Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 February, 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, as per today’s earnings release, the Company expects Cash COGS per hectoliter for its beer business in Brazil to decrease between 0.5-3.0% for the full year of 2024 (excluding the sale of non-Ambev products on the marketplace and assuming current commodities and FX prices), due to commodities and FX tailwinds.

This material fact notice refers to a projection that shall not constitute a promise of performance, reflecting only the perception of the Company’s management, and is subject to risks and uncertainties. Projections consider several factors such as general economic, market and industry conditions that are beyond the Company’s management control. Any changes in assumptions or factors could cause actual results to differ from the projections made. In addition, the Company emphasizes that the information for the year 2024 contemplated in this notice is preliminary and has not yet been subject to review by the external auditors.

Additional information can be found in our annual financial information relating to the fiscal year ended December 31, 2023 and related earnings release, both available on the Securities and Exchange Commission’s website.

São Paulo, February 29th, 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: February 28, 2024