🧾 What This Document Is

This is a Form 6-K from AMBEV, a Brazilian beer giant. It's a report filed with the U.S. SEC to share important news from its home country. This specific filing shares the minutes from a Board of Directors meeting held on March 30, 2026.

👉 Why it matters: For investors, this is a direct look at the company's major financial and strategic decisions. It’s not an earnings report, but it sets the stage for what shareholders will vote on soon.

🏢 What The Company Does

AMBEV is one of the largest beer brewers in the world. In simple terms, they make and sell beer, carbonated soft drinks, and other non-alcoholic beverages, primarily across the Americas. They are a subsidiary of the global brewing conglomerate Anheuser-Busch InBev.

👉 The big picture: They are a dominant player in Latin America, with brands like Brahma, Skol, and Antarctica in Brazil, and Presidente in the Dominican Republic.

💰 Financial Highlights: The 2025 Profit

The board approved a proposal for how to use the company's 2025 profits.

• Net Profit for 2025: R$15.5 billion (that's about $3 billion USD).
• Dividends/Interest to Shareholders: A massive R$10.9 billion was allocated for "interest on own capital." This is essentially a direct cash payout to shareholders.
• Retained for Investments: R$6.9 billion will be kept in the company for future projects (the "Investments Reserve").

👉 Why it matters: This shows AMBEV is highly profitable and is choosing to return a significant portion of its earnings to shareholders while also reinvesting heavily in the business.

📊 Governance & Executive Pay

The board set the maximum pay package for its leaders for 2026.

• Total Management Compensation: Up to R$162.2 million (≈ $30.5 million USD) for the entire executive team and board.
• Fiscal Council Compensation: Up to R$2.47 million for the auditors/overseers.
• Who Gets Paid: The breakdown shows 6 Board members, 9 executive officers, and 6 Fiscal Council members will be compensated.

👉 Why it matters: Shareholders must approve this. It's a key governance check, ensuring executive pay aligns with company performance and shareholder interests.

🚀 Key Moves: Capital & Bylaw Changes

Two major actions were approved:

1. Small Capital Increase: Due to a stock option plan, 2,026,133 new shares were issued, raising capital by about R$33.1 million. This is routine when employees exercise options.
2. Bylaw Amendments (Big Deal): The board will ask shareholders to approve changes to the company's rulebook (its Bylaws). This includes:
   • Updating the capital structure to reflect past increases.
   • Changing the executive officer structure (this signals a potential internal reorganization of top management).
   • Clarifying rules on how dividends are processed.

👉 Why it matters: The bylaw changes, especially about the executive structure, suggest the company is streamlining its leadership framework. The dividend clarification reduces future accounting ambiguity.

📅 What's Next: Shareholder Meetings

All these proposals go to shareholders for a vote.

• Date: April 30, 2026, at 2:00 p.m. (Brazil time).
• Format: 100% Digital through the "Ten Meetings" platform.
• Shareholder Deadline to Register: April 28, 2026, by 11:59 p.m.
• Agenda: Approve 2025 financials, vote on profit allocation, elect board/fiscal council members, approve 2026 pay, and ratify the bylaw changes.

👉 Why it matters: This is when shareholders exercise their power. The digital format is modern but requires proactive registration by investors who wish to vote.

⚖️ Big Picture

• 👍 Strengths: Shows robust profitability (R$15.5B net income). Willing to return cash to shareholders (R$10.9B interest). Proactively updating corporate governance.
• ⚠️ Risks & Notes: The filing is procedural. It confirms decisions but doesn't contain new, market-moving financial results. The hyperinflation accounting note (IAS 29) for part of the reserve is a technical reminder of operating in volatile economies.

🧠 The Analogy

This filing is like a corporate board's "meeting minutes and to-do list" being shared with the shareholders, who are the owners. It's the leadership saying, "Here's what we did, here's how much money we made, here's our pay proposal, and here are the housekeeping rules we'd like you to approve next month."

📇 Key Contacts & People

• Investor Relations Officer: Not named in the excerpt.
• Board Chairman: Michel Dimitrios Doukeris
• Secretary: Guilherme Malik Parente
• Board Members Present: Victorio Carlos De Marchi, Milton Seligman, Fernando Mommensohn Tennenbaum, Ricardo Manuel Frangatos Pires Moreira, Lia Machado de Matos, Fabio Colletti Barbosa, Marcos de Barros Lisboa, Luciana Pires Dias, Fernanda Gemael Hoefel.
• IR Website: ri.ambev.com.br

🧩 Final Takeaway

AMBEV is financially strong, rewarding shareholders with big payouts while investing for growth, and is cleaning up its corporate governance structure ahead of its annual shareholder meeting. The key action item for investors is the upcoming digital vote on April 30th.