ended on December 31, 2025 and the relevant destination of the results, which will be published on February 12, 2026. |
| 5.2. | Payment of IOC. In accordance with the recommendation of the Company’s Operations and Finance Committee, to approve the payment of the first tranche of interest on own capital (IOC), the distribution of which had been approved at the meeting of the Board of Directors held on December 9, 2025. The payment shall be made on April 6, 2026, in the gross amount of R$ 0.075 per share, corresponding to the net amount of R$ 0.063 per share of the Company, after deduction of income tax in accordance with applicable legislation and with the record dates considered at the time of the distribution resolution remaining unchanged. |
| 6. | Closure: With no further matters to be discussed, the present Minutes were drawn up and duly executed. |
São Paulo, February 11, 2026.
|
/s/ Michel Dimitrios Doukeris |
/s/ Victorio Carlos De Marchi |
|
/s/ Milton Seligman
/s/ Fernando Mommensohn Tennenbaum
/s/ Lia Machado de Matos
/s/ Marcos de Barros Lisboa
/s/ Luciana Pires Dias |
/s/ Fernanda Gemael Hoefel
/s/ Ricardo Manuel Frangatos Pires Moreira
/s/ Fabio Colletti Barbosa
/s/Guilherme Malik Parente Secretary
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 11, 2026
| AMBEV S.A. | ||
| By: | /s/ Guilherme Fleury de Figueiredo Ferraz Parolari | |
|
Guilherme Fleury de Figueiredo Ferraz Parolari Chief Financial and Investor Relations Officer | ||