Ambev SA ADR 2025年年度报告和过渡报告

FORM 20-F (Mark One) ¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIESEXCHANGE ACT OF 1934 OR xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the fiscal year endedDecember 31, 2024 OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 OR ¨SHELLCOMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE 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 floor04530-001 São Paulo, SP, Brazil(Address of principal executive offices)Lucas Machado Lira, Chief Financial and Investor Relations OfficerAddress: Rua Dr. Renato Paes de Barros, 1017, 3rd floor, 04530-001, São Paulo, SP, BrazilTelephone No.: +55 (11) 2122-1200e-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: American Depositary Shares,evidenced by American DepositaryReceipts, each representing1 (one) common share*,no par value New York Stock Exchange *Not for trading, but in connection with the registration of American Depositary Shares, pursuant to therequirements 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 whichregisteredNot applicableNot applicable Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of theclose 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 theSecurities Act. YesxNo¨ If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes¨Nox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period thatthe registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. YesxNo¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).YesxNo¨ 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 acceleratedfiler,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerxAccelerated 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 complyingwith any new or revised financial accounting standards† provided pursuant to Section 13(a) of the ExchangeAct.¨ † The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting 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’sassessment 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 itsaudit report.YesxNo¨ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issuedfinancial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).¨ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: U.S. GAAP¨InternationalFinancial Reporting Standards asissued by the International Accounting StandardsBoardxOther¨ If “Other” has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected