SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of May, 2024

Commission File Number 1565025

AMBEV S.A.

(Exact name of registrant as specified in its charter)

AMBEV S.A.

(Translation of Registrant's name into English)

Rua Dr. Renato Paes de Barros, 1017 - 3rd Floor
04530-000 São Paulo, SP
Federative Republic of Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F _______

 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

Yes _______ No ___X____

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AMBEV REPORTS 2024 FIRST QUARTER RESULTS^[1]

“Our continued commercial momentum delivered a strong start to the year with double-digit Normalized EBITDA growth (with margin expansion).” – Jean Jereissati, CEO

[1] The following operating and financial information, unless otherwise indicated, is presented in nominal Reais and prepared according to the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and to the accounting practices issued by the Brazilian Accounting Standards Committee ("CPC”) and approved by the Brazilian Securities and Exchange Commission (“CVM”). The information herein should be read together with our financial information for the three-month period ended March 31, 2024, filed with the CVM and submitted to the U.S. Securities and Exchange Commission (“SEC”).

[2] The impacts resulting from applying Hyperinflation Accounting for our Argentinean subsidiaries, in accordance with IAS 29, are detailed in the section Financial Reporting in Hyperinflationary Economies - Argentina (page 14). For FY24, the definition of organic revenue growth has been amended to cap the price growth in Argentina to a maximum of 2% per month (26.8% year-over-year). Corresponding adjustments were made to all income statement related items in the organic growth calculations through scope changes. Further details on the cap methodology are available at page 14.

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MANAGEMENT COMMENTS

Kicking off the year with bottom line growth and margin expansion, led by Brazil and CAC

We delivered double-digit Normalized EBITDA growth in 1Q24 (with Argentina organic results capped) thanks to a combination of top line growth, FX and commodity tailwinds and disciplined cost and expenses management. In addition, this was another quarter of operational leverage, with both organic gross and Normalized EBITDA margins expanding. This was the ninth consecutive quarter of double-digit bottom line growth and the sixth consecutive quarter of gross and Normalized EBITDA margins expansion.

Commercial momentum in Brazil led the way once again. The consistent execution of our consumer-centric strategy resulted in record volumes for a first quarter in both Beer and NAB. In Beer, we outperformed a structurally healthier industry (which grew low-single digit), while our average prices to consumer were slightly above inflation. Premium/super premium brands and core plus brands grew volumes double-digits, whereas core brands grew slightly above the industry. In NAB, our no-sugar (diet-light-zero) brands grew by over 20% for the ninth consecutive quarter, led by Guaraná Antarctica Zero and Pepsi Black.

As for international operations, CAC’s performance continued to be driven by the Dominican Republic commercial strategy, while declining industries in Argentina and Canada posed greater challenges.

Finally, Normalized Profit declined slightly due to currency devaluation in Argentina and increased income tax expenses in Brazil more than offsetting Normalized EBITDA growth and better net finance results. And in terms of cash flow performance, cash flow from operating activities increased almost R$ 1.3 billion versus 1Q23.

Ambev as a platform

We continued to execute on and invest in each of the six pillars of our platform framework:

Sustainability

We held the fifth edition of 100+ Labs (former Aceleradora 100+), our acceleration program that aims at promoting sustainable entrepreneurship and identifying solutions that address our main sustainability challenges. This edition awarded APOENA as the winner startup for using babassu coconut to create a fuel additive, reducing carbon emissions and supporting local communities.

We will publish our 2023 Annual Sustainability Report covering our achievements and results for the main topics that are material to our business, our way of doing business, how our people are leading transformation and our agenda with society will be published soon on our website.

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KEY MARKETS PERFORMANCES

Brazil Beer: mid-single digit top line and double-digit bottom-line growth translating into another quarter of margins expansion

^[3] In 1Q24, net revenue per hectoliter and Cash COGS per hectoliter, excluding the sale of non-Ambev products on the marketplace, were R$ 410.1 (0.9% organic growth) and R$ (179.4) (3.5% organic decline), respectively. The scope change in Brazil Beer refers to tax credits and related effects.

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Brazil NAB: double-digit top line and bottom-line growth, with margins expansion

^[4] The scope change in Brazil NAB refers to tax credits and related effects.

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BRAZIL

^[5] In 1Q24, net revenue per hectoliter and Cash COGS per hectoliter, excluding the sale of non-Ambev products on the marketplace, were R$ 361.9 (1.7% organic growth) and R$ (164.6) (1.5% organic decline), respectively. The scope change in Brazil refers to tax credits and related effects.

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Central America and the Caribbean (CAC): double-digit bottom line growth with margin expansion, led by the Dominican Republic

^[6] In 1Q24, net revenue per hectoliter and Cash COGS per hectoliter, excluding the sale of non-Ambev products on the marketplace, were R$ 756.9 (0.9% organic growth) and R$ (296.5) (8.0% organic decline), respectively.

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Latin America South (LAS): consistent NR/hl performance driving bottom line growth amid a tough macroeconomic scenario in Argentina once again

^[7] In 1Q24, net revenue per hectoliter and Cash COGS per hectoliter, excluding the sale of non-Ambev products on the marketplace, were R$ 497.6 (18.5% organic growth) and R$ (219.8) (14.1% organic growth), respectively. The scope change in LAS refers to the organic growth cap methodology in Argentina results, as detailed on page 14. Reported numbers are presented applying Hyperinflation Accounting for our Argentinean operations, as detailed on page 14.

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Canada: top and bottom-line performances impacted by volumes decline in the context of a challenging industry

^[8] In 1Q24, net revenue per hectoliter and Cash COGS per hectoliter, excluding the sale of non-Ambev products on the marketplace, were R$ 1,054.2 (2.0% organic growth) and R$ (441.8) (6.1% organic growth), respectively.

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AMBEV CONSOLIDATED

^[9] In 1Q24, net revenue per hectoliter and Cash COGS per hectoliter, excluding the sale of non-Ambev products on the marketplace, were R$ 440.5 (4.1% organic growth) and R$ (194.5) (0.8% organic growth), respectively. The scope changes refer to (i) tax credits and related effects in Brazil; and (ii) the organic growth cap methodology in Argentina results, as detailed on page 14.

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OTHER OPERATING INCOME/EXPENSES

EXCEPTIONAL ITEMS

Exceptional items corresponded to restructuring expenses primarily linked to centralization and restructuring projects in Brazil, LAS, CAC and Canada.

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NET FINANCE RESULTS

Net finance results in 1Q24 totaled R$ (405.9) million, an improvement of R$ 591.9 million compared to 1Q23, broken down as follows:

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DEBT BREAKDOWN

PROVISION FOR INCOME TAX & SOCIAL CONTRIBUTION

The table below demonstrates the income tax and social contribution provision.

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SHAREHOLDING STRUCTURE

The table below summarizes Ambev S.A.’s shareholding structure as of March 31, 2024.

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FINANCIAL REPORTING IN HYPERINFLATIONARY ECONOMIES - ARGENTINA

Following the categorization of Argentina as a country with a three-year cumulative inflation rate greater than 100%, the country is considered highly inflationary in accordance with IFRS.

Consequently, starting from 3Q18, we have been reporting the operations of our Argentinean affiliates applying Hyperinflation Accounting. The IFRS and CPC rules (IAS 29/CPC 42) require the results of our operations in hyperinflationary economies to be reported restating the year-to-date results adjusting for the change in the general purchasing power of the local currency, using official indices, before converting the local amounts at the closing rate of the period (i.e., March 31, 2024 closing rate for 1Q24 results).

The 1Q24 Hyperinflation Accounting adjustment results from the combined effect of (i) the indexation to reflect changes in purchasing power on the 1Q24 results against a dedicated line in the finance results; and (ii) the difference between the translation of the 1Q24 results at the closing exchange rate of March 31, 2024, and the translation using the average year to date rate on the reported period, as applicable to non-inflationary economies.

The impacts in 1Q23 and 1Q24 on Net Revenue and Normalized EBITDA were as follows:

Furthermore, IAS 29 requires adjusting non-monetary assets and liabilities on the balance sheet of our operations in hyperinflationary economies for cumulative inflation. The resulting effect from the adjustment until December 31, 2017 was reported in Equity and, the effect from the adjustment from this date on, in a dedicated account in the finance results, reporting deferred taxes on such adjustments, when applicable.

In 1Q24, the transition to Hyperinflation Accounting in accordance with the IFRS rules resulted in (i) a positive R$ 40.7 million adjustment reported in the finance results, (ii) a negative impact on the Profit of R$ 414.7 million, (iii) a negative impact on the Normalized Profit of R$ 414.7 million, and (iv) a negative impact of R$ 0.02 on EPS, as well as on Normalized EPS.

For FY24, the definition of organic revenue growth has been amended to cap the price growth in Argentina to a maximum of 2% per month (26.8% year-over-year, and three-year cumulative of 100%). For COGS and distribution expenses, the same price rate cap was applied, calculated on a “per hectoliter” basis when applicable.  For other income statement lines disclosed, organic growth was calculated pro rata to the capped net revenue growth. Such calculation method applied to amounts in local currency that were then converted from ARS (capped) to BRL using the applicable closing rate, and corresponding adjustments were made through scope changes.

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RECONCILIATION BETWEEN NORMALIZED EBITDA & PROFIT

Both Normalized EBITDA and Normalized Operating Profit are measures used by Ambev’s management to measure the Company’s performance.

Normalized EBITDA is calculated excluding from Profit the following effects: (i) Non-controlling interest; (ii) Income Tax expense; (iii) Share of results of associates; (iv) Net finance results; (v) Exceptional items; and (vi) Depreciation & Amortization.

EBITDA is calculated excluding from Normalized EBITDA the following effects: (i) Exceptional items and (ii) Share of results of associates.

Normalized EBITDA and Normalized Operating Profit are not accounting measures under accounting practices in Brazil, IFRS or the United States of America (US GAAP) and should not be considered as an alternative to Profit as a measure of operational performance or an alternative to Cash Flow as a measure of liquidity. Normalized EBITDA and Normalized Operating Profit do not have a standard calculation method and Ambev’s definition of Normalized EBITDA and Normalized Operating Profit may not be comparable to that of other companies.

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1Q 2024 EARNINGS CONFERENCE CALL

The conference call will be transmitted live via webcast available at:

English: Webcast - English

Portuguese: Webcast - Portuguese

Sell side analysts covering the company as indicated in our website can participate and apply for Q&A by clicking here.

For additional information, please contact the Investor Relations team:

ri.ambev.com.br

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NOTES

This press release segregates the impact of organic changes from those arising from changes in scope or currency translation. Scope changes represent the impact of acquisitions and divestitures, the start up or termination of activities or the transfer of activities between segments, curtailment gains and losses and year-over-year changes in accounting estimates and other assumptions that management does not consider as part of the underlying performance of the business. Organic growth and normalized numbers are presented applying constant year-over-year exchange rates to exclude the impact of the movement of foreign exchange rates.

Unless stated, percentage changes in this press release are both organic and normalized in nature. Whenever used in this document, the term “normalized” refers to performance measures EBITDA and Operating Profit before exceptional items and share of results of joint ventures and to performance measures Profit and EPS before exceptional items adjustments. Exceptional items are either income or expenses which do not occur regularly as part of the normal activities of the Company. They are presented separately because they are important for the understanding of the underlying sustainable performance of the Company due to their size or nature. Normalized measures are additional measures used by management and should not replace the measures determined in accordance with IFRS as indicators of the Company’s performance. Comparisons, unless otherwise stated, refer to the first quarter of 2023 (1Q23). Values in this release may not add up due to rounding.

Statements contained in this press release may contain information that is forward-looking and reflects management’s current view and estimates of future economic circumstances, industry conditions, Company performance, and finance results. Any statements, expectations, capabilities, plans and assumptions contained in this press release that do not describe historical facts, such as statements regarding the declaration or payment of dividends, the direction of future operations, the implementation of principal operating and financing strategies and capital expenditure plans, the factors or trends affecting financial condition, liquidity or results of operations, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. There is no guarantee that these results will occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 8, 2024