SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of October, 2024
Commission File Number 1565025
AMBEV S.A.
(Exact name of registrant as specified in its
charter)
AMBEV S.A.
(Translation of Registrant's name into English)
Rua Dr. Renato Paes de Barros, 1017 - 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 the Company held on October 30, 2024 drawn up in summary form
| 1. | Date, Time and Venue. On October 30, 2024, at 5:00 p.m., in
the Company’s headquarters, located at Rua Dr. Renato Paes de Barros, 1.017, 4th floor, São Paulo/SP, Brazil. |
| 2. | Call and Attendance. Call notice duly given pursuant to the
Company’s bylaws. Meeting with attendance of Mr. Michel Dimitrios Doukeris, Chairman, and Messrs. Victorio Carlos De Marchi, Carlos
Eduardo Klutzenschell Lisboa, Claudia Quintella Woods, Fabio Colletti Barbosa, Fernando Mommensohn Tennenbaum, Lia Machado de Matos, Luciana
Pires Dias, Marcos de Barros Lisboa, Milton Seligman and Nelson José Jamel. |
| 3. | Board. Chairman: Michel Dimitrios Doukeris; Secretary: Letícia
Rudge Barbosa Kina. |
| 4. | Resolutions: The Directors unanimously and unrestrictedly
resolved to: |
4.1.
Share buyback program. Approve, pursuant to article 30, Paragraph 1st, “b”,
of Law 6,404/76 and CVM Resolution 77/22, a share buyback program for the repurchase of shares issued by the Company up to the limit of
155,159,038 common shares, with the primary purpose of cancelation, considering that the shares not canceled may be held in treasury,
transferred and/or used to cover any share delivery requirements contemplated in the Company's share-based compensation plans, which
will be in effect until April 30, 2026, as detailed in the Notice Regarding the Negotiation of Shares Issued by the Company, in the form
of Exhibit G of CVM Resolution 80/22 attached to these minutes, which is hereby approved by the Board for public disclosure. The Company
has 4,388,851,573 outstanding shares as defined in CVM Resolution 77/22. The acquisition will be recorded as a debit on the capital reserve
in the balance sheet dated as of September 30, 2024. The transaction will be carried out through the following financial institutions:
UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A. (CNPJ No. 02.819.125/0001-73), Merrill
Lynch S.A. Corretora de Títulos e Valores Mobiliários (CNPJ No. 02.670.590/0001-95), Santander Corretora de Câmbio
e Valores Mobiliários S.A. (CNPJ No. 51.014.223/0001-49), and Itaú Corretora de Valores S/A (CNPJ No. 61.194.353/0001-64).
The Board authorizes
the Company's Executive Board of Officers to take any and all actions that may be required to implement the aforementioned resolutions
(including those required pursuant to the Manual on Disclosure and Use of Information and Securities Trading Policy for Securities Issued
by the Company, particularly with respect to the trading of shares by related parties during the period in which the repurchase program
is in effect), as well as determine the timing and number of shares issued by the Company to be acquired within the limits authorized
above.
| 5. | Close. With no further matters to be discussed, the present
Minutes were drawn up and duly executed. |
São Paulo, October 30, 2024
Minutes of the Meeting of the Board of Directors of Ambev
S.A. held on October 30, 2024
|
/s/ Michel Dimitrios Doukeris |
/s/ Victorio Carlos De Marchi
|
|
/s/ Carlos Eduardo Klutzenschell Lisboa
|
/s/ Claudia Quintella Woods |
|
/s/ Fabio Colletti Barbosa
/s/ Lia Machado de Matos
/s/ Marcos de Barros Lisboa
/s/ Nelson José Jamel |
/s/ Fernando Mommensohn Tennenbaum
/s/ Luciana Pires Dias
/s/ Milton Seligman
/s/ Letícia Rudge Barbosa Kina
Secretary |
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Minutes of the Meeting of the Board of Directors of Ambev
S.A. held on October 30, 2024
Exhibit I
Notice Regarding the Negotiation of Shares Issued by
the Company
AMBEV S.A.
CNPJ [National Register of Legal Entities] No. 07.526.557/0001-00
NIRE [Corporate Registration Identification Number] 35.300.368.941
NOTICE REGARDING THE NEGOTIATION OF SHARES ISSUED
BY AMBEV S.A.
Ambev S.A. (“Company"), pursuant
to the terms of CVM Resolution No. 80/22, disclose the following information set forth in its Exhibit G regarding the negotiation
of shares issued by the Company.
1. Justify in detail the objective and the expected
economic effects of the operation.
The operation aims the acquisition of shares to maximize
the generation of value for shareholders, through the efficient management of its capital structure, and the main objective will be the
cancelation of said shares. Any remaining shares shall be held in treasury, transferred in public or private transactions, and/or used
to meet the requirements under the Company's share-based compensation plans.
2. Inform the number of (i) outstanding shares and
(ii) shares held in treasury.
The Company currently has 4,388,851,573 outstanding shares
and 29,443,171 shares held in treasury.
3. Inform the number of shares that may be acquired
or sold.
The Company may acquire up to 155,159,038 common shares.
4. Describe the main characteristics of the derivative
instruments that the company may use, if any.
Not applicable, considering that the Company will not
use derivative instruments in this transaction.
5. Describe, if applicable, any voting agreements
or guidelines existing between the company and the counterparty of the operations.
Not applicable, considering that the Company will carry
out operations on the Brazilian stock exchange with no knowledge of the identity of counterparties.
6. In case the transactions are to be carried out
outside organized securities markets, inform: a. the maximum (minimum) price for which the shares will be acquired (sold); and b. if applicable,
the reasons that justify carrying out the transaction at prices more than 10% (ten percent) higher, in the case of acquisition, or more
than 10% (ten percent) lower, in the case of sale, than the average of the price, weighted
by the volume, in the 10 (ten) previous trading sessions.
Not applicable, considering that the operations will
be carried out on the Brazilian stock exchange.
Minutes of the Meeting of the Board of Directors of Ambev
S.A. held on October 30, 2024
7. Inform, if any, the impacts that the negotiation
will have on the composition of the shareholding control or the management structure of the company.
Not applicable, as the Company has a defined controlling
shareholder and therefore does not anticipate any impacts that the negotiation will have on the composition of our shareholder structure
or the management structure of the company.
8. Identify the counterparties, if known, and, in
the case of a related party to the company, as defined by the accounting rules that deal with this matter, also provide the information
required by art. 9 of CVM Resolution 81, of March 29, 2022.
Not applicable, considering that the Company will carry
out operations on the Brazilian stock exchange with no knowledge of the identity of counterparties.
9. Indicate the destination of the funds received,
if applicable.
Not applicable, considering that the Company will not
receive funds; the acquired shares will be canceled, and the remaining shares may be held in treasury, transferred and/or used to meet
the provisions of the Company's share-based compensation plans.
10. Indicate the maximum period for the settlement
of authorized transactions.
Purchases may be made within up to 18 months counted
as of the date of their approval, therefore, until April 30, 2026.
11. Identify institutions that will act as intermediaries,
if any.
UBS Brasil Corretora de Câmbio, Títulos
e Valores Mobiliários S.A. (CNPJ No. 02.819.125/0001-73), Merrill Lynch S.A. Corretora de Títulos e Valores Mobiliários
(CNPJ No. 02.670.590/0001-95), Santander Corretora de Câmbio e Valores Mobiliários S.A. (CNPJ No. 51.014.223/0001-49),
and Itaú Corretora de Valores S/A (CNPJ No. 61.194.353/0001-64).
12. Specify the available resources to be used, in
the form of art. 8, § 1, of CVM Resolution 77, of March 29, 2022.
The acquisition will occur as per a deduction of the
capital reserve account recorded in the balance sheet dated as of September 30, 2024.
Minutes of the Meeting of the Board of Directors of Ambev
S.A. held on October 30, 2024
13. Specify the reasons why the members of the board
of directors feel comfortable that the repurchase of shares will not affect the compliance of obligations with creditors or the payment
of fixed or minimum mandatory dividends.
The total amount to be paid by the Company if it repurchases
a total of 155,159,038 shares would be approximately R$ 2,000,000,000.00, based on the closing share price on October 29, 2024. This
amount represents approximately 10% of the Company's cash, as determined in the most recent financial statements disclosed to the market.
In view of the percentage mentioned above, the members
of the board of directors are comfortable that the repurchase of shares will not affect the compliance of obligations with creditors nor
the payment of mandatory dividends.
***
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 30, 2024
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AMBEV S.A. |
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By: |
/s/ Lucas Machado Lira |
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Lucas Machado Lira
Chief Financial and Investor Relations Officer |
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