Ambev S A : MATERIAL FACT NOTICE - Form 6-K

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____

AMBEV S.A.

CNPJ [National Register of Legal Entities] No. 07.526.557/0001-00
NIRE [Corporate Registration Identification Number] 35.300.368.941

MATERIAL FACT NOTICE

Ambev S.A. ("Company") informs that its Board of Directors, in a meeting held on May 15 and 16, 2024, approved, pursuant to article 30, Paragraph 1^st, "b", of Law 6,404/76 and CVM Resolution 77/2022, a share buyback program for the repurchase of shares issued by the Company up to the limit of 24,000,000 common shares ("Program"), with the primary purpose of covering any share delivery requirements contemplated in the Company's share-based compensation plans or to be held in treasury, canceled and/or subsequently transferred. The Program will be in effect until November 16, 2025, as detailed in the Notice Regarding the Negotiation of Shares Issued by the Company, prepared and disclosed today as provided on Exhibit G of CVM Resolution 80/2022. The Company clarifies that its previous share buyback program for the repurchase of shares issued by the Company - approved in the Board of Directors' meeting held on May 17 and 18, 2023, has ended, considering the achievement of the limit for the repurchase of common shares set forth therein.

The Company has 4,410,858,485 outstanding shares as defined in CVM Resolution 77/2022. The acquisition will occur as per a deduction of the capital reserve account recorded in the balance sheet dated as of March 31, 2024. The transaction will be carried out through UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A. (CNPJ No. 02.819.125/0001-73) and Merrill Lynch S.A. Corretora de Títulos e Valores Mobiliários (CNPJ No. 02.670.590/0001-95).

Additional information about the Program is available to shareholders on the websites of the Brazilian Securities and Exchange Commission (https://www.gov.br/cvm/en?set_language=en), B3 S.A. - Brasil, Bolsa, Balcão (https://www.b3.com.br/en_us/) and the Company (https://ri.ambev.com.br/en/).

São Paulo, May 16, 2024.

Ambev S.A.

Lucas Machado Lira

Chief Financial and Investor Relations Officer

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 16, 2024

	AMBEV S.A.
	By:	/s/ Lucas Machado Lira
	Lucas Machado Lira Chief Financial and Investor Relations Officer