Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
31 October 2024 - 9:06PM
Edgar (US Regulatory)
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
MATERIAL FACT NOTICE
Ambev S.A. (“Company”)
informs that its Board of Directors, in a meeting held on October 30, 2024, approved, pursuant to article 30, Paragraph 1st,
“b”, of Law 6,404/76 and CVM Resolution 77/2022, a share buyback program for the repurchase of shares issued by the Company
up to the limit of 155,159,038 common shares (“Program”), with the primary purpose of cancelation, and the shares not canceled
may be held in treasury, transferred and/or used to cover any share delivery requirements contemplated in the Company's share-based compensation plans.
The Program will be in effect until April 30, 2026, as detailed in the Notice Regarding the Negotiation of Shares Issued by the Company,
prepared and disclosed today as provided on Exhibit G of CVM Resolution 80/2022. The Company clarifies that its previous share buyback
program for the repurchase of shares issued by the Company – approved in the Board of Directors’ meeting held on May 15 and
16, 2024, has ended, considering the achievement of the limit for the repurchase of common shares set forth therein.
The Company has 4,388,851,573
outstanding shares as defined in CVM Resolution 77/2022. The acquisition will be recorded as a debit on the capital reserve in the balance
sheet dated as of September 30, 2024. The transaction will be carried out through UBS Brasil Corretora de Câmbio, Títulos
e Valores Mobiliários S.A. (CNPJ No. 02.819.125/0001-73), Merrill Lynch S.A. Corretora de Títulos e Valores Mobiliários
(CNPJ No. 02.670.590/0001-95), Santander Corretora de Câmbio e Valores Mobiliários S.A. (CNPJ No. 51.014.223/0001-49),
and Itaú Corretora de Valores S/A (CNPJ No. 61.194.353/0001-64).
Additional information about
the Program is available to shareholders on the websites of the Brazilian Securities and Exchange Commission (https://www.gov.br/cvm/en?set_language=en),
B3 S.A. - Brasil, Bolsa, Balcão (https://www.b3.com.br/en_us/) and the Company (https://ri.ambev.com.br/en/).
São Paulo, October 30, 2024.
Ambev S.A.
Lucas Machado Lira
Chief Financial and Investor Relations
Officer
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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