Business Context and Reporting Period
This Form 6-K filing by Ambev S.A. serves as a Management Proposal for the Ordinary and Extraordinary Shareholders' Meetings scheduled for April 30, 2026. The document addresses matters related to the fiscal year ended December 31, 2025, and proposes governance changes and compensation limits for the fiscal year 2026.
Key Financial Metrics
- Net Profit (FY 2025): R$ 15,503,399,889.90.
- Dividends and Interest on Own Capital: R$ 10,903,280,319.95 proposed for distribution based on FY 2025 net profit.
- Investments Reserve Allocation: R$ 6,854,843,618.36 proposed for FY 2025, including R$ 2,377,265,000.00 related to hyperinflation adjustments (IAS 29/CPC 42).
- Tax Incentives Reserve: R$ 228,202,821.12 proposed for FY 2025.
- Management Compensation (FY 2025 Actual): R$ 185,455,942.53 paid, which was below the approved limit of R$ 249,548,559.00.
- Fiscal Council Compensation (FY 2025 Actual): R$ 2,315,512.42 paid, below the approved limit of R$ 2,455,546.00.
Material Changes and Proposals
- Profit Allocation: The proposal includes a re-ratification of FY 2024 reserves, adjusting the Investment Reserve from R$ 10,339,054,767.31 to R$ 10,194,417,186.13 and the Tax Incentive Reserve from R$ 108,125,431.35 to R$ 252,763,012.53.
- Management Compensation Cap (FY 2026): Proposed global compensation limit is R$ 162,176,731.00, a decrease from the FY 2025 proposed limit of R$ 189,643,882.00. The reduction is attributed to the simplification of the Executive Officers framework and the appreciation of the Brazilian real.
- Bylaws Amendment: Proposals include simplifying the Executive Officers framework by reducing positions, adjusting responsibilities, and adding a Corporate Affairs Vice President Officer role.
- Dividend Policy Clarification: A proposed amendment to the Bylaws clarifies that interim dividends and interest on capital are only considered advance payments of the mandatory minimum dividend unless the Board of Directors resolves otherwise.
Guidance, Outlook, and Governance
- Board Composition: The Board of Directors will consist of nine effective members and two alternates for a three-year term ending in 2029. The slate includes two independent members and three women (two of whom are independent).
- Fiscal Council: The Fiscal Council will comprise three effective members and three alternates for a one-year term ending in 2027.
- Compensation Principles: Management compensation is structured to align with long-term value creation, with a significant variable component linked to performance goals. The FY 2026 proposal includes expenses for share-based compensation plans.
- Gender Diversity: As of December 31, 2025, women comprised 40.4% of leadership roles and 27.27% of the Board of Directors. The ratio of female to male total compensation for the Executive Board of Officers was 96.6% in 2025.
Investor Verification Checklist
- Verify the final approval of the FY 2025 financial statements and the specific allocation of the R$ 15.5 billion net profit at the April 30, 2026 meeting.
- Confirm the impact of the proposed Bylaws amendment on the Executive Officers' structure and the new Corporate Affairs role.
- Monitor the actual disbursement of the proposed R$ 10.9 billion in dividends and interest on own capital.
- Review the detailed breakdown of the R$ 2.38 billion hyperinflation adjustment included in the Investments Reserve.
- Assess the effectiveness of the reduced FY 2026 management compensation cap in the context of the company's performance targets.