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AMBEV SA

For the period ended Dec 31, 2024. Filed Mar 12, 2025.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2024 · Filed Mar 12, 2025

ABEV$2.790.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)
¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
For the fiscal year ended December 31, 2024
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
¨SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:001-36165

AMBEV S.A.

(Exact name of Registrant as specified in its charter)

Federative Republic of Brazil

(Jurisdiction of incorporation or organization)

Rua Dr. Renato Paes de Barros, 1017, 3rd floor

04530-001 São Paulo, SP, Brazil

(Address of principal executive offices)

Lucas Machado Lira, Chief Financial and Investor Relations Officer

Address: Rua Dr. Renato Paes de Barros, 1017, 3rd floor,04530-001, São Paulo, SP, Brazil

Telephone No.: +55 (11)2122-1200

e-mail: ri@ambev.com.br

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
American Depositary Shares,New York Stock Exchange
evidenced by American DepositaryABEV
Receipts, each representing
1 (one) common share*,
no par value
*Not for trading, but in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Title of each className of each exchange on which registered
Not applicableNot applicable

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

15,757,657,336

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer¨ **Non-accelerated filer¨ ** Emerging growth company¨

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.¨

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yesx No¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ¨International Financial Reporting Standards as issued by the International Accounting Standards Board xOther ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. N/A

Item 17¨ Item 18¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes¨ Nox

TABLE OF CONTENTS

Page
INTRODUCTION1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION1
MARKET DATA1
CURRENCY TRANSLATION2
TRADEMARKS2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION2
PART I5
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS5
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE6
ITEM 3. KEY INFORMATION7
ITEM 4. INFORMATION ON THE COMPANY40
ITEM 4A. UNRESOLVED STAFF COMMENTS65
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS66
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES88
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS103
ITEM 8. FINANCIAL INFORMATION108
ITEM 9. THE OFFER AND LISTING121
ITEM 10. ADDITIONAL INFORMATION124
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK148
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES152
PART II154
ITEM 13. DEFAULT, DIVIDENDS ARREARAGES AND DELINQUENCIES154
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS155
ITEM 15. CONTROLS AND PROCEDURES156
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT158
ITEM 16B. CODE OF BUSINESS CONDUCT159
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES160
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES161
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS162
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT163
ITEM 16G. CORPORATE GOVERNANCE164
ITEM 16H. MINE SAFETY DISCLOSURE165
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS166
ITEM 16J. INSIDER TRADING POLICIES167
ITEM 16K. CYBERSECURITY168
PART III170
ITEM 17. FINANCIAL STATEMENTS170
ITEM 18. FINANCIAL STATEMENTS171
ITEM 19. EXHIBITS172
ContentsView on SEC.gov

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