Ambev S.A. filed a Form 6-K with the U.S. Securities and Exchange Commission on October 29, 2026, disclosing a Board of Directors resolution dated October 28, 2026, approving a share buyback program of up to 190,000,000 common shares effective until April 28, 2028.

Key Highlights

  • Buyback size: The Board approved the repurchase of up to 190,000,000 common shares issued by the company.
  • Program duration: Purchases may be made within up to 18 months from the date of approval, until April 28, 2028.
  • Primary purpose: The primary objective is cancellation of the repurchased shares; remaining shares may be held in treasury or used under share-based compensation plans.
  • Outstanding shares: The company currently has 4,043,503,937 outstanding shares and 68,115,193 shares held in treasury, according to the filing.
  • Estimated cost: The total amount to be paid if all 190,000,000 shares are repurchased would be approximately R$ 2.9 billion, based on the closing share price on October 28, 2026, according to the filing.
  • Funding source: The acquisition will be recorded as a debit on the capital reserve account in the balance sheet dated as of September 30, 2026.
  • Intermediaries: Transactions will be carried out through Santander Institucional Corretora, Agora Corretora de Titulos e Valores Mobiliarios S.A., and Goldman Sachs do Brasil Corretora de Titulos e Valores Mobiliarios S.A.

Ambev Board Resolution: Share Repurchase Program Details and Rationale

At a Board of Directors meeting held on October 28, 2026, Ambev S.A. (NYSE:ABEV) unanimously approved a share buyback program pursuant to article 30, Paragraph 1st, "b", of Law 6,404/76 and CVM Resolution 77/22. According to the filing, the program was recommended by the company's Operations and Finance Committee at a meeting held on September 29, 2026. The board approved the repurchase of up to 190,000,000 common shares, with transactions to be conducted exclusively on the Brazilian stock exchange. No derivative instruments will be used, the filing states.

The filing discloses that the primary objective of the program is cancellation of the acquired shares, with any remaining shares eligible to be held in treasury, transferred in public or private transactions, or used to satisfy requirements under the company's share-based compensation plans. The program is described as aimed at "the acquisition of shares to maximize value creation for shareholders, through the efficient management of its capital structure." The company noted it has a defined controlling shareholder and does not anticipate any impact on its shareholding or management structure as a result of the transactions.

On the question of financial capacity, the filing states that the approximately R$ 2.9 billion total cost of repurchasing all 190,000,000 shares - based on the October 28, 2026 closing price - "represents approximately 15% of the Company's cash and cash equivalents, as determined in the most recent financial statements disclosed to the market." On that basis, the filing states, the board members are "comfortable that the repurchase of shares will not affect the Company's ability to meet its obligations to creditors or pay mandatory dividends."

What Was Disclosed

Ambev S.A. disclosed a Board-approved share buyback program for up to 190,000,000 common shares, running until April 28, 2028, with cancellation as the primary goal, funded from the capital reserve account as of September 30, 2026.