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Anheuser-Busch InBev SA/NV

Anheuser-Busch InBev SA/NVBUD财报

NYSE · brewing industry

Anheuser-Busch InBev SA/NV, known as AB InBev, is a Belgian multinational drink and brewing company based in Leuven, Belgium. It is the largest brewer in the world, and in 2023, was ranked 72nd in the Forbes Global 2000.

What changed in Anheuser-Busch InBev SA/NV's 20-F — 2024 vs 2025

Top changes in Anheuser-Busch InBev SA/NV's 2025 20-F

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Item 2. Properties

Properties — owned and leased real estate

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HISTORY AND DEVELOPMENT OF THE COMPANY 30 B. BUSINESS OVERVIEW 33 C. ORGANIZATIONAL STRUCTURE 66 D. PROPERTY, PLANTS AND EQUIPMENT 66
HISTORY AND DEVELOPMENT OF THE COMPANY 30 B. BUSINESS OVERVIEW 32 C. ORGANIZATIONAL STRUCTURE 65 D. PROPERTY, PLANTS AND EQUIPMENT 65

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Legal and Regulatory Risks • If any of our products is defective or found to contain contaminants, we may be subject to product recalls or other associated liabilities. • Negative publicity and public advocacy regarding perceived or potential health risks, as well as changes in related government regulation, may harm our business. • We are exposed to the risk of litigation, claims and disputes, which may cause us to pay significant damage awards and incur other costs. -2- Table of Contents • We could incur significant costs as a result of compliance with, and/or violations of or liabilities under, various regulations that govern our operations. • We may be subject to adverse changes in taxation and other tax-related risks. • We are exposed to antitrust and competition laws in certain jurisdictions and the risk of changes in such laws or in the interpretation and enforcement of existing antitrust and competition laws.
Legal and Regulatory Risks • If any of our products is defective or found to contain contaminants, we may be subject to product recalls or other associated liabilities. • Negative publicity and public advocacy regarding perceived or potential health risks, as well as changes in related government regulation, may harm our business. • We are exposed to the risk of litigation, claims and disputes, which may cause us to pay significant damage awards and incur other costs. • We could incur significant costs as a result of compliance with, and/or violations of or liabilities under, various regulations that govern our operations. • We may be subject to adverse changes in taxation and other tax-related risks. -2- Table of Contents • We are exposed to antitrust and competition laws in certain jurisdictions and the risk of changes in such laws or in the interpretation and enforcement of existing antitrust and competition laws.
Risks Related to Our Ordinary Shares and American Depositary Shares • The market price of our Ordinary Shares and ADSs may be volatile. • Our largest shareholder may use its significant interest to take actions not supported by our other shareholders. • We may determine not to pay dividends. • Fluctuations in the exchange rate between the Euro, the South African rand, the Mexican peso and the U.S. dollar may increase the risk of holding our ADSs and Ordinary Shares. • Future equity issuances may dilute the holdings of current shareholders or ADS holders and any such offerings by us or any large sales by our shareholders could materially affect the market price of our Ordinary Shares or ADSs. • Investors may experience dilution if they are not able to participate in equity offerings, and our ADS holders may not receive any value for rights that we may grant. • ADS holders may not be able to exercise their right to vote the shares underlying our ADSs. -3- Table of Contents • ADS holders may be subject to limitations on the transfer of their ADSs or the withdrawal of the underlying Ordinary Shares from the deposit facility. • Shareholders may not enjoy under Belgian corporate law and our articles of association certain of the rights and protections generally afforded to shareholders of U.S. companies under U.S. federal and state laws and the NYSE rules. • As a “foreign private issuer” in the United States, we are exempt from a number of rules under U.S. securities laws and are permitted to file less information with the U.S.
Risks Related to Our Ordinary Shares and American Depositary Shares • The market price of our Ordinary Shares and ADSs may be volatile. • Our largest shareholder may use its significant interest to take actions not supported by our other shareholders. • We may determine not to pay dividends. • Fluctuations in the exchange rate between the Euro, the South African rand, the Mexican peso and the U.S. dollar may increase the risk of holding our ADSs and Ordinary Shares. • Future equity issuances may dilute the holdings of current shareholders or ADS holders and any such offerings by us or any large sales by our shareholders could materially affect the market price of our Ordinary Shares or ADSs. • Investors may experience dilution if they are not able to participate in equity offerings, and our ADS holders may not receive any value for rights that we may grant. • ADS holders may not be able to exercise their right to vote the shares underlying our ADSs. • ADS holders may be subject to limitations on the transfer of their ADSs or the withdrawal of the underlying Ordinary Shares from the deposit facility. • Shareholders may not enjoy under Belgian corporate law and our articles of association certain of the rights and protections generally afforded to shareholders of U.S. companies under U.S. federal and state laws and the NYSE rules. -3- Table of Contents • As a “foreign private issuer” in the United States, we are exempt from a number of rules under U.S. securities laws and are permitted to file less information with the U.S.
Such preferences can change rapidly and in unpredictable ways due to a variety of factors, including changes in prevailing economic conditions, changing social norms and attitudes regarding alcohol beverages, betterment trends and changing dietary preferences (including increased adoption of weight-loss drugs to reduce consumption overall or change consumption patterns), changes in consumer tastes, changing dietary guidance and warning label requirements from public health bodies, changes in leisure activity patterns or negative publicity resulting from regulatory action or litigation against us or comparable companies; for more information see “—Negative publicity and public advocacy regarding perceived or potential health risks, as well as changes in related government regulation, may harm our business.” Furthermore, developments in the regulatory frameworks governing the usage of cannabis could result in shifts in consumer preference and the impact that cannabis legalization could have on alcohol sales remains unclear.
Such preferences can change rapidly and in unpredictable ways due to a variety of factors, including changes in prevailing economic conditions, changing social norms and attitudes regarding alcohol beverages, betterment trends and changing dietary preferences (including increased adoption of weight-loss drugs to reduce consumption overall or change consumption patterns), changes in consumer tastes, changing dietary guidance and warning label requirements from public health bodies, changes in social habits and leisure activity patterns or negative publicity resulting from regulatory action or litigation against us or comparable companies; for more information see “—Negative publicity and public advocacy regarding perceived or potential health risks, as well as changes in related government regulation, may harm our business.” Furthermore, developments in the regulatory frameworks governing the usage of cannabis could result in shifts in consumer preference and the impact that cannabis legalization could have on alcohol sales remains unclear.
Financial Risks • We are exposed to risks associated with global, regional and local economic weakness and uncertainty (including those resulting from an economic downturn, recession, foreign exchange, inflationary pressures and/or geopolitical instability), which could adversely affect our business and operations, the demand for our products and the market price of our Ordinary Shares and ADSs. • Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations. • Our business, financial performance and results of operations have been, and may continue to be, adversely affected by military conflicts and their related consequences. • We may not be able to obtain the necessary funding for our future capital or refinancing needs and may face financial risks due to our level of debt, uncertain market conditions and as a result of the potential downgrading of our credit ratings. • The ability of our subsidiaries to distribute cash upstream may be subject to various conditions and limitations. 2.
Financial Risks • We are exposed to risks associated with global, regional and local economic weakness and uncertainty (including those resulting from an economic downturn, recession, foreign exchange, inflationary pressures and/or geopolitical, social or local instability), which could adversely affect our business and operations, the demand for our products and the market price of our Ordinary Shares and ADSs. • Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations. • Our business, financial performance and results of operations have been, and may continue to be, adversely affected by military conflicts and their related consequences. • We may not be able to obtain the necessary funding for our future capital or refinancing needs and may face financial risks due to our level of debt, uncertain market conditions and as a result of the potential downgrading of our credit ratings. • The ability of our subsidiaries to distribute cash upstream may be subject to various conditions and limitations. 2.
The supply and price of raw materials and commodities used for the production of our products can be affected by a number of factors beyond our control, including the level of crop production around the world, inflation, global geopolitical events, including war and other conflicts, energy prices, export demand, quality and availability of supply, speculative movements in the raw materials or commodities markets, currency fluctuations, governmental regulations and legislation affecting agriculture, trade agreements among producing and consuming nations, extreme weather conditions, natural disasters, health epidemics, pandemics or other disease outbreaks, economic factors affecting growth decisions, political developments, various plant diseases and pests.
The supply and price of raw materials and commodities used for the production of our products can be affected by a number of factors beyond our control, including the level of crop production around the world, inflation, global geopolitical events, including war and other conflicts, energy prices, export demand, quality and availability of supply, speculative movements in the raw materials or commodities markets, currency fluctuations, governmental regulations and legislation affecting agriculture, tariffs and trade agreements among producing and consuming nations, extreme weather conditions, natural disasters, health epidemics, pandemics or other disease outbreaks, economic factors affecting growth decisions, political developments, various plant diseases and pests.
New or expanded export control regulations, economic sanctions, embargoes or other forms of trade restrictions imposed on Russia, Syria, Cuba, Iran or other countries in which we or our associates do business may curtail our existing business and may result in serious economic challenges in these geographies, which could have an adverse effect on our associates’ operations, and may result in impairment charges on goodwill, other intangible assets or investments in associates.
New or expanded export control regulations, economic sanctions, embargoes or other forms of trade restrictions imposed on Russia, Cuba, Iran or other countries in which we or our associates do business may curtail our existing business and may result in serious economic challenges in these geographies, which could have an adverse effect on our associates’ operations, and may result in impairment charges on goodwill, other intangible assets or investments in associates.
In addition, contractual restrictions and the regulatory environment of many markets may make it very difficult to change distributors and, in some markets, we may be prevented from acquiring interests in wholesalers or distributors (for example, see “—Our failure to satisfy our obligations under the SAB settlement agreement could adversely affect our financial condition and results of operations.”).
In addition, contractual restrictions and the regulatory environment of many markets may make it very difficult to change distributors and, in some markets, we may be prevented or restricted from acquiring interests in wholesalers or distributors (for example, see “—Our failure to satisfy our obligations under the SAB settlement agreement could adversely affect our financial condition and results of operations.”).
Financial Risks We are exposed to risks associated with global, regional and local economic weakness and uncertainty (including those resulting from an economic downturn, recession, foreign exchange, inflationary pressures and/or geopolitical instability), which could adversely affect our business and operations, the demand for our products and the market price of our Ordinary Shares and ADSs.
Financial Risks We are exposed to risks associated with global, regional and local economic weakness and uncertainty (including those resulting from an economic downturn, recession, foreign exchange, inflationary pressures and/or geopolitical, social or local instability), which could adversely affect our business and operations, the demand for our products and the market price of our Ordinary Shares and ADSs.
The implementation or expansion of these economic sanctions, trade restrictions, export and currency controls and other restrictive measures, including the temporary management of the AB InBev Efes Russian operations, have made it difficult for us to divest our non-controlling interest in AB InBev Efes or for AB InBev Efes to remit cash from Russia to other jurisdictions.
The implementation or expansion of these economic sanctions, trade restrictions, export and currency controls and other restrictive measures, including the temporary management of the AB InBev Efes Russian operations, have made it difficult for us to divest our non-controlling interest in AB InBev Efes or influence the operations of AB InBev Efes and for AB InBev Efes to remit cash from Russia to other jurisdictions.
As a “foreign private issuer,” we are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act.
As a “foreign private issuer,” we are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions under Section 16 of the Exchange Act.
As a global brewer, we also operate our business and market our products in countries that may be subject to export control regulations, embargoes, economic sanctions and other forms of trade restrictions imposed by the United States, the European Union, the United Nations and other participants in the international community.
As a global brewer, we also operate our business and market our products in certain countries that may be subject to export control regulations, embargoes, economic sanctions and other forms of trade restrictions imposed by the United States, the European Union, the United Nations and other participants in the international community.
For more information regarding the risks to our business and operations posed by such measures, see “—We are exposed to risks associated with global, regional and local economic weakness and uncertainty (including those resulting from an economic downturn, recession, inflationary pressures and/or geopolitical instability), which could adversely affect our business and operations, the demand for our products and the market price of our Ordinary Shares and ADSs.” and “—Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations.” In connection with the ongoing conflict between Russia and Ukraine, the U.S. government, the European Commission and the authorities of certain other jurisdictions in which we operate, have imposed sanctions and other restrictive measures against Russia.
For more information regarding the risks to our business and operations posed by such measures, see “—We are exposed to risks associated with global, regional and local economic weakness and uncertainty (including those resulting from an economic downturn, recession, inflationary pressures and/or geopolitical instability), which could adversely affect our business and operations, the demand for our products and the market price of our Ordinary Shares and ADSs.” and “—Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations.” -18- Table of Contents In connection with the ongoing conflict between Russia and Ukraine, the U.S. government, the European Commission and the authorities of certain other jurisdictions in which we operate, have imposed sanctions and other restrictive measures against Russia.
Concerns about the perceived or potential health consequences of consuming alcohol beverages and increased activity from activist groups, public health organizations and other governmental and regulatory bodies advocating for measures designed to reduce the consumption of alcohol beverages and addressing the public regarding health and alcohol consumption may reduce demand for alcohol beverages generally, negatively impact investor perception of our industry or result in legal proceedings, which could adversely affect our share price or our profitability.
Concerns about the perceived or potential health consequences of consuming alcohol beverages and increased activity from activists, activist groups, public figures, public health organizations and other governmental and regulatory bodies advocating for measures designed to reduce the consumption of alcohol beverages and addressing the public regarding health and alcohol consumption may reduce demand for alcohol beverages generally, negatively impact investor perception of our industry or result in legal proceedings, which could adversely affect our share price or our profitability.
Our future success depends significantly on our ability to protect our current and future brands and products and to defend our intellectual property rights, including trademarks, patents, domain names, trade secrets and know-how.
Our future success depends significantly on our ability to protect our current and future brands and products and to defend our intellectual property rights, including trademarks, patents, copyrights, domain names, trade secrets and know-how.
A substantial proportion of our operations are carried out in developing markets, representing approximately 65% of our 2024 revenue, which include Argentina, Bolivia, Botswana, Brazil, Chile, China, Colombia, Dominican Republic, Ecuador, El Salvador, Ghana, Guatemala, Honduras, India, Lesotho, Mexico, Mozambique, Namibia, Nigeria, Panama, Paraguay, Peru, South Africa, Tanzania, Uganda, Uruguay, Vietnam and Zambia.
A substantial proportion of our operations are carried out in developing markets, representing approximately 65% of our 2025 revenue, which include Argentina, Bolivia, Botswana, Brazil, Chile, China, Colombia, Dominican Republic, Ecuador, El Salvador, Ghana, Guatemala, Honduras, India, Lesotho, Mexico, Mozambique, Namibia, Nigeria, Panama, Paraguay, Peru, South Africa, Tanzania, Uganda, Uruguay, Vietnam and Zambia.
Downturns in the worldwide economy, due to geopolitical instability, current and future global tariffs, increases in energy prices, changes in government policies, inflation, public health crises and increased interest rates or other factors, have had, and may continue to have, far reaching adverse consequences across many industries, including the alcohol beverage industry.
Downturns in the worldwide economy, due to geopolitical, social or local instability, current and future global tariffs, increases in energy prices, changes in government policies, inflation, public health crises and increased interest rates or other factors, have had, and may continue to have, far reaching adverse consequences across many industries, including the alcohol beverage industry.
Further, our customers in foreign markets may also face currency transaction risks as a result of significant changes in the value of foreign currencies relative to the U.S. dollar, including higher costs of living and an erosion of purchasing power, which could lead to a negative shift in consumer demand for our products.
Further, our consumers in foreign markets may also face currency transaction risks as a result of significant changes in the value of foreign currencies relative to the U.S. dollar, including higher costs of living and an erosion of purchasing power, which could lead to a negative shift in consumer demand for our products.
For more information, see “—If we do not successfully comply with applicable anti-corruption laws, export control regulations and trade restrictions, we could become subject to fines, penalties or other regulatory sanctions, as well as to adverse press coverage, which could adversely impact our reputation, our sales or our profitability.” -12- Table of Contents We may have a conflict of interest with our majority-owned subsidiaries and we may not be able to resolve such conflict on terms favorable to us.
For more information, see “—If we do not successfully comply with applicable anti-corruption laws, export control regulations and trade restrictions, we could become subject to fines, penalties or other regulatory sanctions, as well as to adverse press coverage, which could adversely impact our reputation, our sales or our profitability.” We may have a conflict of interest with our majority-owned subsidiaries and we may not be able to resolve such conflict on terms favorable to us.
Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations. Although we report our consolidated results in U.S. dollars, in 2024, we derived 75% of our revenue from operating companies that have non-U.S. dollar functional currencies (in most cases, in the local currency of the respective operating company).
Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations. Although we report our consolidated results in U.S. dollars, in 2025, we derived 75% of our revenue from operating companies that have non-U.S. dollar functional currencies (in most cases, in the local currency of the respective operating company).
Although we are committed to conducting business in a legal and ethical manner in compliance with local and international laws and regulations applicable to our business, there is a risk that management, employees or other representatives of our subsidiaries, affiliates, associates, joint ventures or other business interests may take actions that violate applicable anti-corruption laws and regulations, including applicable laws relating to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in -18- Table of Contents International Business Transactions, the U.S.
Although we are committed to conducting business in a legal and ethical manner in compliance with local and international laws and regulations applicable to our business, there is a risk that management, employees or other representatives of our subsidiaries, affiliates, associates, joint ventures or other business interests may take actions that violate applicable anti-corruption laws and regulations, including applicable laws relating to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.S.
Contractual Obligations and Contingencies—Contingencies” and note 29 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024, for a description of certain material contingencies which we believe are reasonably possible (but not probable) to be realized.
Contractual Obligations and Contingencies—Contingencies” and note 29 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025, for a description of certain material contingencies which we believe are reasonably possible (but not probable) to be realized.
Quantitative and Qualitative Disclosures About Market Risk—Market Risk, Hedging and Financial Instruments,” note 27 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024, for further details on our approach to hedging commodity price and foreign currency risk.
Quantitative and Qualitative Disclosures About Market Risk—Market Risk, Hedging and Financial Instruments,” note 27 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025, for further details on our approach to hedging commodity price and foreign currency risk.
As of the date of this Form 20-F, our credit rating from Standard & Poor’s (“ S&P ”) Global Ratings was A- for long-term obligations and A-2 for short-term obligations, with a stable outlook, and our credit rating from Moody’s Investors Service was A3 for long-term obligations and P-2 for short-term obligations, with a stable outlook.
As of the date of this Form 20-F, our credit rating from Standard & Poor’s (“ S&P ”) Global Ratings was A- for long-term obligations and A-2 for short-term obligations, with a positive outlook, and our credit rating from Moody’s Investors Service was A3 for long-term obligations and P-2 for short-term obligations, with a positive outlook.
Unauthorized or accidental access to, or destruction, loss, alteration, disclosure, misuse or unavailability of, information systems, including those of third parties, could result in operational and supply chain disruptions, violations of data privacy laws and regulations, legal claims or proceedings, regulatory penalties, damage to our reputation or our competitive advantage, inability to meet contractual obligations, loss of opportunities to acquire or divest businesses or brands and loss of ability to commercialize products developed through research and development efforts and, therefore, could have a negative impact on net operating revenues.
Unauthorized or accidental access to, or destruction, loss, alteration, disclosure, misuse or unavailability of, information systems, including those of third parties, could result in operational and supply chain disruptions, violations of data privacy laws and regulations, legal claims or proceedings, regulatory penalties, damage to our reputation or our competitive advantage, inability to meet contractual obligations, disruptions to the deployment and/or execution of our events, loss of opportunities to acquire or divest businesses or brands and loss of ability to commercialize products developed through research and development efforts, and, therefore, could have a negative impact on net operating revenues.
In addition, a majority of our shareholders may release a director from -29- Table of Contents any claim of liability we may have, including if he or she has acted in bad faith or has breached his or her duty of loyalty, provided, in some cases, that the relevant acts were specifically mentioned in the convening notice to the shareholders’ meeting deliberating on the discharge.
In addition, a majority of our shareholders may release a director from any claim of liability we may have, including if he or she has acted in bad faith or has breached his or her duty of loyalty, provided, in some cases, that the relevant acts were specifically mentioned in the convening notice to the shareholders’ meeting deliberating on the discharge.
Disparate and evolving standards for considering, identifying, measuring, and reporting sustainability metrics, including sustainability-related disclosures that may be required by the SEC, European and other regulators, could significantly increase compliance burdens and associated regulatory and reporting costs and complexity.
Disparate and evolving standards for considering, identifying, measuring, and reporting sustainability metrics, including sustainability-related disclosures that may be required by European and other regulators, could significantly increase compliance burdens and associated regulatory and reporting costs and complexity.
The sequence in which the risk factors are presented below is not indicative of their likelihood of occurrence or of the potential magnitude of their financial consequences. SUMMARY OF RISK FACTORS Risks relating to us and our activities 1.
The sequence in which the risk factors are presented below is not indicative of their likelihood of occurrence or of the potential magnitude of their financial consequences. -1- Table of Contents SUMMARY OF RISK FACTORS Risks relating to us and our activities 1.
Under difficult economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of our products, by shifting away from our premium products to lower-priced products offered by us or other companies or by shifting to off-premise from on-premise consumption, which could have a material adverse effect on the demand for our products and may negatively impact our revenues.
Under difficult economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of our products, by shifting away from our above core products to lower-priced products offered by us or other companies or by shifting to off-premise from on-premise consumption, which could have a material adverse effect on the demand for our products and may negatively impact our revenues.
Any credit rating downgrade could materially adversely affect our ability to finance our ongoing operations, including by increasing our cost of borrowing and significantly harming our financial condition, results of operations and profitability, including our ability to refinance our other existing indebtedness. Our level of debt may also impact our decision or ability to pursue certain capital allocation priorities.
Any credit rating downgrade could materially adversely affect our ability to finance our ongoing operations, including by increasing our cost of borrowing and significantly harming our financial condition, results of operations and profitability, including our ability to refinance our other existing indebtedness. -7- Table of Contents Our level of debt may also impact our decision or ability to pursue certain capital allocation priorities.
As we currently hedge the exposure for an equivalent of 100.5 million of our shares, a significant change in our share price will have a significant impact on our profit or loss account. Our largest shareholder may use its significant interest to take actions not supported by our other shareholders.
As we currently hedge the exposure for an equivalent of 100.5 million of our shares, a significant change in our share price will have a significant impact on our profit or loss account. -25- Table of Contents Our largest shareholder may use its significant interest to take actions not supported by our other shareholders.
Board Practices—Information about Our Committees—General.” Under Belgian corporate law, other than certain limited information that we must make public, our shareholders may not ask for an inspection of our corporate records, while under Delaware corporate law, any shareholder, irrespective of the size of his or her shareholdings, may do so.
Board Practices—Information about Our Committees—General.” -28- Table of Contents Under Belgian corporate law, other than certain limited information that we must make public, our shareholders may not ask for an inspection of our corporate records, while under Delaware corporate law, any shareholder, irrespective of the size of his or her shareholdings, may do so.
See “—We are exposed to the risk of litigation, claims and disputes, which may cause us to pay significant damage awards and incur other costs.” The global policy framework shaping the regulatory space for our products has evolved, and will likely continue to evolve, and the expectations of our stakeholders will continue to increase.
See “—We are exposed to the risk of litigation, claims and disputes, which may cause us to pay significant damage awards and incur other costs.” -15- Table of Contents The global policy framework shaping the regulatory space for our products has evolved, and will likely continue to evolve, and the expectations of our stakeholders will continue to increase.
For more information on risks specific -24- Table of Contents to cybersecurity, see “—Cybersecurity incidents and other disruptions to our information and operational technology systems, or in our supply chain, could damage our reputation and we could experience a loss of revenue, incur substantial additional costs and become subject to litigation and regulatory scrutiny.” 8.
For more information on risks specific to cybersecurity, see “—Cybersecurity incidents and other disruptions to our information and operational technology systems, or in our supply chain, could damage our reputation and we could experience a loss of revenue, incur substantial additional costs and become subject to litigation and regulatory scrutiny.” 8.
Most of these derivative instruments could not qualify for hedge accounting and thus changes in the fair value of the hedges are recognized in our profit or loss account for the period. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk — Market Risk, Hedging and Financial Instruments — Equity Price Risk”.
These derivative instruments do not qualify for hedge accounting and thus changes in the fair value of the hedges are recognized in our profit or loss account for the period. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk — Market Risk, Hedging and Financial Instruments — Equity Price Risk”.
In addition to recognition or enforcement, a judgment by a federal or state court in the United States against us may also serve as evidence in a similar action in a Belgian court if it meets the conditions required for the authenticity of judgments according to the law of the state where it was rendered.
In addition to recognition or enforcement, a judgment by a federal or state court in the United States against us may also serve as evidence in a similar action in a Belgian court if it meets the conditions required for the authenticity of judgments according to the law of the state where it was rendered. -29- Table of Contents
Results of Operations—Year Ended 31 December 2024 Compared to the Year Ended 31 December 2023” for further details on the impact of currency translation effects on our results of operations. -5- Table of Contents In addition to currency translation risk, we incur currency transaction risks whenever one of our operating companies enters into transactions using currencies other than its respective functional currency, including purchase or sale transactions and the issuance or incurrence of debt.
Results of Operations—Year Ended 31 December 2025 Compared to the Year Ended 31 December 2024” for further details on the impact of currency translation effects on our results of operations. -5- Table of Contents In addition to currency translation risk, we incur currency transaction risks whenever one of our operating companies enters into transactions using currencies other than its respective functional currency, including purchase or sale transactions and the issuance or incurrence of debt.
Additionally, e-commerce, including direct sales to customers and consumers, has become increasingly integrated in our operations and contributes significantly to our sales and revenues. For more information regarding our digital commerce activities, please see “Item 4. Information on the Company—B. Business Overview—2.
Additionally, e-commerce, including direct sales to customers and consumers, has become increasingly integrated in our operations and contributes significantly to our sales and revenues. For more information regarding our digital commerce activities, please see “Item 4. Information on the Company—B. Business Overview—2. Principal Activities and Products— Digital Transformation”.
These and other factors related to the Stichting’s holding of a significant interest in our shares may reduce the liquidity of our shares and ADSs and their attractiveness to investors. -26- Table of Contents We may determine not to pay dividends. As a general matter, we cannot guarantee that we will pay dividends in the future.
These and other factors related to the Stichting’s holding of a significant interest in our shares may reduce the liquidity of our shares and ADSs and their attractiveness to investors. We may determine not to pay dividends. As a general matter, we cannot guarantee that we will pay dividends in the future.
In addition, regulators in various jurisdictions, including Europe and the U.S., have recently focused efforts on increased disclosures and due diligence obligations related to sustainability matters, including mitigation of climate change and human rights concerns, and these regulations (if adopted) could expand the nature, scope and complexity of matters that we are required to control, assess and report and we may be required to make additional investments and implement new practices and reporting processes, all entailing additional compliance risk.
In addition, regulators in various jurisdictions in which we operate, have recently focused efforts on increased disclosures and due diligence obligations related to sustainability matters, including mitigation of climate change and human rights concerns, and these regulations (if adopted) could expand the nature, scope and complexity of matters that we are required to control, assess and report and we may be required to make additional investments and implement new practices and reporting processes, all entailing additional compliance risk.
Memorandum and Articles of Association and Other Share Information—Form and Transferability of Our Shares—Restricted Shares—Conversion into Ordinary Shares”); -25- Table of Contents • potential or actual sales of blocks of our Ordinary Shares (including those converted from Restricted Shares) or ADSs in the market by any shareholder or short selling of our Ordinary Shares or ADSs.
Memorandum and Articles of Association and Other Share Information—Form and Transferability of Our Shares—Restricted Shares—Conversion into Ordinary Shares”); • potential or actual sales of blocks of our Ordinary Shares (including those converted from Restricted Shares) or ADSs in the market by any shareholder or short selling of our Ordinary Shares or ADSs.
There is no guarantee that we will be able to pass along increased energy costs to our customers in every case. The production of our products also requires large amounts of water, including water consumption in the agricultural supply chain.
There is no guarantee that we will be able to pass along increased energy costs to our customers in every case. -9- Table of Contents The production of our products also requires large amounts of water, including water consumption in the agricultural supply chain.
Investors in our shares and American Depositary Shares (“ ADSs ”) could lose all or part of their investment. -1- Table of Contents You should carefully consider the following information in conjunction with the other information contained or incorporated by reference in this document.
Investors in our shares and American Depositary Shares (“ ADSs ”) could lose all or part of their investment. You should carefully consider the following information in conjunction with the other information contained or incorporated by reference in this document.
For more information, see “—We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.” Although we work with our associates on the implementation of appropriate processes and controls, we also face additional risks and uncertainties with respect to these minority investments because we may be dependent on systems, controls and personnel that are not under our control, such as the risk that our associates may violate applicable laws and regulations, which could have an adverse effect on our business, reputation, results of operations and financial condition.
For more information, see “—We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.” Although we work with our associates on the implementation of appropriate processes and controls, we also face additional risks and uncertainties with respect to these minority investments because we may be dependent on systems, controls, governance structures and personnel that are not under our control, such as the risk that our associates may violate applicable laws and regulations or be subject to disruptions in operations, which could have an adverse effect on our business, reputation, results of operations and financial condition.
In addition, in connection with our previous acquisitions, various regulatory authorities have previously imposed conditions with which we are required to comply.” 4. Market Risks We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.
In addition, in connection with our previous acquisitions, various regulatory authorities have previously imposed conditions with which we are required to comply.” 4. Market Risks -13- Table of Contents We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.
It is not certain that we will be able to attract or retain key employees and successfully manage them, which could disrupt our business and have an unfavorable material effect on our financial position, income from operations and competitive position. Our insurance coverage may not be sufficient to protect us from material liabilities.
It is not certain that we will be able to attract or retain key employees and successfully manage them, which could disrupt our business and have an unfavorable material effect on our financial position, income from operations and competitive position. -24- Table of Contents Our insurance coverage may not be sufficient to protect us from material liabilities.
In recent years, the global credit markets experienced significant price volatility, dislocations and liquidity disruptions that caused the cost of debt financings to fluctuate considerably. The markets also put downward pressure on stock prices and credit capacity for certain issuers without regard to those issuers’ underlying financial strength.
Global credit markets have in the past experienced significant price volatility, dislocations and liquidity disruptions that caused the cost of debt financings to fluctuate considerably. The markets also put downward pressure on stock prices and credit capacity for certain issuers without regard to those issuers’ underlying financial strength.
Factors such as increased economic and political pressures to increase tax revenues have contributed to an increase in audit activity, tax authorities taking increasingly opposing positions in their interpretation and enforcement of tax laws, more time and difficulty to resolve any audits or disputes and an increase in new tax legislation.
Factors such as increased economic and political pressures to increase tax revenues have contributed to an increase in audit activity (including in respect of prior tax assessments), tax authorities taking increasingly opposing positions in their interpretation and enforcement of tax laws, more time and difficulty to resolve any audits or disputes and an increase in new tax legislation.
These regulations can result in liability that might adversely affect our operations. The environmental regulatory climate in the markets in which we operate is becoming stricter, with a greater emphasis on enforcement.
These regulations can result in liability that might adversely affect our operations. The environmental regulatory landscape in certain markets in which we operate is becoming stricter, with a greater emphasis on enforcement.
In recent years, many industries have seen disruption from non-traditional producers and distributors, in many cases, due to a rapidly evolving digital landscape. Our business could be negatively affected if we are unable to anticipate changing consumer preferences for digital platforms or fail to continuously strengthen and evolve our capabilities in digital commerce and marketing.
In recent years, many industries have seen disruption from non-traditional producers and distributors, in many cases, due to a rapidly evolving digital landscape. Our business could be negatively affected if we are unable to anticipate changing consumer preferences for digital platforms or fail to continuously strengthen and evolve our capabilities in digital commerce, marketing and data analytics (including artificial intelligence).
The broader geopolitical and economic consequences of the ongoing conflict between Russian and Ukraine and in the Middle East, including the conflict in the Red Sea, could have the effect of heightening other risks described in this Form 20-F, including, but not limited to, adverse effects on economic and political conditions in our key markets, further disruptions to global supply chains and increases in commodity and energy prices with follow-on global inflationary impacts, additional sanctions and restrictive measures, increased risk of cyber incidents or other disruptions to our information systems, which could materially adversely affect our business and operations.
The broader geopolitical and economic consequences of the ongoing conflict between Russia and Ukraine, and conflicts and developments in the Middle East and Latin America, could have the effect of heightening other risks described in this Form 20-F, including, but not limited to, adverse effects on economic and political conditions in our key markets, further disruptions to global supply chains and increases in commodity and energy prices with follow-on global inflationary impacts, additional sanctions and restrictive measures, increased risk of cyber incidents or other disruptions to our information systems, which could materially adversely affect our business and operations.
Additionally, adverse transactional currency effects could impact certain U.S. dollar-denominated products or services that may become more expensive in terms of local currencies due to the appreciation of the U.S. dollar, which could erode the purchasing power of consumers in the countries in which we operate and result in a shift in consumer demand for our products.
Additionally, adverse transactional currency effects could impact certain U.S. dollar-denominated products or services that may become more expensive in terms of local currencies if the U.S. dollar appreciates, which could erode the purchasing power of consumers in the countries in which we operate and result in a shift in consumer demand for our products.
The markets in certain raw materials or commodities have experienced and may in the future experience shortages and significant price fluctuations, including as a result of inflationary pressures, the ongoing conflict between Russia and Ukraine and in the Middle East, including the conflict in the Red Sea, increased energy prices, public health crises, fluctuations in currency exchange rates, constraints on sourcing or the quality of crops and increases in tariffs on such raw materials and commodities.
The markets in certain raw materials or commodities have experienced and may in the future experience shortages and significant price fluctuations, including as a result of inflationary pressures, the ongoing conflict between Russia and Ukraine, conflicts and developments in the Middle East and Latin America, increased energy prices, public health crises, fluctuations in currency exchange rates, constraints on sourcing or the quality of crops and increases in tariffs on such raw materials and commodities.
As of 31 December 2024, our total goodwill amounted to USD 110.5 billion and our intangible assets with indefinite useful lives amounted to USD 36.9 billion. However, if our businesses do not develop as expected, we may be required to record future goodwill impairment charges which could have an adverse effect on our results of operations and financial conditions. 7.
As of 31 December 2025, our total goodwill amounted to USD 117.9 billion and our intangible assets with indefinite useful lives amounted to USD 38.5 billion. However, if our businesses do not develop as expected, we may be required to record future goodwill impairment charges which could have an adverse effect on our results of operations and financial conditions. 7.
See “—Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations” for further -9- Table of Contents details on risks related to foreign exchange exposure.
See “—Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations” for further details on risks related to foreign exchange exposure.
Our business and operating results could be negatively impacted by natural, social, technical or physical risks such as a widespread health emergency such as the COVID-19 pandemic (or concerns over the possibility of such an emergency), earthquakes, extreme weather conditions, hurricanes, typhoons, flooding, fire, water scarcity, power loss, loss of water supply, telecommunications and information technology system failures, cyberattacks, labor disputes, political instability, military conflict and uncertainties arising from terrorist attacks, including a global economic slowdown, the economic consequences of any military action and associated political instability.
Our business and operating results could be negatively impacted by natural, social, technical or physical risks such as a widespread health emergency such as the COVID-19 pandemic (or concerns over the possibility of such an emergency), earthquakes, extreme weather conditions, hurricanes, typhoons, flooding, fire, water scarcity, power loss, loss of water supply, telecommunications and information technology system failures, cyberattacks, labor disputes, political or social instability, military conflict and uncertainties arising from terrorist attacks.
The regulations adopted by the authorities in these countries govern many parts of our operations, including brewing, marketing and advertising (in particular to ensure our advertising is directed to individuals of legal -16- Table of Contents drinking age), consumer promotions and rebates, environmental protection, workplace safety, transportation, distributor relationships, retail execution, imports and exports, sales and data privacy.
The regulations adopted by the authorities in these countries govern many parts of our operations, including brewing, marketing and advertising (in particular to ensure our advertising is directed to individuals of legal drinking age), consumer promotions and rebates, environmental protection, workplace safety, transportation, distributor and retailer relationships, retail execution, imports and exports, sales, data privacy and artificial intelligence.
Consumption of beer and other alcohol and non-alcohol beverages in many of the jurisdictions in which we operate is closely linked to general economic conditions, with levels of consumption tending to rise during periods of rising per capita income and fall during periods of declining per capita income.
Consumption of beer and other alcohol and non-alcohol beverages in many of the jurisdictions in which we operate is closely linked to general economic conditions, with levels of consumption tending to rise during periods of rising per capita income and growth of the legal drinking age population and fall during periods of declining per capita income and growth of the legal drinking age population.
We take various actions with the aim of minimizing the likelihood and impact of cybersecurity attacks and other disruptions to our information systems, such as investing in cyber defense solutions, conducting internal and external assessments, building and implementing business continuity plans and reviewing risk management processes.
We take various actions with the aim of minimizing the likelihood and impact of cybersecurity attacks and other disruptions to our information systems, such as investing in cyber defense solutions, conducting internal and external assessments, leveraging new technologies to improve threat detection, building and implementing business continuity plans and reviewing risk management processes.
As of 31 December 2024, our largest shareholder, Stichting Anheuser-Busch InBev (the “ Stichting ”), owned 33.57% of our voting rights (and the Stichting and certain other entities acting in concert with it (within the meaning of the Belgian Law of 1 April 2007 on public takeover bids and/or the Belgian Law of 2 May 2007 on the disclosure of significant shareholdings in issuers whose securities are admitted to trading on a regulated market and containing various provisions, implementing into Belgian law Directive 2004/109/CE (the “ Belgian Law of 2 May 2007 on the notification of significant shareholdings ”)) held, in aggregate, 39.05% of our voting rights), based on the number of shares outstanding on 31 December 2024, excluding the 43,809,952 treasury shares held by us and certain of our subsidiaries (see “Item 7.
As of 31 December 2025, our largest shareholder, Stichting Anheuser-Busch InBev (the “ Stichting ”), owned 33.99% of our voting rights (and the Stichting and certain other entities acting in concert with it (within the meaning of the Belgian Law of 1 April 2007 on public takeover bids and/or the Belgian Law of 2 May 2007 on the disclosure of significant shareholdings in issuers whose securities are admitted to trading on a regulated market and containing various provisions, implementing into Belgian law Directive 2004/109/CE (the “ Belgian Law of 2 May 2007 on the notification of significant shareholdings ”)) held, in aggregate, 39.50% of our voting rights), based on the number of shares outstanding on 31 December 2025, excluding the 68,489,754 treasury shares held by us and certain of our subsidiaries (see “Item 7.
Our sustainability reporting is subject to the European Union Corporate Sustainability Reporting Directive (CSRD) and considers key non-financial indicators and guidance from frameworks such as the Global Reporting Initiative (GRI) Standards, the Sustainability Accounting Standards Board (SASB), the United Nations (UN) -21- Table of Contents Guiding Principles reporting framework, the Task Force on Climate-related Financial Disclosure (TCFD) and the relevant United Nations Sustainable Development Goals (SDGs).
Our sustainability reporting is subject to the European Union Corporate Sustainability Reporting Directive (CSRD) and considers key non-financial indicators and guidance from frameworks such as the Sustainability Accounting Standards Board (SASB), the United Nations (UN) Guiding Principles reporting framework, the Task Force on Climate-related Financial Disclosure (TCFD) and the relevant United Nations Sustainable Development Goals (SDGs).
For example, our Brazilian subsidiary, Ambev, is subject to regulatory scrutiny from antitrust authorities in Brazil, Argentina, Bolivia, Uruguay, Panama, the Dominican Republic and other countries where it operates, and has been, and may in the future be, involved in proceedings initiated by Brazilian antitrust authorities, clients, competitors and other third parties alleging violations of antitrust laws.
For example, our Brazilian subsidiary, Ambev, is subject to regulatory scrutiny from antitrust authorities in Brazil, Argentina, Bolivia, Uruguay, Paraguay, Panama, the Dominican Republic and Canada, and has been, and may in the future be, involved in proceedings initiated by local antitrust authorities, clients, competitors and other third parties alleging violations of antitrust laws.
Although we have decreased our level of debt in recent years, debt could have significant consequences, including: • increasing our vulnerability to general adverse economic and industry conditions; • limiting our ability to fund future working capital and capital expenditures, to engage in future acquisitions or development activities or to otherwise realize the value of our assets and opportunities fully; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • impairing our ability to obtain additional financing in the future, or requiring us to obtain financing involving restrictive covenants; • requiring us to issue additional equity (possibly under unfavorable conditions), which could dilute our existing shareholders’ equity; • limiting our ability to pay dividends or pursue other capital distributions to shareholders; • placing us at a competitive disadvantage compared to our competitors that have less debt. -7- Table of Contents In addition, ratings agencies may downgrade our credit ratings below their current levels.
Although we have decreased our level of debt in recent years, our level of outstanding debt could have significant consequences, including: • increasing our vulnerability to general adverse economic and industry conditions; • limiting our ability to fund future working capital and capital expenditures, to engage in future acquisitions or development activities or to otherwise realize the value of our assets and opportunities fully; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • impairing our ability to obtain additional financing in the future, or requiring us to obtain financing involving restrictive covenants; • requiring us to issue additional equity (possibly under unfavorable conditions), which could dilute our existing shareholders’ equity; • limiting our ability to pay dividends or pursue other capital distributions to shareholders; and/or • placing us at a competitive disadvantage compared to our competitors that have less debt.
Any changes to or transitions of processes to, from or within shared services centers could lead to business disruptions, loss of -23- Table of Contents sensitive or confidential data, and other harms.
Any changes to or transitions of processes to, from or within shared services centers could lead to business disruptions, loss of sensitive, personal or confidential data, and other harms.
On 23 October 2024, we announced that we and Anadolu Efes agreed that Anadolu Efes will acquire our interest in the Russian business and we will acquire the interest of Anadolu Efes in the Ukraine business. The transaction, including the purchase price and other terms, was subject to required regulatory and governmental approvals.
On 23 October 2024, we announced that we and Anadolu Efes agreed Anadolu Efes would acquire our interest in the Russian business and we would acquire the interest of Anadolu Efes in the Ukraine business. The transaction, including the purchase price and other terms, was subject to required regulatory and governmental approvals which were not obtained.
In recent years, costly and ineffective fiscal marking systems have been introduced in several markets. The cost of these marking schemes could adversely affect our businesses in the relevant countries (including their profitability).
Costly and ineffective fiscal marking systems have in the past been introduced in certain markets. The cost of these marking schemes could adversely affect our businesses in the relevant countries (including their profitability).
We are subject to antitrust and competition laws in the jurisdictions in which we operate. Consequently, we are and may be subject to regulatory scrutiny in certain of these jurisdictions, and have been, and may in the future be, involved in investigations initiated by the local authorities.
Consequently, we are and may be subject to regulatory scrutiny in certain of these jurisdictions, and have been, and may in the future be, involved in investigations initiated by the local authorities.
As of 31 December 2024, Altria Group, Inc. and BEVCO Lux S.à R.L held 125,115,417 and 96,862,718 Restricted Shares, respectively, representing 6.33% and 4.90% of our outstanding shares as of 31 December 2024 (excluding treasury shares).
As of 31 December 2025, Altria Group, Inc. and BEVCO Lux S.à R.L held 125,115,417 and 96,862,718 Restricted Shares, respectively, representing 6.41% and 4.97% of our outstanding shares as of 31 December 2025 (excluding treasury shares).
Furthermore, 10.5% (USD 6.2 billion) of our total revenue of USD 59.8 billion in 2024 came from our Asia Pacific listed subsidiary, Budweiser Brewing Company APAC Limited (“ Budweiser APAC ”), which, since September 2019, is not wholly owned and is listed on the Hong Kong Stock Exchange.
Furthermore, 9.7% (USD 5.8 billion) of our total revenue of USD 59.3 billion in 2025 came from our Asia Pacific listed subsidiary, Budweiser Brewing Company APAC Limited (“ Budweiser APAC ”), which, since September 2019, is not wholly owned and is listed on the Hong Kong Stock Exchange.
There can be no assurance as to the financial affairs of such distributors or that these distributors, who often act both for us and our competitors, will not give our competitors’ products higher priority, thereby reducing their efforts to sell our products.
Regulations Affecting Our Business” for further information in this respect. There can be no assurance as to the financial affairs of such distributors or that these distributors, who often act both for us and our competitors, will not give our competitors’ products higher priority, thereby reducing their efforts to sell our products.
If these subsidiaries experience difficulties in obtaining or renewing, on attractive terms or at all, financial instruments required to secure their performance of potential obligations under such agreements or legal proceedings and we do not provide guarantees in respect of their obligations under such financial instruments, these subsidiaries may be required to pay higher fees, post additional collateral or use a substantial portion of their cash to secure such obligations, which may adversely affect their available cash flows and liquidity and our subsequent ability to receive cash upstream. -8- Table of Contents Furthermore, some of our subsidiaries are subject to laws restricting their ability to pay dividends or the amount of dividends they may pay.
If these subsidiaries experience difficulties in obtaining or renewing, on attractive terms or at all, financial instruments required to secure their performance of potential obligations under such agreements or legal proceedings and we do not provide guarantees in respect of their obligations under such financial instruments, these subsidiaries may be required to pay higher fees, post additional collateral or use a substantial portion of their cash to secure such obligations, which may adversely affect their available cash flows and liquidity and our subsequent ability to receive cash upstream.
Furthermore, innovation faces inherent risks, and the new products we introduce may not be successful, while competitors may be able to respond more quickly than we can to emerging trends, such as the increasing consumer preference for “craft beers” produced by microbreweries and the growth of the spirit-based ready-to-drink (“ RTD ”) category in certain markets.
Furthermore, innovation faces inherent risks, and the new products we introduce may not be successful, while competitors may be able to respond more quickly than we can to emerging trends, such as the growth of the spirit-based ready-to-drink (“ RTD ”) category in certain markets.
Principal Activities and Products— Digital Transformation and New Businesses”. 5. Legal and Regulatory Risks If any of our products is defective or found to contain contaminants, we may be subject to product recalls or other associated liabilities.
Business Overview—2. Principal Activities and Products— Digital Transformation”. 5. Legal and Regulatory Risks If any of our products is defective or found to contain contaminants, we may be subject to product recalls or other associated liabilities.
These and other factors have reduced in the past, and could continue to reduce, consumers’ willingness to purchase certain of our products, thereby adversely affecting our business. -10- Table of Contents Our reputation may also be negatively impacted by the activities of our suppliers or associates, actual or perceived failures to provide safe working environments or by potential defects or contamination in our products; for more information see “—We rely on key third parties, including key suppliers, and the termination or modification of the arrangements with such third parties could negatively affect our business, “—We may be unable to influence our associates in which we have minority investments”, “—Negative publicity and public advocacy regarding perceived or potential health risks, as well as changes in related government regulation, may harm our business” and “—If any of our products is defective or found to contain contaminants, we may be subject to product recalls or other associated liabilities”.
Our reputation may also be negatively impacted by the activities of our suppliers or associates, actual or perceived failures to provide safe working environments or by potential defects or contamination in our products; for more information see “—We rely on key third parties, including key suppliers, and the termination or modification of the arrangements with such third parties could negatively affect our business, “—We may be unable to influence our associates in which we have minority investments”, “—Negative publicity and public advocacy regarding perceived or potential health risks, as well as changes in related government regulation, may harm our business” and “—If any of our products is defective or found to contain contaminants, we may be subject to product recalls or other associated liabilities”. -10- Table of Contents Certain of our operations depend on independent distributors or wholesalers to sell our products, and we may be unable to replace distributors or acquire interests in wholesalers or distributors.
The Deposit Agreement provides that, upon receipt of a notice of any meeting of holders of our Ordinary Shares, the depositary will, if we so request, distribute to the ADS holders a notice which shall contain (i) such information as is contained in the notice of the meeting sent by us, (ii) a statement that the ADS holder as of the specified record date shall be entitled to instruct the ADR depositary as to the exercise of voting rights and (iii) a statement as to the manner in which instructions may be given by the holders.
The Deposit Agreement provides that, upon receipt of a notice of any meeting of holders of our Ordinary Shares, the depositary will, if we so request, distribute to the ADS holders a notice which shall contain (i) such information as is contained in the notice of the meeting sent by us, (ii) a statement that the ADS holder as of the specified record date shall be entitled to instruct the ADR depositary as to the exercise of voting rights and (iii) a statement as to the manner in which instructions may be given by the holders. -27- Table of Contents Under the Deposit Agreement, holders of ADSs may instruct the depositary to vote the shares underlying their ADSs, but they will only receive the notice described above if we ask the depositary to ask for their instructions.
If we are not able to obtain sufficient cash flows from our domestic and foreign subsidiaries and affiliated companies, this could adversely impact our ability to pay dividends, and otherwise negatively impact our business, results of operations and financial condition. See “Item 5. Operating and Financial Review—H. Liquidity and Capital Resources—Transfers from Subsidiaries” for further information in this respect. 2.
If we are not able to obtain sufficient cash flows from our domestic and foreign subsidiaries and affiliated companies, this could adversely impact our ability to pay dividends, and otherwise negatively impact our business, results of operations and financial condition. See “Item 5. Operating and Financial Review—H.
In connection with the ongoing conflict between Russia and Ukraine, the U.S. government, the European Commission and the authorities of certain other jurisdictions in which we operate have imposed sanctions on certain individuals and organizations in Russia, controls on exports to Russia covering a wide range of products and services, and restrictions on U.S., EU and other nationals carrying out certain activities in Russia or in support of Russian businesses.
There can be no assurances on the status of our investment in AB InBev Efes. -6- Table of Contents In connection with the ongoing conflict between Russia and Ukraine, the U.S. government, the European Commission and the authorities of certain other jurisdictions in which we operate have imposed sanctions on certain individuals and organizations in Russia, controls on exports to Russia covering a wide range of products and services, and restrictions on U.S., EU and other nationals carrying out certain activities in Russia or in support of Russian businesses.
An event, or series of events, that materially damages the reputation of one or more of our brands could have an adverse effect on the value of that brand and subsequent revenues from that brand or business. Restoring the image and reputation of our products may be costly and may not be possible.
An event, or series of events, that materially damages the reputation of one or more of our brands could have an adverse effect on the value of that brand and subsequent revenues from that brand or business.
Licensing.” If we are unable to maintain such arrangements on favorable terms, this could have a material adverse effect on our business, results of operations, cash flows or financial condition.
See “Item 4. Information on the Company—B. Business Overview—8. Licensing.” If we are unable to maintain such arrangements on favorable terms, this could have a material adverse effect on our business, results of operations, cash flows or financial condition.
See “—We could incur significant costs as a result of compliance with, and/or violations of or liabilities under, various regulations that govern our operations.” The possibility of new global tariffs has created uncertainty, which may negatively impact global trade and macroeconomic conditions and increase costs for consumers as well as negatively impacting demand for our products.
See “—We could incur significant costs as a result of compliance with, and/or violations of or liabilities under, various regulations that govern our operations.” The imposition of global tariffs and possibility of additional tariffs, trade barriers and other changes in trade policies have created uncertainty, which may negatively impact global trade and macroeconomic conditions and increase costs for consumers in addition to negatively impacting demand for our products.
In particular, 27.9% (USD 16.7 billion) of our total revenue of USD 59.8 billion in 2024 came from our Brazilian listed subsidiary, Ambev, which is not wholly owned and is listed on the São Paulo Stock Exchange and the New York Stock Exchange (“ NYSE ”).
In particular, 26.6% (USD 15.8 billion) of our total revenue of USD 59.3 billion in 2025 came from our Brazilian listed subsidiary, Ambev, which is not wholly owned and is listed on the São Paulo Stock Exchange and the New York Stock Exchange (“ NYSE ”).

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Our dedication to quality goes back to a brewing tradition of more than 600 years with the Den Hoorn brewery in Leuven, Belgium, as well as the pioneering spirit of the Anheuser & Co. brewery, with origins in St. Louis, U.S.A. since 1852, and the history of the South African Breweries with its origins in Johannesburg in 1895.
Our dedication to quality goes back to a brewing tradition of more than 600 years with the Den Hoorn brewery in Leuven, Belgium, as well as the pioneering spirit of the Anheuser & Co. brewery, with origins in St. Louis, U.S.A. since 1852, and the history of the South African Breweries with its origins in Johannesburg since 1895.
We have entered into a number of licensing, distribution and importation agreements relating to our brands, including the following: • Stella Artois is licensed to third parties in various countries including Algeria, Bosnia and Herzegovina, Bulgaria, Croatia, the Czech Republic, Hungary, Israel, Kosovo, Montenegro, New Zealand, Romania, Serbia and Slovakia, while Beck’s is licensed to third parties in Algeria, Bosnia and Herzegovina, Bulgaria, Croatia, Hungary, Kosovo, Montenegro, New Zealand, Romania, Serbia, Slovakia, Tunisia and Turkey. • Anadolu Efes has the right to brew and sell Bud and Beck’s in Turkey and Löwenbräu in Georgia.
We have entered into a number of licensing, distribution and importation agreements relating to our brands, including the following: • Stella Artois is licensed to third parties in various countries including Algeria, Bosnia and Herzegovina, Bulgaria, Croatia, the Czech Republic, Hungary, Israel, Kosovo, Montenegro, New Zealand, Romania, Serbia and Slovakia, while Beck’s is licensed to third parties in Algeria, Bosnia and Herzegovina, Bulgaria, Croatia, Hungary, Kosovo, Montenegro, New Zealand, Romania, Serbia, Slovakia, Tunisia and Turkey. • Anadolu Efes has the right to brew and sell Bud, Stella Artois and Beck’s in Turkey and Löwenbräu in Georgia.
On 22 April 2022, we announced our decision to sell our non-controlling interest in the AB InBev Efes joint venture and that we were in active discussions with Anadolu Efes, the controlling shareholder of AB InBev Efes, to acquire that interest.
On 22 April 2022, we announced our decision to sell our non-controlling interest in the AB InBev Efes joint venture and that we were in active discussions with Anadolu Efes, the controlling shareholder of AB InBev Efes, to acquire that interest.
Moreover, governments may seek to address harmful use of alcohol by raising the legal drinking age, further limiting the number, type or operating hours of retail outlets or expanding retail licensing requirements. We work both independently and together with other brewers and alcoholic beverage companies to tackle the harmful use of alcohol products and actively promote responsible sales and consumption.
Moreover, governments may seek to address harmful use of alcohol by raising the legal drinking age, further limiting the number, type or operating hours of retail outlets or expanding retail licensing requirements. We work both independently and together with other brewers and alcohol beverage companies to tackle the harmful use of alcohol products and actively promote responsible sales and consumption.
Promoting Smart Drinking With a lower average ABV compared to other alcohol beverages, beer is well suited to offer consumers more balanced choices. As the world’s leading brewer, AB InBev is committed to promoting moderation and responsible drinking. We engage with our consumers and end users through our marketing practices at various stages and frequencies.
Promoting Smart Drinking With a lower average ABV compared to other alcohol beverages, we believe beer is well-suited to offer consumers more balanced choices. As the world’s leading brewer, AB InBev is committed to promoting moderation and responsible drinking. We engage with our consumers and end users through our marketing practices at various stages and frequencies.
To address the challenges specific to the local context, we have developed and implemented a comprehensive watershed management process at sites located in water-stressed areas. We are taking a results-based approach and have established baselines for measurement and tracking techniques based on pilot initiatives in a number of our high-risk communities.
To address the challenges specific to the local context, we have developed and implemented a comprehensive watershed management process at sites located in water-stressed areas. We are taking a results-based approach and have established baselines for measurement and tracking techniques based on initiatives in a number of our high-risk communities.
Strong brand portfolio with global, multi-country and local brands Our strong brand portfolio addresses a broad range of demand for different types of beer, comprising three categories: • Global brands : Capitalizing on common values and experiences which appeal to consumers across borders, our four global brands, Budweiser, Corona, Stella Artois and Michelob ULTRA, have recognition and appeal worldwide in a significant number of markets globally; • Multi-country brands : Building from a strong consumer base in their home markets, our multi-country brands, Beck’s, Hoegaarden, Leffe and Modelo, bring international flavor to selected markets, connecting with consumers across continents; and • Local brands : Offering locally popular tastes, local brands such as Aguila, Brahma, Bud Light, Cass, Cristal, Harbin, Poker, Skol and Victoria connect particularly well with consumers in their home markets.
Strong brand portfolio with global, multi-country and local brands Our strong brand portfolio addresses a broad range of demand for different types of beer, comprising three categories: • Global brands : Capitalizing on common values and experiences which appeal to consumers across borders, our four global brands, Budweiser, Corona, Stella Artois and Michelob ULTRA, have recognition and appeal worldwide in a significant number of markets globally; • Multi-country brands : Building from a strong consumer base in their home markets, our multi-country brands, Beck’s, Hoegaarden, Leffe, Modelo, and Flying Fish, bring international flavor to selected markets, connecting with consumers across continents; and • Local brands : Offering locally popular tastes, local brands such as Aguila, Brahma, Bud Light, Cass, Cristal, Harbin, Poker, Skol and Victoria connect particularly well with consumers in their home markets.
The business segments and their corresponding countries are: • North America : the United States and Canada; • Middle Americas : the Caribbean, Colombia, the Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Panama, Peru and other Middle Americas countries; -48- Table of Contents • South America : Argentina, Bolivia, Brazil, Chile, Paraguay and Uruguay; • EMEA : Austria, Belgium, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Spain, Switzerland, the United Kingdom, Botswana, Ghana, Lesotho, Mozambique, Namibia, Nigeria, South Africa, Swaziland, Tanzania, Uganda and Zambia and other African, European and Middle East countries; • Asia Pacific : China, India, Japan, New Zealand, South Korea, Vietnam and other South Asian and Southeast Asian countries; and • Global Export and Holdings Companies .
The business segments and their corresponding countries are: • North America : the United States and Canada; • Middle Americas : the Caribbean, Colombia, the Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Panama, Peru and other Middle Americas countries; • South America : Argentina, Bolivia, Brazil, Chile, Paraguay and Uruguay; • EMEA : Austria, Belgium, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Spain, Switzerland, the United Kingdom, Botswana, Ghana, Lesotho, Mozambique, Namibia, Nigeria, South Africa, Swaziland, Tanzania, Uganda and Zambia and other African, European and Middle East countries; -47- Table of Contents • Asia Pacific : China, India, Japan, New Zealand, South Korea, Vietnam and other South Asian and Southeast Asian countries; and • Global Export and Holdings Companies .
In December 2016, we also completed the sale of our brewery located in Obregón, Sonora, México to Constellation Brands, Inc. for a sale price of approximately USD 600 million. • In October 2016, we completed our combination with SAB, valued at a gross purchase consideration of USD 114 billion.
In December 2016, we also completed the sale of our brewery located in Obregón, Sonora, México to Constellation Brands, Inc. for a sale price of approximately USD 600 million. • In 2016, we completed our combination with SAB, valued at a gross purchase consideration of USD 114 billion.
We have supply contracts with respect to most packaging materials as well as our own production capacity as outlined below in “—Production Facilities.” The choice of packaging materials varies by cost and availability in different regions, as well as consumer preferences and the image of each brand.
We have supply contracts with respect to most packaging materials as well as our own production capacity as outlined below in “—Production Facilities.” The choice of packaging materials varies by cost and availability in different regions, as well as consumer preferences and the image and segment of each brand.
We granted Constellation Brands, Inc. the exclusive license for Corona beer, Modelo Especial, and certain other Grupo Modelo beer brands, including Pacifico, Negra Modelo and Victoria, in the 50 states of the United States, the District of Columbia and Guam.
We have granted Constellation Brands, Inc. the exclusive license for Corona beer, Modelo Especial, and certain other Grupo Modelo beer brands, including Pacifico, Negra Modelo and Victoria, in the 50 states of the United States, the District of Columbia and Guam.
Digital Transformation and New Businesses We aim to elevate our relationships with customers and consumers through new technology capabilities that have the potential to create significant value for our business and accelerate the category globally.
Digital Transformation We aim to elevate our relationships with customers and consumers through new technology capabilities that have the potential to create significant value for our business and accelerate the category globally.
Cerrada de Palomas 22, 6th Floor, Reforma Social Miguel Hidalgo 11650 Mexico City, Mexico Mexico 100 % 100 % ABI SAB Group Holding Limited Bureau, 90 Fetter Lane London EC4A 1EN, United Kingdom United Kingdom 100 % 100 % For a more comprehensive list of our most important financing and operating subsidiaries, see note 34 of our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024.
Cerrada de Palomas 22, 6th Floor, Reforma Social Miguel Hidalgo 11650 Mexico City, Mexico Mexico 100 % 100 % ABI SAB Group Holding Limited Bureau, 90 Fetter Lane London EC4A 1EN, United Kingdom United Kingdom 100 % 100 % For a more comprehensive list of our most important financing and operating subsidiaries, see note 34 of our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025.
Our no-alcohol beer brands are now available in 17 of our top 20 markets, while low-alcohol beer brands are now available in 12 of these markets. We are furthering this effort by featuring Corona Cero, our fast-growing zero alcohol beer brand, becoming the first-ever global beer sponsor of Olympics and Paralympic Games. For further details please see “Item 4.
Our no-alcohol beer brands are now available in 19 of our top 20 markets, while low-alcohol beer brands are now available in 12 of these markets. We are furthering this effort by featuring Corona Cero, our fast-growing zero alcohol beer brand, becoming the first-ever global beer sponsor of Olympics and Paralympic Games. For further details please see “Item 4.
All states also levy excise taxes on alcoholic beverages. Proposals have been made to increase excise taxes in some states. Every year, several countries introduce proposals to increase beer excise taxes. Rising excise duties can drive up our pricing to the consumer, which in turn could have a negative impact on our results of operations. See “Item 3. Key Information—D.
All states also levy excise taxes on alcohol beverages. Proposals have been made to increase excise taxes in some states. Every year, several countries introduce proposals to increase beer excise taxes. Rising excise duties can drive up our pricing to the consumer, which in turn could have a negative impact on our results of operations. See “Item 3. Key Information—D.
On an individual country basis, our principal markets, during the year ended 31 December 2024, in alphabetical order, were Argentina, Belgium, Brazil, Canada, China, Colombia, Ecuador, Mexico, Nigeria, Peru, South Africa, South Korea and the United States, with each market having its own dynamics and consumer preferences and trends.
On an individual country basis, our principal markets, during the year ended 31 December 2025, in alphabetical order, were Argentina, Belgium, Brazil, Canada, China, Colombia, Ecuador, Mexico, Nigeria, Peru, South Africa, South Korea and the United States, with each market having its own dynamics and consumer preferences and trends.
The number and amount of dividends payable to us by our operating subsidiaries is, in certain countries, subject to exchange control restrictions of the respective jurisdictions where those subsidiaries are organized and operate. See also “Item 5. Operating and Financial Review—H. Liquidity and Capital Resources—Transfers from Subsidiaries” and “Item 3. Key Information—D.
The frequency and amount of dividends payable to us by our operating subsidiaries is, in certain countries, subject to exchange control restrictions of the respective jurisdictions where those subsidiaries are organized and operate. See also “Item 5. Operating and Financial Review—H. Liquidity and Capital Resources—Transfers from Subsidiaries” and “Item 3. Key Information—D.
Risk Factors—We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.” Iran-Related Required Disclosure The Iran Threat Reduction and Syria Human Rights Act of 2012 requires disclosure of certain activities relating to Iran by AB InBev or its affiliates that occurred during our 2024 fiscal year.
Risk Factors—We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.” Iran-Related Required Disclosure The Iran Threat Reduction and Syria Human Rights Act of 2012 requires disclosure of certain activities relating to Iran by AB InBev or its affiliates that occurred during our 2025 fiscal year.
Our brand portfolio – its enduring bonds with consumers and its partnerships with customers – are our most important assets. We invest in our brands to create a long-term sustainable competitive advantage by seeking to meet the beverage needs of consumers around the world and to develop leading brand positions in every market in which we operate.
Our brand portfolio – its enduring bonds with consumers and its partnerships with customers – are our most important assets. We invest in our brands with an aim to create a long-term sustainable competitive advantage by seeking to meet the beverage needs of consumers around the world and to develop leading brand positions in every market in which we operate.
ITEM 4. INFORMATION ON THE COMPANY A. HISTORY AND DEVELOPMENT OF THE COMPANY We are the world’s largest brewer by volume and one of the world’s top ten consumer products companies by revenue. As a consumer-focused, insights-driven company, we produce, market, distribute and sell a diversified portfolio of well over 500 beer and other malt beverage brands.
ITEM 4. INFORMATION ON THE COMPANY A. HISTORY AND DEVELOPMENT OF THE COMPANY We are the world’s largest brewer by volume and one of the world’s top ten consumer products companies by revenue. As a consumer-focused, insights-driven company, we produce, market, distribute and sell a diversified portfolio of well over 400 beer and other malt beverage brands.
In 2024, eight of our brands – Budweiser, Brahma, Bud Light, Corona, Michelob ULTRA, Modelo, Skol, Stella Artois – were ranked among the Global top ten most valuable beer brands by Kantar BrandZ ™ . We aim to lead and grow the beer category with an emphasis on our portfolio of megabrands.
In 2025, eight of our brands – Budweiser, Brahma, Bud Light, Corona, Michelob ULTRA, Modelo, Skol, Stella Artois – were ranked among the Global top ten most valuable beer brands by Kantar BrandZ ™ . We aim to lead and grow the beer category with an emphasis on our portfolio of megabrands.
We are dreaming big to create a future with more cheers by aiming to drive category leadership and growth of our industry, reach more consumers on more occasions with our strong brand portfolio and innovation pipeline, use data and technology to connect with our customers and consumers, advance sustainability and make a positive impact in our local communities.
We are dreaming big to create a future with more cheers by aiming to drive category leadership and growth of our industry, reach more consumers on more occasions with our strong brand portfolio and innovation pipeline, use data and technology to connect with our customers and consumers and make a positive impact in our local communities.
Developed markets represented approximately 35% of our 2024 revenue and developing markets represented 65% of our 2024 revenue. Our developing markets include Argentina, Bolivia, Botswana, Brazil, Chile, China, Colombia, Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, India, Mexico, Mozambique, Nigeria, Panama, Paraguay, Peru, South Africa, Tanzania, Uganda, Uruguay, Vietnam and Zambia.
Developed markets represented approximately 35% of our 2025 revenue and developing markets represented 65% of our 2025 revenue. Our developing markets include Argentina, Bolivia, Botswana, Brazil, Chile, China, Colombia, Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, India, Mexico, Mozambique, Nigeria, Panama, Paraguay, Peru, South Africa, Tanzania, Uganda, Uruguay, Vietnam and Zambia.
BEES Marketplace uses two partnership models: in the first model, we buy and sell third-party products using our existing physical and digital assets, while the second model allows suppliers to transform their own route-to-market by integrating services provided by BEES into their existing B2B processes.
BEES Marketplace uses two partnership models: in the first model, we buy and sell third-party products using our existing physical and digital assets, while the second model allows other suppliers to transform their own route-to-market by integrating technology and services provided by BEES into their existing B2B processes.
With consumers comparing products and experiences offered across very different beverage categories and the choice of beverages increasing, our R&D efforts also require an understanding of the strengths and weaknesses of other beverage categories, spotting opportunities for beer and malt beverages and developing consumer solutions (products) that better address consumer needs and deliver better experiences.
With consumers comparing products and experiences offered across very different beverage categories and the choice of beverages increasing, our R&D efforts also require an understanding of the strengths and weaknesses of other beverage categories, spotting opportunities for beer and other alcohol beverages and developing consumer solutions (products) that better address consumer needs and deliver better experiences.
These include brands with significant international distribution, such as Budweiser, Corona (except in the United States), Stella Artois, Michelob ULTRA, Beck’s, Leffe and Hoegaarden; and brands primarily distributed to local markets such as Bud Light in the United States, -30- Table of Contents Modelo Especial, Victoria and Pacifico in Mexico; Skol, Brahma and Antarctica in Brazil; Aguila and Poker in Colombia; Cristal and Pilsen Callao in Peru; Quilmes in Argentina; Jupiler in Belgium and the Netherlands; Franziskaner in Germany; Carling Black Label, Castle Lager, Castle Lite and Hansa Pilsener in South Africa; Hero and Trophy in Nigeria; Safari and Kilimanjaro in Tanzania; Harbin and Sedrin in China; and Cass in South Korea.
These include brands with significant international distribution, such as Budweiser, Corona (except in the United States), Stella Artois, Michelob ULTRA, Beck’s, Leffe and Hoegaarden; and brands primarily distributed to local markets such as Bud Light in the United States, Modelo Especial, Victoria and Pacifico in Mexico; Skol, Brahma and Antarctica in Brazil; Aguila and Poker in Colombia; Cristal and Pilsen Callao in Peru; Quilmes in Argentina; Jupiler in Belgium and the Netherlands; Franziskaner in Germany; Carling Black Label, Castle Lager, Castle Lite and Hansa Pilsener in South Africa; Hero and Trophy in Nigeria; Safari and Kilimanjaro in Tanzania; Harbin and Sedrin in China; and Cass in South Korea.
We believe that the regulatory environment in most countries in which we operate is becoming increasingly stringent with respect to health issues and expect this trend to continue. The distribution of our beer and other alcoholic beverage products may also be regulated.
We believe that the regulatory environment in most countries in which we operate is becoming increasingly stringent with respect to health issues and expect this trend to continue. The distribution of our beer and other alcohol beverage products may also be regulated.
PRINCIPAL ACTIVITIES AND PRODUCTS We produce, market, distribute and sell a portfolio of well over 500 beer and malt beverage brands. We have a global footprint with a balanced exposure to developed and developing markets and production facilities spread across our regions.
PRINCIPAL ACTIVITIES AND PRODUCTS We produce, market, distribute and sell a portfolio of well over 400 beer and malt beverage brands. We have a global footprint with a balanced exposure to developed and developing markets and production facilities spread across our regions.
License agreements entered into by us may grant the right to third-party licensees to manufacture, package, sell and market one or several of our brands in a particular assigned territory under strict rules and technical requirements.
Licensing agreements entered into by us may grant the right to third-party licensees to manufacture, package, sell and market one or several of our brands in a particular assigned territory under strict rules and technical requirements.
Our patent portfolio is carefully built to gain a competitive advantage and support our innovation and other intellectual assets. We currently have more than 160 pending and granted patent families, each of which covers one or more technological inventions.
Our patent portfolio is carefully built to gain a competitive advantage and support our innovation and other intellectual assets. We currently have approximately 160 pending and granted patent families, each of which covers one or more technological inventions.
We maintain a comprehensive approach to insurable risk, which is mainly divided in two general categories: -60- Table of Contents • Assets: a combination of self-insurance and insurance is used to cover our physical properties and business interruption; and • Liabilities: a combination of self-insurance and insurance is used to cover losses due to damages caused to third parties; for executive risks (risks related to our board and management); and automobile insurance (which is required by law in most jurisdictions).
We maintain a comprehensive approach to insurable risk, which is mainly divided in two general categories: • Assets: a combination of self-insurance and insurance is used to cover our physical properties and business interruption; and • Liabilities: a combination of self-insurance and insurance is used to cover losses due to damages caused to third parties; for executive risks (risks related to our board and management); and automobile insurance (which is required by law in most jurisdictions).
Quantitative and Qualitative Disclosures About Market Risk—Market Risk, Hedging and Financial Instruments” and note 27 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024, for further details on commodities hedging.
Quantitative and Qualitative Disclosures About Market Risk—Market Risk, Hedging and Financial Instruments” and note 27 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025, for further details on commodities hedging.
We leverage the scale of our global footprint to connect with consumers through our global megaplatforms by replicating successful brand initiatives, market programs and best practices across multiple geographic markets. Strong consumer insights-driven brand development capabilities As a consumer-focused, insights-driven company, we continuously strive to understand the values, lifestyles and preferences of today’s consumers.
We leverage the scale of our global footprint to connect with consumers through our global megaplatforms by replicating successful brand initiatives, market programs and best practices across multiple geographic markets. -34- Table of Contents Strong consumer insights-driven brand development capabilities As a consumer-focused, insights-driven company, we continuously strive to understand the values, lifestyles and preferences of today’s consumers.
Results of Operations—Year Ended 31 December 2024 Compared to the Year Ended 31 December 2023—Revenue” of this Form 20-F and “Item 5. Operating and Financial Review—E. Results of Operations—Year Ended 31 December 2023 Compared to the Year Ended 31 December 2022—Revenue” of our Annual Report on Form 20-F for the fiscal year ended 31 December 2023.
Results of Operations—Year Ended 31 December 2025 Compared to the Year Ended 31 December 2024—Revenue” of this Form 20-F and “Item 5. Operating and Financial Review—E. Results of Operations—Year Ended 31 December 2024 Compared to the Year Ended 31 December 2023—Revenue” of our Annual Report on Form 20-F for the fiscal year ended 31 December 2024.
If we violate applicable federal or state alcoholic beverage laws, we could be subject to a variety of sanctions, including fines, equitable relief and suspension or permanent revocation of our licenses to brew or sell our products.
If we violate applicable federal or state alcohol beverage laws, we could be subject to a variety of sanctions, including fines, equitable relief and suspension or permanent revocation of our licenses to brew or sell our products.
In addition, in connection with our previous acquisitions, various regulatory authorities have previously imposed conditions with which we are required to comply.” In many jurisdictions, excise and other indirect duties, including legislation regarding minimum alcohol pricing, make up a substantial proportion of the cost of beer charged to customers.
In addition, in connection with our previous acquisitions, various regulatory authorities have previously imposed conditions with which we are required to comply.” -58- Table of Contents In many jurisdictions, excise and other indirect duties, including legislation regarding minimum alcohol pricing, make up a substantial proportion of the cost of beer charged to customers.
To promote inclusive growth and improve livelihoods in the communities we are part of, we also support the farmers and small retailers in our value chain to help them be more productive. 2025 Sustainability Goals We are contributing to the United Nations Sustainable Development Goals and broader global sustainable development agenda while building resilient supply chains, productive communities and a healthier environment.
To promote inclusive growth and improve livelihoods in the communities we are part of, we also support the farmers and small retailers in our value chain to help them be more productive. 2025 Sustainability Goals We aim to contribute to the United Nations Sustainable Development Goals and broader global sustainable development agenda while building resilient supply chains, productive communities and a healthier environment.
This happens directly, for example, by way of key customer account management, and indirectly, by way of wholesaler excellence programs. -54- Table of Contents 8. LICENSING In some markets, we may enter into license agreements or, alternatively, international distribution and/or importation agreements, depending on the best strategic fit for each particular market.
This happens directly, for example, by way of key customer account management, and indirectly, by way of wholesaler excellence programs. -53- Table of Contents 8. LICENSING In some markets, we may enter into licensing agreements or, alternatively, international distribution and/or importation agreements, depending on the best strategic fit for each particular market.
Maturation varies by type of beer and can take as long as three weeks, and then the beer is ready for packaging in kegs, cans or bottles. Raw Materials and Packaging The main raw materials used in our beer and other alcoholic malt beverage production are malted barley, rice, corn, hops, yeast and water.
Maturation varies by type of beer and can take as long as three weeks, and then the beer is ready for packaging in kegs, cans or bottles. Raw Materials and Packaging The main raw materials used in our beer and other malt-based alcohol beverage production are malted barley, rice, corn, hops, yeast and water.
INTELLECTUAL PROPERTY; INNOVATION; RESEARCH AND DEVELOPMENT Innovation is one of the key factors enabling us to achieve our strategy. We seek to combine technological know-how with market understanding to develop a healthy innovation pipeline in terms of production process, product and packaging features as well as branding strategy.
Licensing” above). 10. INTELLECTUAL PROPERTY; INNOVATION; RESEARCH AND DEVELOPMENT Innovation is one of the key factors enabling us to achieve our strategy. We seek to combine technological know-how with market understanding to develop a healthy innovation pipeline in terms of production process, product and packaging features as well as branding strategy.
Contractual Obligations and Contingencies—Contractual Obligations.” We also sell various brands, including Budweiser, by exporting from our license partners’ breweries to other countries. • The Corona beer brand is perpetually licensed to a subsidiary of Constellation Brands, Inc. for marketing and sales in 50 states of the United States, the District of Columbia and Guam. • Aguila, Castle Lager, Cusqueña, Cristal, Redd’s and certain other brands are perpetually licensed to Molson Coors Brewing Company in the 50 states of the United States, the District of Columbia and Puerto Rico.
We also sell various brands, including Budweiser, by exporting from our license partners’ breweries to other countries. • The Corona beer brand is perpetually licensed to a subsidiary of Constellation Brands, Inc. for marketing and sales in 50 states of the United States, the District of Columbia and Guam. • Aguila, Castle Lager, Cusqueña, Cristal, Redd’s and certain other brands are perpetually licensed to Molson Coors Brewing Company in the 50 states of the United States, the District of Columbia and Puerto Rico.
This includes launching new liquids, new packaging and new dispensing systems that deliver better performance, both for the consumer and in terms of financial results, by increasing our competitiveness in the relevant markets.
This includes launching new products, new packaging and new dispensing systems that deliver better performance, both for the consumer and in terms of financial results, by increasing our competitiveness in the relevant markets.
Corona is available in almost 130 countries and was ranked as the most valuable brand in the Brand Finance Alcoholic Drinks 2024 report and also the most valuable beer brand worldwide according to Kantar BrandZ ™ .
Corona is available in almost 130 countries and was ranked as the most valuable brand in the Brand Finance Alcoholic Drinks 2025 report and also the most valuable beer brand worldwide according to Kantar BrandZ ™ .
We review our focus markets for distribution and licensing agreements on an annual basis. The distribution of beer, other alcoholic beverages and non-beer drinks varies from country to country and from region to region.
We review our focus markets for distribution and licensing agreements on an annual basis. The distribution of beer, other alcohol beverages and non-beer drinks varies from country to country and from region to region.
In the United States, both federal and state laws generally prohibit us from providing anything of value to retailers, including paying slotting fees or (subject to exceptions) holding ownership interests in retailers. Some states prohibit us from being licensed as a wholesaler for our products.
In the United States, both federal and state laws generally prohibit us from providing anything of value to retailers in respect of our alcohol products, including paying slotting fees or (subject to exceptions) holding ownership interests in such retailers. Some states prohibit us from being licensed as a wholesaler for our products.
In 1717, Sébastien Artois, master brewer of Den Hoorn, took over the brewery and renamed it Sébastien Artois. In 1987, the two largest breweries in Belgium merged: Brouwerijen Artois NV, located in Leuven, and Brasserie Piedboeuf SA, founded in 1853 and located in Jupille, resulting in the formation of Interbrew S.A.
In 1717, Sébastien Artois, master brewer of Den Hoorn, took over the brewery and renamed it Sébastien Artois. In 1987, the two largest breweries in Belgium merged: Brouwerijen Artois NV, located in Leuven, and Brasserie Piedboeuf SA, founded in 1853 and located in Jupille, resulting in the formation of -30- Table of Contents Interbrew S.A.
We believe that the regulatory climate in most countries in which we do business is becoming increasingly strict with respect to environmental issues and expect this trend to continue in the future. Achieving compliance with applicable environmental standards and legislation may require plant modifications and capital expenditures.
We believe that the regulatory climate in certain countries in which we do business is becoming increasingly strict with respect to environmental issues and expect this trend to continue in the future in such countries. Achieving compliance with applicable environmental standards and legislation may require plant modifications and capital expenditures.
In many jurisdictions, excise taxes make up a large proportion of the cost of beer charged to our customers (see “Item 5. Operating and Financial Review—A. Key Factors Affecting Results of Operations—Excise Taxes”). For a discussion of changes in revenue, see “Item 5. Operating and Financial Review—E.
In many jurisdictions, excise taxes make up a large proportion of the cost of beer charged to our customers (see “Item 5. Operating and Financial Review—A. Key Factors Affecting Results of Operations—Excise Taxes”). -41- Table of Contents For a discussion of changes in revenue, see “Item 5. Operating and Financial Review—E.
Other Busch family brands include Busch Beer, Busch Light Peach, Busch Ice and Busch NA. Middle Americas • Modelo Especial is a full-flavored pilsner beer brewed with premium two-row barley malt for a slightly sweet, well-balanced taste with a light hop character and crisp finish.
Other Busch family brands include Busch Beer, Busch Light Apple, Busch Light Lime, Busch Ice and Busch NA. Middle Americas • Modelo Especial is a full-flavored pilsner beer brewed with premium two-row barley malt for a slightly sweet, well-balanced taste with a light hop character and crisp finish.
The framework creates a common set of goals and a suite of agronomic practices and implementation strategies that our teams can tailor for the local context. -63- Table of Contents Watershed Protection In 2024, we continued working to scale our water stewardship efforts by driving water efficiency in our operations and by engaging in watershed protection measures in partnership with local stakeholders, especially in high-water-stress areas.
The framework creates a common set of goals and a suite of agronomic practices and implementation strategies that our teams can tailor for the local context. -62- Table of Contents Watershed Protection In 2025, we continued working to scale our water stewardship efforts by driving water efficiency in our operations and by engaging in watershed protection measures in partnership with local stakeholders, especially in high-water-stress areas.
For example, in 2024, we invested in additional brewing, packaging and distribution capacities in multiple countries including Brazil, Colombia, Honduras, Mexico, South Africa, the United States and others to meet our future demand expectations in these countries or for export volumes.
For example, in 2025, we invested in additional brewing, packaging, and distribution capacities in multiple countries including Brazil, Colombia, Honduras, India, Mexico, South Africa, the United States and others to meet our future demand expectations in these countries or for export volumes.
Our patents may relate, for example, to brewing processes, improvements in production of fermented malt-based beverages, treatments for improved beer flavor stability, non-alcoholic beer development, filtration processes, beverage-dispensing systems and devices, can manufacturing processes, beer packaging or novel uses for brewing materials and disruptive technologies. We license in limited technology from third parties.
Our patents may relate, for example, to brewing processes, improvements in production of fermented malt-based beverages, treatments for improved beer flavor stability, no-alcohol beer development, filtration processes, beverage-dispensing systems and devices, can manufacturing processes, beer packaging or novel uses for brewing materials and disruptive technologies. We license in limited technology from third parties.
Rua Dr. Renato Paes de Barros 1017 3° Andar Itaim Bibi São Paulo, Brazil Brazil 61.74 % 61.74 % Budweiser Brewing Company APAC Limited Suite 2701, Hysan Place 500 Hennessy Road, Causeway Bay Hong Kong SAR, China Cayman Islands 87.22 % 87.22 % Cervecería Modelo de México, S. de R.L. de C.V.
Renato Paes de Barros 1017 3° Andar Itaim Bibi São Paulo, Brazil Brazil 61.73 % 61.73 % Budweiser Brewing Company APAC Limited Suite 2701, Hysan Place 500 Hennessy Road, Causeway Bay Hong Kong SAR, China Cayman Islands 87.22 % 87.22 % Cervecería Modelo de México, S. de R.L. de C.V.
Our innovation strategy is translated into our R&D priorities, which consist of breakthrough innovation, incremental innovation and renovation (that is, updates and enhancements of existing products and packages). The main goal for -57- Table of Contents the innovation process is to provide consumers with better products and experiences.
Our innovation strategy is translated into our R&D priorities, which consist of breakthrough innovation, incremental innovation and renovation (that is, updates and enhancements of existing products and packages). The main goal for the innovation process is to provide consumers with better products and experiences.
This requires understanding consumer emotions and expectations. Sensory experience, premiumization, convenience, sustainability and design are all central to our R&D efforts. R&D in process optimization is primarily aimed at quality improvement, capacity increase (plant debottlenecking and addressing volume issues, while minimizing capital expenditure) and improving efficiency.
This requires understanding consumer emotions and expectations. Sensory experience, premiumization, convenience, sustainability and design are all central to our R&D efforts. -56- Table of Contents R&D in process optimization is primarily aimed at quality improvement, capacity increase (plant debottlenecking and addressing volume issues, while minimizing capital expenditure) and improving efficiency.
Therefore, today’s leading international brewers have significantly more diversified operations and have established leading positions in a number of international markets. -49- Table of Contents We have participated in this consolidation trend and grown our international footprint through a series of mergers and acquisitions, described in “—A.
Therefore, today’s leading international brewers have significantly more diversified operations and have established leading positions in a number of international markets. We have participated in this consolidation trend and grown our international footprint through a series of mergers and acquisitions, described in “—A.
We are committed to expanding our portfolio of no-alcohol and lower-alcohol products (which we define as 3.5% ABV or below) to give consumers more choice and promote moderation and responsible drinking worldwide. We have expanded our no- and low-alcohol beer portfolio from 26 to 60 brands over the last five years.
We are committed to expanding our portfolio of no-alcohol and lower-alcohol products (which we define as 3.5% ABV or below) to give consumers more choice and promote moderation and responsible drinking worldwide. We have expanded our no- and low-alcohol beer portfolio from 26 to 80 brands over the last six years.
We also undertook certain divestitures, with the goal of proactively addressing potential regulatory considerations regarding the combination with SAB. • On 30 March 2018, we combined our Russia and Ukraine businesses with those of Anadolu Efes through the creation of a new company called AB InBev Efes, which was fully consolidated into Anadolu Efes.
We also undertook certain divestitures, with the goal of proactively addressing potential regulatory considerations regarding the combination with SAB. • In 2018, we combined our Russia and Ukraine businesses with those of Anadolu Efes through the creation of a new company called AB InBev Efes, which was fully consolidated into Anadolu Efes.
On the basis of quality and price, beer can be differentiated into the following categories: • Above core brands (core plus, premium and super premium); • Core brands; and • Value, discount or sub-premium brands. Our brands are positioned across all of these categories.
On the basis of quality and price, beer can be differentiated into the following categories: • Above core brands (core plus, premium and super premium); • Core brands; and • Value, discount or sub-premium brands. -42- Table of Contents Our brands are positioned across all of these categories.
Local production also helps us to reduce, although it does not eliminate, our exposure to currency movements. We are developing our business through a strong portfolio strategy focused on category expansion and premiumization. Our diverse geographic footprint spans nearly 50 countries worldwide.
Local production also helps us to reduce, although it does not eliminate, our exposure to currency movements. We are developing our business through a strong portfolio strategy focused on category expansion and premiumization. Our diverse geographic footprint spans over 40 countries worldwide.
Please see “—Strengths—Strong brand portfolio with global, multi-country and local brands”, “Strengths—Strong consumer insights-driven brand development capabilities, “—2. Principal Activities and Products—Beer and Beyond Beer” and “—2. Principal Activities and Products—Non-Beer” below for further details regarding category growth in 2024.
Please see “—Strengths—Strong brand portfolio with global, multi-country and local brands”, “Strengths—Strong consumer insights-driven brand development capabilities, “—2. Principal Activities and Products—Beer” and “—2. Principal Activities and Products—Non-Beer” below for further details regarding category growth in 2025.
Operating and Financial Review—A. Key Factors Affecting Results of Operations—Governmental Regulations.” -58- Table of Contents Production, advertising, marketing and sales of alcoholic beverages are subject to various restrictions around the world, often based on health considerations.
Operating and Financial Review—A. Key Factors Affecting Results of Operations—Governmental Regulations.” -57- Table of Contents Production, advertising, marketing and sales of alcohol beverages are subject to various restrictions around the world, often based on health considerations.
As of 31 December 2024, we had a 61.7% voting and economic interest in Ambev. -31- Table of Contents • In July 2008, InBev combined with Anheuser-Busch Companies by way of an offer for USD 54.8 billion, as a result of which we changed our name to Anheuser-Busch InBev SA/NV. • In 2013, we announced the completion of our combination with Grupo Modelo in a transaction valued at USD 20.1 billion, following which we owned approximately 95% of Grupo Modelo’s outstanding shares.
As of 31 December 2025, we had a 61.73% voting and economic interest in Ambev. • In 2008, InBev combined with Anheuser-Busch Companies by way of an offer for USD 54.8 billion, as a result of which we changed our name to Anheuser-Busch InBev SA/NV. • In 2013, we announced the completion of our combination with Grupo Modelo in a transaction valued at USD 20.1 billion, following which we owned approximately 95% of Grupo Modelo’s outstanding shares.
The table below sets out the main brands we sell in the markets listed below as of 31 December 2024.
The table below sets out the main brands we sell in the markets listed below as of 31 December 2025.
Budweiser was ranked as the second most valuable beer brand worldwide, according to the Kantar BrandZ ™ 2024 report, and furthered its legacy and connection with music culture, sponsoring the Freedom Stage at Tomorrowland Belgium and the Bruno Mars tour in Brazil. • Corona is the best-selling Mexican beer in the world and the leading beer brand in Mexico.
Budweiser was ranked as the second most valuable beer brand worldwide, according to the Kantar BrandZ ™ 2025 report, and furthered its legacy and connection with music culture, sponsoring the Freedom Stage at Tomorrowland Belgium and the Maroon 5 tour in Brazil. • Corona is the best-selling Mexican beer in the world and the leading beer brand in Mexico.
Since 1 January 2019, we have reported our results under the following five regions: North America, Middle Americas, South America, EMEA and Asia Pacific. We also report the results of Global Export and Holding Companies, which includes our global headquarters and the export businesses, which have not been allocated to the regions.
We report our results under the following five regions: North America, Middle Americas, South America, EMEA and Asia Pacific. We also report the results of Global Export and Holding Companies, which includes our global headquarters and the export businesses, which have not been allocated to the regions.
Michelob ULTRA has just 95 calories and 2.5 carbs. It was the number one volume share gaining brand in the second half of 2024, according to Circana. This strong history of success has now been replicated in multiple international markets, including Canada, Mexico, Honduras, El Salvador, Chile, Brazil, Colombia, Argentina, Puerto Rico, China, South Korea, Paraguay, Panama and Guatemala.
Michelob ULTRA has just 95 calories and 2.5 carbs. It was the number one volume share gaining brand in the U.S. in 2025, according to Circana. This history of success has been replicated in multiple international markets, including Canada, Mexico, Honduras, El Salvador, Chile, Brazil, Colombia, Argentina, Puerto Rico, China, South Korea, Paraguay, Panama and Guatemala.
With well over 500 brands, of which 20 had an estimated turnover of over USD 1 billion in 2024, we believe our portfolio is the strongest in the industry.
With well over 400 brands, of which 20 had an estimated turnover of over USD 1 billion in 2025, we believe our portfolio is the strongest in the industry.
We primarily use our own proprietary yeast, which we grow in our facilities. In some regions, we import hops to obtain adequate quality and appropriate variety for flavor and aroma. We purchase certain raw material ingredients through the open market, and also establish contracts with suppliers.
We also use aluminum cansheet for the production of beverage cans and lids. We primarily use our own proprietary yeast, which we grow in our facilities. In some regions, we import hops to obtain adequate quality and appropriate variety for flavor and aroma. We purchase certain raw material ingredients through the open market, and establish contracts with suppliers.
On 23 October 2024, we announced that we and Anadolu Efes agreed that Anadolu Efes will acquire our interest in the Russian business and we will acquire the interest of Anadolu Efes in the Ukraine business. The transaction, including the purchase price and other terms, was subject to required regulatory and governmental approvals.
On 23 October 2024, we announced that we and Anadolu Efes agreed Anadolu Efes would acquire our interest in the Russian business and we would acquire the interest of Anadolu Efes in the Ukraine business. The transaction, including the purchase price and other terms, was subject to required regulatory and governmental approvals which were not obtained.
On 23 October 2024, we announced that we and Anadolu Efes agreed that Anadolu Efes will acquire our interest in the Russian business and we will acquire the interest of Anadolu Efes in the Ukraine business. The transaction, including the purchase price and other terms, was subject to required regulatory and governmental approvals.
On 23 October 2024, we announced that we and Anadolu Efes agreed Anadolu Efes would acquire our interest in the Russian business and we would acquire the interest of Anadolu Efes in the Ukraine business. The transaction, including the purchase price and other terms, was subject to required regulatory and governmental approvals which were not obtained.
In terms of revenue, our non-beer activities generated 11.8% of consolidated revenue in 2024 compared to 11.3% in 2023 and 10.8% in 2022, based on our actual historical financial information for these periods.
In terms of revenue, our non-beer activities generated 11% of consolidated revenue in 2025 compared to 10% in 2024 and 9% in 2023, based on our actual historical financial information for these periods.
On 30 December 2024, a Russian decree was issued which placed the AB InBev Efes Russian operations under temporary management. There can be no assurances on the outcome of the transaction. See “Item 3. Key Information—D.
On 30 December 2024, a Russian decree was issued which placed the AB InBev Efes Russian operations under temporary management. There can be no assurances on the status of our investment in AB InBev Efes. See “Item 3. Key Information—D.
We have a particular focus on core-to-above-core categories but are also present in the value category where the market structure in a particular country necessitates its presence. Our portfolio encompasses a range of pack and price combinations, making our products accessible for various occasions.
We have a particular focus on core-to-above-core categories but are also present in the value category where the market structure in a particular country necessitates its presence. Our portfolio encompasses a range of pack and price combinations, making our products accessible for various occasions. Our portfolio includes: International Distribution • Beck’s is renowned for uncompromising quality.
History and Development of the Company,” which include: • the acquisition of Beck’s in 2002; • the creation of InBev in 2004, through the combination of Interbrew and Ambev; • the combination with Anheuser-Busch Companies in November 2008; • the combination with Grupo Modelo in June 2013; and • the combination with SAB in October 2016.
History and Development of the Company,” which include: • the acquisition of Beck’s in 2002; • the creation of InBev in 2004, through the combination of Interbrew and Ambev; -48- Table of Contents • the combination with Anheuser-Busch Companies in 2008; • the combination with Grupo Modelo in 2013; and • the combination with SAB in 2016.
While we achieved an increase in operational renewable electricity each year over the past seven years, we do not anticipate reaching 100% operational renewable electricity by the end of 2025 due to current challenges such as the absence of needed local infrastructure and enabling regulatory frameworks.
While we achieved an increase in operational renewable electricity each year over the past eight years, we did not reach 100% operational renewable electricity by the end of 2025 due to current challenges such as the absence of needed local infrastructure and enabling regulatory frameworks.
Information on the Company—B. Business Overview—13. Social and Community Matters—Promoting Smart Drinking.” We have continued to expand our global portfolio of non-alcoholic beer. In 2024, we expanded the distribution of Corona Cero to over 45 markets. We offer Budweiser Zero, Bud Zero, Budweiser 0.0%, Beck’s NA, Corona Cero, and Stella Artois 0.0 in various markets.
Information on the Company—B. Business Overview—13. Social and Community Matters—Promoting Smart Drinking.” -45- Table of Contents We have continued to expand our global portfolio of no-alcohol beer. In 2025, we expanded the distribution of Corona Cero to over 70 markets. We offer Budweiser Zero, Bud Zero, Budweiser 0.0%, Beck’s NA, Corona Cero, and Stella Artois 0.0 in various markets.
Victoria was produced for the first time in 1865, making Victoria Grupo Modelo’s oldest beer brand. • Aguila is a classic Colombian lager beer with a balanced and refreshing flavor that was first brewed in 1913. -44- Table of Contents • Pilsen, first brewed 150 years ago in Peru, is Peru’s leading beer.
Victoria was produced for the first time in 1865, making Victoria Grupo Modelo’s oldest beer brand. • Aguila is a classic Colombian lager beer with a balanced and refreshing flavor that was first brewed in 1913. • Pilsen Callao, first brewed 150 years ago in Peru.
For example, a brand like Stella Artois generally targets the above core category across the globe, while a brand like Skol targets the core segment in Brazil and Natural Light targets the sub-premium category in the United States.
For example, a brand like Stella Artois generally targets the above core category across the globe, while a brand like Skol targets the core segment in Brazil and Busch Light targets the below core category in the United States.
Risk Factors—Financial Risks—Our business, financial performance and results of operations have been, and may continue to be, adversely affected by the continuation and consequences of the ongoing conflict between Russia and Ukraine”, and note 16 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 included in this Form 20-F for further details regarding our investment in AB InBev Efes. • In connection with the listing of a minority stake of Budweiser APAC on the Hong Kong Stock Exchange, we have entered into a number of framework agreements granting Budweiser APAC (i) exclusive licenses to brew, import for sale, sell and distribute and (ii) non-exclusive licenses to advertise and promote our brands in APAC territories. -55- Table of Contents • Molson Coors Brewing Company has rights to brew and/or distribute, under license, Beck’s, Löwenbräu, Spaten and Stella Artois, in Albania, Bosnia and Herzegovina, Bulgaria, Croatia, the Czech Republic, Hungary, Kosovo, Macedonia, Moldova, Montenegro, Romania, Serbia, Slovakia and Slovenia. • The Budweiser, Corona Extra, Corona Ligera, Coronita Extra, Pacifico, Modelo Negra, Lowenbrau Original, Lowenbrau Oktoberfest, Hoegaarden, Spaten, Spaten Oktoberfest, Franziskaner Hefe-Weissbier Dunkel, Franziskaner Hefe-Weissbier, Leffe Blonde, Leffe Brune, Leffe Radieuse, Belle Vue Extra, Birra del Borgo and Goose Island brands are perpetually licensed to Carlton & United Breweries, a subsidiary of Asahi, in Australia. • The Stella Artois, Beck’s and Beck’s Vier brands are perpetually licensed to a subsidiary of Heineken in Australia. • In Europe, certain third parties have the right to brew and/or distribute some of our brands such as Mahou San Miguel in Spain (excluding the Canary Islands) and C&C in Scotland, Northern Ireland and Ireland.
Risk Factors—Financial Risks—Our business, financial performance and results of operations have been, and may continue to be, adversely affected by military conflicts and their related consequences” for further details regarding our investment in AB InBev Efes. • In connection with the listing of a minority stake of Budweiser APAC on the Hong Kong Stock Exchange, we have entered into a number of framework agreements granting Budweiser APAC (i) exclusive licenses to brew, import for sale, sell and distribute, and (ii) non-exclusive licenses to advertise and promote, our brands in APAC territories. • Molson Coors Brewing Company has rights to brew and/or distribute, under license, Beck’s, Löwenbräu, Spaten and Stella Artois, in Albania, Bosnia and Herzegovina, Bulgaria, Croatia, the Czech Republic, Hungary, Kosovo, Macedonia, Moldova, Montenegro, Romania, Serbia, Slovakia and Slovenia. -54- Table of Contents • The Budweiser, Corona Extra, Corona Ligera, Coronita Extra, Pacifico, Modelo Negra, Löwenbräu Original, Löwenbräu Oktoberfest, Hoegaarden, Spaten, Spaten Oktoberfest, Franziskaner Hefe-Weissbier Dunkel, Franziskaner Hefe-Weissbier, Leffe Blonde, Leffe Brune, Leffe Radieuse, Belle Vue Extra, Birra del Borgo and Goose Island brands are perpetually licensed to Carlton & United Breweries, a subsidiary of Asahi, in Australia. • The Stella Artois, Beck’s and Beck’s Vier brands are perpetually licensed to a subsidiary of Heineken in Australia. • In Europe, certain third parties have the right to brew and/or distribute some of our brands such as Mahou San Miguel in Spain (excluding the Canary Islands) and C&C in Scotland, Northern Ireland and Ireland.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

238 edited+41 added−43 removed159 unchanged
The net decrease resulted from the profit attributable to equity shareholders and the net foreign exchange loss on translation of foreign operations primarily related to the combined effect of the weakening of the closing rates of the Mexican peso, the Colombian Peso, and the Brazilian real which resulted in a net foreign exchange translation adjustment of USD 8,490 million as of 31 December 2024 (decrease of equity).
The net decrease resulted from the profit attributable to equity shareholders and the net foreign exchange loss on translation of foreign operations primarily related to the combined effect of the weakening of the closing rates of the Brazilian real, the Colombian Peso, and the Mexican peso which resulted in a net foreign exchange translation adjustment of USD 8,490 million as of 31 December 2024 (decrease of equity).
Consumer preferences may shift due to a variety of factors, including changes in demographics, changes in social trends, such as consumer health concerns, product attributes and ingredients, changes in travel, weather, vacation or leisure activity patterns, or negative publicity resulting from regulatory action, litigation, our sponsorship relations or campaigns, actions or statements by activists or other public figures.
Consumer preferences may shift due to a variety of factors, including changes in demographics, changes in social trends, such as consumer health concerns, product attributes and ingredients, changes in social habits, changes in travel, weather, vacation or leisure activity patterns, or negative publicity resulting from regulatory action, litigation, our sponsorship relations or campaigns, actions or statements by activists or other public figures.
Product Mix The results of our operations are substantially affected by our ability to build on our strong family of brands by relaunching or reinvigorating existing brands in current markets, launching existing brands in new markets and introducing brand extensions and packaging alternatives for our existing brands, as well as our ability to both acquire and develop innovative local products to respond to changing consumer preferences.
Product Mix The results of our operations are substantially affected by our ability to build on our strong family of brands by relaunching or reinvigorating existing brands in current markets, launching existing brands in new markets and introducing brand extensions and packaging alternatives for our existing brands, as well as our ability to both acquire and develop innovative products to respond to changing consumer preferences.
The components of shareholders’ equity are translated at historical rates. Exchange differences arising from the translation of shareholders’ equity into the reporting currency at year-end are taken to other comprehensive income (that is, in a translation reserve).
The components of shareholders’ equity are translated at historical rates. Exchange differences arising from the translation of shareholders’ equity into the reporting currency at year-end are taken to other comprehensive income (that is, in the translation reserve).
Non-cash items included in profit of the year include: depreciation, amortization and impairments, including impairment losses on goodwill, receivables and inventories; additions and reversals in provisions and employee benefits; losses and gains on sales of property, plant and equipment, intangible assets, subsidiaries and assets held for sale; equity share-based payment expenses; share of result of associates and joint ventures (including impairment); net finance expense; income tax expense and other non-cash items included in profit.
Non-cash items included in profit of the year include: depreciation, amortization and impairments, including impairment losses on goodwill, receivables and inventories; additions and reversals in provisions and employee benefits; losses and gains on sales of property, plant and equipment, intangible assets, subsidiaries and assets held for sale; equity share-based payment expenses; share of results of associates and joint ventures (including impairment); net finance expense; income tax expense and other non-cash items included in profit.
The Guarantees of a Subsidiary Guarantor will be terminated (and any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee) at substantially the same time that (i) the relevant Subsidiary Guarantor is released from its guarantee of both the SLL Revolving Facility (as defined below and as it may be amended from time to time) or is no longer a guarantor under such -109- Table of Contents facility and (ii) the aggregate amount of indebtedness for borrowed money for which the relevant Subsidiary Guarantor is an obligor (as a guarantor or borrower) does not exceed 10% of the consolidated gross assets of the Parent Guarantor as reflected in the balance sheet included in its most recent publicly released interim or annual consolidated financial statements.
The Guarantees of a Subsidiary Guarantor will be terminated (and any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee) at substantially the same time that (i) the relevant Subsidiary Guarantor is released from its guarantee of both the SLL Revolving Facility (as defined below and as it may be amended from time to time) or is no longer a guarantor under such facility and (ii) the aggregate amount of indebtedness for borrowed money for which the relevant Subsidiary Guarantor is an obligor (as a guarantor or borrower) does not exceed 10% of the consolidated gross assets of the Parent Guarantor as reflected in the balance sheet included in its most recent publicly released interim or annual consolidated financial statements.
(“ ABIWW ”) under Indentures dated as of October 16, 2009, December 16, 2016 and April 4, 2018, in each case among ABIWW, the Parent Guarantor, the subsidiary guarantors listed therein and the Bank of New York Mellon Trust Company, N.A, as trustee and (iii) Anheuser-Busch Companies, LLC (“ ABC ”) and ABIWW, as co-issuers, under the Indenture dated as of November 13, 2018, among ABC, ABIWW, the subsidiary guarantors listed therein and the Bank of New York Mellon Trust Company, N.A., as trustee, are, in each case, fully and unconditionally guaranteed by the Parent Guarantor and jointly and severally guaranteed by Brandbrew S.A., Brandbev S.à r.l. and Cobrew NV, and by ABC (in respect of debt issued by ABIFI and/or ABIWW (as sole issuer)), ABIWW (in respect of debt issued by ABIFI) and by ABIFI (in respect of debt issued by ABIWW and/or ABC) on a full and unconditional basis.
(“ ABIWW ”) under Indentures dated as of October 16, 2009, December 16, 2016 and April 4, 2018, in each case among ABIWW, the Parent Guarantor, the subsidiary guarantors listed therein and the Bank of New York Mellon Trust Company, N.A, as trustee and (iii) Anheuser-Busch Companies, LLC (“ ABC ”) and ABIWW, as co-issuers, under the Indenture dated as of November 13, 2018, among ABC, ABIWW, the subsidiary guarantors listed therein and the Bank of New York Mellon Trust -107- Table of Contents Company, N.A., as trustee, are, in each case, fully and unconditionally guaranteed by the Parent Guarantor and jointly and severally guaranteed by Brandbrew S.A., Brandbev S.à r.l. and Cobrew NV, and by ABC (in respect of debt issued by ABIFI and/or ABIWW (as sole issuer)), ABIWW (in respect of debt issued by ABIFI) and by ABIFI (in respect of debt issued by ABIWW and/or ABC) on a full and unconditional basis.
Results of Operations—Year Ended 31 December 2024 Compared to the Year Ended 31 December 2023—Volumes” for additional details. A central element of our strategy for achieving sustained profitable volume growth is our ability to anticipate changes in local economic conditions and their impact on consumer demand in order to achieve the optimal combination of pricing and sales volume.
Results of Operations—Year Ended 31 December 2025 Compared to the Year Ended 31 December 2024—Volumes” for additional details. A central element of our strategy for achieving sustained profitable volume growth is our ability to anticipate changes in local economic conditions and their impact on consumer demand in order to achieve the optimal combination of pricing and sales volume.
The size and timing of contributions will usually depend upon the performance of investment markets. Depending on the country and plan in question, the funding level will be monitored periodically and the contribution amount amended appropriately. Consequently, it is not possible to predict with any certainty the amounts that might become payable from 2025 onwards.
The size and timing of contributions will usually depend upon the performance of investment markets. Depending on the country and plan in question, the funding level will be monitored periodically and the contribution amount amended appropriately. Consequently, it is not possible to predict with any certainty the amounts that might become payable from 2026 onwards.
Furthermore, the obligations and liabilities of such Luxembourg Guarantor under its Guarantee and under any of the Other Guaranteed Facilities shall not include: (i) in the case of Brandbrew S.A., any obligation which, if incurred, would constitute a breach of the provisions on unlawful financial assistance as contained in article 430-19 (formerly article 49-6) of the Luxembourg Law on Commercial Companies dated 10 August 1915, as amended; and (ii) in the case of Brandbev S.à r.l., the guarantee of any amount if and to the extent the granting of such guarantee for such amounts would constitute unlawful financial assistance in violation of article 1500-7 (formerly article 168) of the Luxembourg Law on Commercial Companies dated 10 August 1915, as amended.
Furthermore, the obligations and liabilities of such Luxembourg Guarantor under its Guarantee and under any of the Other Guaranteed Facilities shall not include: -108- Table of Contents (i) in the case of Brandbrew S.A., any obligation which, if incurred, would constitute a breach of the provisions on unlawful financial assistance as contained in article 430-19 (formerly article 49-6) of the Luxembourg Law on Commercial Companies dated 10 August 1915, as amended; and (ii) in the case of Brandbev S.à r.l., the guarantee of any amount if and to the extent the granting of such guarantee for such amounts would constitute unlawful financial assistance in violation of article 1500-7 (formerly article 168) of the Luxembourg Law on Commercial Companies dated 10 August 1915, as amended.
Significant acquisitions, divestitures, investments, transfers of activities between business segments and other structural changes in the years ended 31 December 2024 and 2023 are described below. See also note 6 and note 8 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 included in this Form 20-F.
Significant acquisitions, divestitures, investments, transfers of activities between business segments and other structural changes in the years ended 31 December 2025 and 2024 are described below. See also note 6 and note 8 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025 included in this Form 20-F.
For additional information on tangible assets, goodwill, intangible assets, and impairments, see notes 8, 13, 14 and 15 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024. Pension and Other Post-Retirement Benefits We sponsor various post-employment benefit plans worldwide.
For additional information on tangible assets, goodwill, intangible assets, and impairments, see notes 8, 13, 14 and 15 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025. Pension and Other Post-Retirement Benefits We sponsor various post-employment benefit plans worldwide.
Our overriding objectives when managing capital resources are to safeguard the business as a going concern and to optimize our capital structure so as to maximize shareholder value while keeping the desired financial flexibility to execute strategic projects. -98- Table of Contents Our optimal capital structure remains a net debt to Normalized EBITDA ratio of around 2x.
Our overriding objectives when managing capital resources are to safeguard the business as a going concern and to optimize our capital structure so as to maximize shareholder value while keeping the desired financial flexibility to execute strategic projects. -97- Table of Contents Our optimal capital structure remains a net debt to Normalized EBITDA ratio of around 2x.
Risk Factors—Risks Relating to Our Business—We may not be able to obtain the necessary funding for our future capital or refinancing needs and may face financial risks due to our level of debt, uncertain market conditions and as a result of the potential downgrading of our credit ratings.” Most of our other interest-bearing loans and borrowings are for general corporate purposes, based upon strategic capital structure concerns, although certain borrowings were incurred to fund significant past acquisitions of subsidiaries.
Risk Factors—Risks Relating to Our Business—We may not be able to obtain the necessary funding for our future capital or refinancing needs and may face financial risks due to our level of debt, uncertain market conditions and as a result of the potential downgrading of our credit ratings.” -103- Table of Contents Most of our other interest-bearing loans and borrowings are for general corporate purposes, based upon strategic capital structure concerns, although certain borrowings were incurred to fund significant past acquisitions of subsidiaries.
We disclose material contingent liabilities unless the possibility of any loss arising is considered remote, and material contingent assets where the inflow of economic benefits is probable. We discuss our material contingencies in note 29 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024.
We disclose material contingent liabilities unless the possibility of any loss arising is considered remote, and material contingent assets where the inflow of economic benefits is probable. We discuss our material contingencies in note 29 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025.
To the extent that we believe that the realization of a contingency is possible (but not probable) and is above certain materiality thresholds, we have disclosed those items in note 29 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024. H.
To the extent that we believe that the realization of a contingency is possible (but not probable) and is above certain materiality thresholds, we have disclosed those items in note 29 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025. H.
We also have established a U.S. commercial paper program for an aggregate outstanding amount not exceeding USD 5.0 billion. As of 31 December 2024, we had no outstanding commercial paper under these programs. Our ability to borrow additional amounts under the programs is subject to investor demand.
We also have established a U.S. commercial paper program for an aggregate outstanding amount not exceeding USD 5.0 billion. As of 31 December 2025, we had no outstanding commercial paper under these programs. Our ability to borrow additional amounts under the programs is subject to investor demand.
Please refer to note 27 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024, and in particular to the discussions therein on “Liquidity Risk”, for more information regarding the maturity of our contractual obligations, including interest payments and derivative financial assets and liabilities.
Please refer to note 27 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025, and in particular to the discussions therein on “Liquidity Risk”, for more information regarding the maturity of our contractual obligations, including interest payments and derivative financial assets and liabilities.
The financial information and related discussion and analysis contained in this item are presented in U.S. dollars except as otherwise specified. Unless otherwise specified, the financial information analysis in this Form 20-F is based on our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024.
The financial information and related discussion and analysis contained in this item are presented in U.S. dollars except as otherwise specified. Unless otherwise specified, the financial information analysis in this Form 20-F is based on our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025.
Consolidated Financial Statements and Other Financial Information—Legal and Arbitration Proceedings” and in note 29 to our audited consolidated financial statements as of 31 December 2024 and 2023 and for the three years ended 31 December 2024, legal proceedings covering a wide range of matters are pending or threatened in various jurisdictions against us.
Consolidated Financial Statements and Other Financial Information—Legal and Arbitration Proceedings” and in note 29 to our audited consolidated financial statements as of 31 December 2025 and 2024 and for the three years ended 31 December 2025, legal proceedings covering a wide range of matters are pending or threatened in various jurisdictions against us.
Items excluded from Normalized EBITDA are our share of result of associates and joint ventures, profit from discontinued operations (if any), exceptional items, depreciation and amortization, impairment, financial charges and corporate income taxes, which management does not consider to be items that drive our underlying business performance.
Items excluded from Normalized EBITDA are our share of results of associates and joint ventures, profit from discontinued operations (if any), exceptional items, depreciation and amortization, impairment, financial charges and corporate income taxes, which management does not consider to be items that drive our underlying business performance.
Further details on equity movements can be found in our consolidated statement of changes in equity in our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024. Guarantor Financial Information The debt securities issued by (i) Anheuser-Busch InBev Finance Inc.
Further details on equity movements can be found in our consolidated statement of changes in equity in our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025. Guarantor Financial Information The debt securities issued by (i) Anheuser-Busch InBev Finance Inc.
SIGNIFICANT ACCOUNTING POLICIES For a summary of all of our significant accounting policies, see note 3 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 included in this Form 20-F. We believe that the following are our critical accounting policies.
SIGNIFICANT ACCOUNTING POLICIES For a summary of all of our significant accounting policies, see note 3 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025 included in this Form 20-F. We believe that the following are our critical accounting policies.
Subsequently, with effect from 8 September 2023, we exercised the second of our two options to further extend the maturity of the facility until February 2028 with total commitments of USD 9,750,000,000 for the period from February 2027 to February 2028. As of 31 December 2024, the facility was fully undrawn.
Subsequently, with effect from 8 September 2023, we exercised the second of our two options to further extend the maturity of the facility until February 2028 with total commitments of USD 9,750,000,000 for the period from February 2027 to February 2028. As of 31 December 2025, the facility was fully undrawn.
Net Debt and Equity We define net debt as non-current and current interest-bearing loans and borrowings plus bank overdrafts and minus cash and cash equivalents, interest-bearing loans granted and debt securities. Net debt is a financial performance indicator that is used by our management to highlight changes in our overall liquidity position.
Net Debt and Equity We define net debt as non-current and current interest-bearing loans and borrowings plus bank overdrafts and minus cash and cash equivalents, interest-bearing loans granted and debt securities. Net debt is a non-IFRS measure. Net debt is a financial performance indicator that is used by our management to highlight changes in our overall liquidity position.
ITEM 5. OPERATING AND FINANCIAL REVIEW The following is a review of our financial condition and results of operations as of 31 December 2024 and 2023, and for the three years ended 31 December 2024, and of the key factors that have affected or are expected to be likely to affect our ongoing and future operations.
ITEM 5. OPERATING AND FINANCIAL REVIEW The following is a review of our financial condition and results of operations as of 31 December 2025 and 2024, and for the three years ended 31 December 2025, and of the key factors that have affected or are expected to be likely to affect our ongoing and future operations.
Summary of Changes in Accounting Policies To the extent that new IFRS requirements are expected to be applicable in the future, they have not been applied in preparing our consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024.
Summary of Changes in Accounting Policies To the extent that new IFRS requirements are expected to be applicable in the future, they have not been applied in preparing our consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025.
Employee services received, and the corresponding increase in equity, are measured by reference to the fair value of the equity instruments as of the date of grant. Fair value of stock options is estimated by using the binomial Hull model on the date of grant based on certain assumptions. No stock options were granted in 2023 and 2024.
Employee services received, and the corresponding increase in equity, are measured by reference to the fair value of the equity instruments as of the date of grant. Fair value of stock options is estimated by using the binomial Hull model on the date of grant based on certain assumptions. No stock options were granted in 2024 and 2025.
Some limitations of Underlying EPS are: • Underlying EPS does not reflect items which are exceptional, and does not reflect items over which management has no control, such as the effects of hyperinflation in Argentina; • Underlying EPS does not reflect the impact of discontinued operations (if any); • Underlying EPS may not be comparable to other similarly titled measures of other companies because not all companies use identical calculations; and • The adjustments made in calculating Underlying EPS are those that management consider are not representative of the underlying operations of the company and therefore are subjective in nature.
Some limitations of Underlying EPS are: • Underlying EPS does not reflect items which are exceptional, and does not reflect items over which management has no control, such as the effects of hyperinflation in Argentina; -91- Table of Contents • Underlying EPS does not reflect the impact of discontinued operations (if any); • Underlying EPS may not be comparable to other similarly titled measures of other companies because not all companies use identical calculations; and • The adjustments made in calculating Underlying EPS are those that management consider are not representative of the underlying operations of the company and therefore are subjective in nature.
The main derivative instruments we use are foreign currency rate agreements, exchange-traded foreign currency futures, interest rate swaps and options, cross-currency interest rate swaps and forwards, exchange-traded interest rate futures, commodity swaps, exchange-traded commodity futures and equity swaps. Our policy prohibits the use of derivatives in the context of speculative trading. Derivative financial instruments are recognized initially at fair value.
The main derivative instruments we use are foreign exchange forwards, currency options, currency futures, interest rate swaps, cross currency interest rate swaps, commodity swaps, commodity futures and equity swaps. Our policy prohibits the use of derivatives in the context of speculative trading. Derivative financial instruments are recognized initially at fair value.
Items excluded from profit from operations, before exceptional items, are our share of result of associates and joint ventures, profit from discontinued operations (if any), exceptional items, financial charges and corporate income taxes, which management does not consider to be items that drive our underlying business performance.
Items excluded from profit from operations, before exceptional items, are our share of results of associates and joint ventures, profit from discontinued operations (if any), exceptional items, financial charges and corporate income taxes, which management does not consider to be items that drive our underlying business performance.
Please also refer to note 22 of our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024. Adjusted Free Cash Flow We define adjusted free cash flow as our cash flow from operating activities minus our net capital expenditure.
Please also refer to note 22 of our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025. Adjusted Free Cash Flow We define adjusted free cash flow as our cash flow from operating activities minus our net capital expenditure.
As at 31 December 2024, the following mergers and acquisitions (“ M&A ”) related commitments existed: • As part of the 2012 shareholders agreement between our subsidiary Ambev and E. León Jimenes S.A. (“ ELJ ”), following the acquisition of Cervecería Nacional Dominicana S.A.
As at 31 December 2025, the following mergers and acquisitions (“ M&A ”) related commitments existed: • As part of the 2012 shareholders agreement between our subsidiary Ambev and E. León Jimenes S.A. (“ ELJ ”), following the acquisition of Cervecería Nacional Dominicana S.A.
The plan is prepared per cash-generating unit and is based on external sources in respect of macro-economic assumptions, industry, inflation and foreign exchange rates, past experience and identified initiatives in terms of market share, revenue, variable and fixed cost, capital expenditure and working capital assumptions; • In order to calculate the terminal value, the company extrapolated the cash flows after the first ten-year period using expected annual long-term GDP growth rates based on external sources, or applied a market multiple after the first 5 years of the plan set at 12.5x.
The plan is prepared per cash-generating unit and is based on external sources in respect of macro-economic assumptions, industry, inflation and foreign exchange rates, past experience and identified initiatives in terms of market share, revenue, variable and fixed cost, capital expenditure and working capital assumptions; • In order to calculate the terminal value, the company extrapolated the cash flows after the first ten-year period using expected annual long-term GDP growth rates based on external sources or applied a market multiple after the first 5 years of the plan set at 10.8x.
For our definition of Normalized EBITDA, see “—E. Results of Operations—Year Ended 31 December 2024 Compared to the Year Ended 31 December 2023 —Normalized EBITDA.” We have also entered into certain financial instruments in order to mitigate interest rate risks.
For our definition of Normalized EBITDA, see “—E. Results of Operations—Year Ended 31 December 2025 Compared to the Year Ended 31 December 2024 —Normalized EBITDA.” We have also entered into certain financial instruments in order to mitigate interest rate risks.
Where the calculated amount of a defined benefit plan liability is negative (an asset), we recognize such asset to the extent that economic benefits are available to us either from refunds or reductions in future contributions. Assumptions used to value defined benefit liabilities are based on actual historical experience, plan demographics, external data regarding compensation and economic trends.
Where the calculated amount of a defined benefit plan liability is negative (an asset), we recognize such asset to the extent that economic benefits are available to us either from refunds or reductions in future contributions. -75- Table of Contents Assumptions used to value defined benefit liabilities are based on actual historical experience, plan demographics, external data regarding compensation and economic trends.
Economic Conditions and Pricing General economic conditions in the geographic regions in which we sell our products, such as the level of disposable income, the level of inflation, the rate of economic growth, the rate of unemployment, energy prices, interest rates, government policies including the implementation of global tariffs, exchange rates and currency devaluation or revaluation (including adverse transactional currency effects which may impact certain U.S. dollar-denominated products or services that could become more expensive in terms of local currencies due to the appreciation of the U.S. dollar), influence consumer confidence and consumer purchasing power.
Economic Conditions and Pricing General economic conditions in the geographic regions in which we sell our products, such as the level of disposable income, the level of inflation, the rate of economic growth, the rate of unemployment, energy prices, interest rates, government policies including the implementation of tariffs and other trade barriers, exchange rates and currency devaluation or revaluation (including adverse transactional currency effects which may impact certain U.S. dollar-denominated products or services that could become more expensive in terms of local currencies due to the appreciation of the U.S. dollar), influence consumer confidence and consumer purchasing power.
Information regarding our pension commitments and funding arrangements is described in our Significant Accounting Policies and in note 23 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024.
Information regarding our pension commitments and funding arrangements is described in our Significant Accounting Policies and in note 23 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025.
We expect net capital expenditure of between USD 3.5 and USD 4.0 billion in 2025. Investments and Disposals We regularly engage in acquisitions, divestitures and investments. We also engage in start-up or termination of activities and may transfer activities between business segments.
We expect net capital expenditure of between USD 3.5 and USD 4.0 billion in 2026. Investments and Disposals We regularly engage in acquisitions, divestitures and investments. We also engage in start-up or termination of activities and may transfer activities between business segments.
Key Factors Affecting Results of Operations—Acquisitions, Divestitures and Other Structural Changes” for further information on significant acquisitions, divestitures, investments, transfers of activities between business segments and other structural changes in the years ended 31 December 2024 and 2023.
Key Factors Affecting Results of Operations—Acquisitions, Divestitures and Other Structural Changes” for further information on significant acquisitions, divestitures, investments, transfers of activities between business segments and other structural changes in the years ended 31 December 2025 and 2024.
You should read the following discussion and analysis in conjunction with our audited consolidated financial statements and the accompanying notes included elsewhere in this Form 20-F. Some of the information contained in this discussion, including information with respect to our plans and strategies for our business and our expected sources of financing, contain forward-looking statements that involve risk and uncertainties.
You should read the following discussion and analysis in conjunction with our audited consolidated financial statements and the accompanying notes included elsewhere in this Form 20-F. -65- Table of Contents Some of the information contained in this discussion, including information with respect to our plans and strategies for our business and our expected sources of financing, contain forward-looking statements that involve risk and uncertainties.
Business and asset disposal (including impairment losses) Business and asset disposals (including impairment losses) amounted to a net gain of USD 183 million for the year ended 31 December 2024, mainly comprising of a gain of USD 437 million recognized upon the sale of our share in associate Ghost Beverages LLC, partially offset by impairment losses of intangible assets and other non-core assets sold in the period.
Business and asset disposals (including impairment losses) amounted to a net gain of USD 181 million for the year ended 31 December 2024, mainly comprising of a gain of USD 437 million recognized upon the sale of our share in associate Ghost Beverages LLC, partially offset by impairment losses of intangible assets and other non-core assets sold in the period.
Please refer to our consolidated cash flow statement in our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 for a more comprehensive overview of our cash flow from operating activities.
Please refer to our consolidated cash flow statement in our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025 for a more comprehensive overview of our cash flow from operating activities.
Strong, well-recognized brands that attract and retain consumers, for which consumers are willing to pay a premium, are critical to our efforts to maintain and increase market share and benefit from high margins. See “Item 4. Information on the Company—B. Business Overview—2. Principal Activities and Products—Beer” for further information regarding our brands.
Strong, well-recognized brands that attract and retain consumers, for which consumers are willing to pay a premium, are critical to our efforts to maintain and increase market share and benefit from high margins. See “Item 4. Information on the Company—B. Business Overview—2. Principal Activities and Products” for further information regarding our brands.
KEY FACTORS AFFECTING RESULTS OF OPERATIONS We consider economic conditions and pricing, raw material and transport prices, consumer preferences, our product mix, the effect of our distribution arrangements, acquisitions, divestitures and other structural changes, excise taxes, the effect of governmental regulations, foreign currency effects, weather and seasonality and widespread health emergencies to be the key factors influencing the results of our operations.
KEY FACTORS AFFECTING RESULTS OF OPERATIONS We consider economic conditions and pricing, raw material and transport prices, consumer preferences, our product mix, the effect of our distribution arrangements, acquisitions, divestitures and other structural changes, excise taxes, the effect of governmental regulations, foreign currency effects, and weather and seasonality to be the key factors influencing the results of our operations.
Operating Expenses The discussion below relates to our operating expenses, which equal the sum of our distribution, sales and marketing expenses, administrative expenses and other operating income and expenses (net), for the year ended 31 December 2024 as compared to the year ended 31 December 2023.
Operating Expenses The discussion below relates to our operating expenses, which equal the sum of our distribution, sales and marketing expenses, administrative expenses and other operating income and expenses (net), for the year ended 31 December 2025 as compared to the year ended 31 December 2024.
Risk Factors—Risks Relating to Our Business—We may not be able to obtain the necessary funding for our future capital or refinancing needs and may face financial risks due to our level of debt, uncertain market conditions and as a result of the potential downgrading of our credit ratings.” Our cash, cash equivalents and short-term investments in debt securities, less bank overdrafts, as of 31 December 2024 amounted to USD 11.4 billion.
Risk Factors—Risks Relating to Our Business—We may not be able to obtain the necessary funding for our future capital or refinancing needs and may face financial risks due to our level of debt, uncertain market conditions and as a result of the potential downgrading of our credit ratings.” Our cash, cash equivalents and short-term investments in debt securities, less bank overdrafts, as of 31 December 2025 amounted to USD 11.9 billion.
See also note 6 and note 8 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 included in this Form 20-F.
See also note 6 and note 8 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025 included in this Form 20-F.
We expect the average gross debt coupon on our bonds in 2025 to be approximately 4%. Our net debt is denominated in various currencies, though primarily in the U.S. dollar and in the Euro.
We expect the average gross debt coupon on our bonds in 2026 to be approximately 4%. Our net debt is denominated in various currencies, though primarily in the U.S. dollar and in the Euro.
See note 24 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 included in this Form 20-F.
See note 24 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025 included in this Form 20-F.
For a discussion of our liquidity and capital resources for the year ended 31 December 2023 compared to the year ended 31 December 2022, please see our Annual Report on Form 20-F for the fiscal year ended 31 December 2023.
For a discussion of our liquidity and capital resources for the year ended 31 December 2024 compared to the year ended 31 December 2023, please see our Annual Report on Form 20-F for the fiscal year ended 31 December 2024.
Under the EMTN Programme, we may issue notes on a continuing basis up to a maximum aggregate principal amount of EUR 40.0 billion (USD 41.6 2 billion) or its equivalent in other currencies. Such notes may be fixed, floating, zero coupon or a combination of these.
Under the EMTN Programme, we may issue notes on a continuing basis up to a maximum aggregate principal amount of EUR 40.0 billion (USD 47.0 2 billion) or its equivalent in other currencies. Such notes may be fixed, floating, zero coupon or a combination of these.
Increases in excise and other indirect taxes applicable to our products either on an absolute basis or relative to the levels applicable to other beverages tend to adversely affect our revenue or margins, both by reducing overall consumption and by encouraging consumers to switch to lower-taxed categories of beverages.
Increases in excise and other indirect taxes applicable to -69- Table of Contents our products either on an absolute basis or relative to the levels applicable to other beverages tend to adversely affect our revenue or margins, both by reducing overall consumption and by encouraging consumers to switch to lower-taxed categories of beverages.
Risk Factors — The ability of our subsidiaries to distribute cash upstream may be subject to various conditions and limitations”. -110- Table of Contents If the Guarantors default on their Guarantees, their ability to pay any debts existing at the time of the insolvency may be adversely affected by the insolvency laws of the jurisdiction of organization of the defaulting Guarantors.
Risk Factors — The ability of our subsidiaries to distribute cash upstream may be subject to various conditions and limitations”. If the Guarantors default on their Guarantees, their ability to pay any debts existing at the time of the insolvency may be adversely affected by the insolvency laws of the jurisdiction of organization of the defaulting Guarantors.
EQUITY INVESTMENTS See note 16 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 for more information. E.
EQUITY INVESTMENTS See note 16 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025 for more information. E.
Please refer to note 27 of our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024, “Item 11.
Please refer to note 27 of our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025, “Item 11.
Items excluded from underlying profit, attributable to equity holders of AB InBev are the after-tax exceptional items discussed above, the impact of discontinued operations (if any) and the impacts of hyperinflation. Underlying profit, attributable to equity holders of AB InBev, however, has limitations as an analytical tool.
Items excluded from underlying profit, attributable to equity holders of AB InBev are the after-tax exceptional items discussed above, the impact of discontinued operations (if any) and the impacts of hyperinflation. -90- Table of Contents Underlying profit, attributable to equity holders of AB InBev, however, has limitations as an analytical tool.
In general, under own distribution, we receive a higher price for our products since we are selling directly to points of sale, capturing the margin that would otherwise be retained by intermediaries; -69- Table of Contents • Transportation costs.
In general, under own distribution, we receive a higher price for our products since we are selling directly to points of sale, capturing the margin that would otherwise be retained by intermediaries; • Transportation costs.
In addition to affecting demand for our products, the general economic conditions described above may cause consumer preferences to shift between on-trade consumption channels, such as restaurants and cafés, bars, sports and leisure venues and hotels, and off-trade consumption channels, such as traditional grocery stores, -67- Table of Contents supermarkets, hypermarkets and discount stores.
In addition to affecting demand for our products, the general economic conditions described above may cause consumer preferences to shift between on-trade consumption channels, such as restaurants and cafés, bars, sports and leisure venues and hotels, and off-trade consumption channels, such as traditional grocery stores, supermarkets, hypermarkets and discount stores.
A substantial portion of our operations is carried out through our four largest subsidiaries: Anheuser-Busch Companies (wholly owned); Ambev (61.74% owned as of 31 December 2024); Grupo Modelo (wholly owned); Budweiser APAC (87.22% owned as of 31 December 2024); and their respective subsidiaries. Throughout the world, we are primarily active in the beer business.
A substantial portion of our operations is carried out through our four largest subsidiaries: Anheuser-Busch Companies (wholly owned); Ambev (61.73% owned as of 31 December 2025); Grupo Modelo (wholly owned); Budweiser APAC (87.22% owned as of 31 December 2025); and their respective subsidiaries. Throughout the world, we are primarily active in the beer business.
In particular: -71- Table of Contents • Changes in the value of our operating companies’ functional currencies against other currencies in which their costs and expenses are priced may affect those operating companies’ cost of sales and operating expenses, and, thus, negatively impact their operating margins in functional currency terms.
In particular, changes in the value of our operating companies’ functional currencies against other currencies in which their costs and expenses are priced may affect those operating companies’ cost of sales and operating expenses, and, thus, negatively impact their operating margins in functional currency terms.
Historically, we have been able to raise prices and implement cost-saving initiatives to partly offset cost and expense increases due to exchange rate volatility. We also have hedge policies designed to manage commodity price and foreign currency risks to protect our exposure to currencies other than our operating companies’ respective functional currencies. Please refer to “Item 11.
Historically, we have been able to raise prices and implement cost-saving initiatives to partly offset cost and expense increases due to exchange rate volatility. We also have hedge policies designed to manage commodity price and foreign currency risks to protect our exposure to currencies other than our operating companies’ respective functional currencies.
For example, in Brazil, which accounted for 14.8% of our profit from operations for the year ended 31 December 2024, current legislation permits the Brazilian government to impose temporary restrictions on remittances of foreign capital abroad in the event of a serious imbalance or an anticipated serious imbalance in Brazil’s balance of payments.
For example, in Brazil, which accounted for 14.6% of our profit from operations for the year ended 31 December 2025, current legislation permits the Brazilian government to impose temporary restrictions on remittances of foreign capital abroad in the event of a serious imbalance or an anticipated serious imbalance in Brazil’s balance of payments.
We exercise significant judgment in the process of identifying tangible and intangible assets and liabilities, valuing such assets and liabilities and in determining their remaining useful lives. We generally engage third-party valuation firms to assist in valuing the acquired assets and liabilities.
We exercise significant judgment in the process of identifying tangible and intangible -73- Table of Contents assets and liabilities, valuing such assets and liabilities and in determining their remaining useful lives. We generally engage third-party valuation firms to assist in valuing the acquired assets and liabilities.
Even though we seek to minimize the impact of such fluctuations through financial and physical hedging, the results of our hedging activities may vary across time. -68- Table of Contents As further discussed under “Item 11.
Even though we seek to minimize the impact of such fluctuations through financial and physical hedging, the results of our hedging activities may vary across time. As further discussed under “Item 11.
Risk Factors—Risks Relating to Us and Our Activities—Market Risks—We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.” -72- Table of Contents Weather and Seasonality Weather conditions directly affect consumption of our products.
Risk Factors—Risks Relating to Us and Our Activities—Market Risks—We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.” Weather and Seasonality Weather conditions directly affect consumption of our products.
These charges primarily relate to organizational alignments as a result of operational improvements across our supply chain and our commercial and support functions. These alignments aim to eliminate overlapping organizations or duplicated processes, taking into account the right match of employee profiles with the new organizational requirements.
These charges primarily relate to organizational alignments as a result of operational improvements across our supply chain and our commercial and support functions. These changes aim to eliminate overlapping organizations or duplicated processes, taking into account the matching of employee profiles with new organizational requirements.
For further information on how changes in these assumptions could change the amounts recognized, see the sensitivity analysis within note 23 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024. -76- Table of Contents A significant portion of our plan assets is invested in equity and debt securities.
For further information on how changes in these assumptions could change the amounts recognized, see the sensitivity analysis within note 23 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025. A significant portion of our plan assets is invested in equity and debt securities.
See note 27 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 for details of the above sensitivity analyses, a fuller quantitative and qualitative discussion on the foreign currency risks to which we are subject and our policies with respect to managing those risks. -96- Table of Contents G.
See note 27 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025 for details of the above sensitivity analyses, a fuller quantitative and qualitative discussion on the foreign currency risks to which we are subject and our policies with respect to managing those risks. G.
Should these instruments be settled only on their respective maturity dates, any effect between the market value and estimated yield curve of the instruments would be eliminated. -78- Table of Contents C.
Should these instruments be settled only on their respective maturity dates, any effect between the market value and estimated yield curve of the instruments would be eliminated. C.
We have prepared our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and in conformity with International Financial Reporting Standards as adopted by the European Union (“ IFRS ”).
We have prepared our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and in conformity with IFRS Accounting Standards as adopted by the European Union.
The following table sets forth the percentage of our revenue realized by currency for the years ended 31 December 2024 and 2023: Year ended 31 December 2024 Year ended 31 December 2023 U.S. dollar 25.0 % 25.8 % Brazilian real 15.4 % 15.8 % Mexican peso 12.8 % 12.7 % Chinese yuan 7.3 % 8.5 % Euro 5.8 % 5.7 % Colombian peso 5.2 % 4.5 % South African rand 4.5 % 4.0 % Peruvian nuevo sol 3.2 % 3.2 % Canadian dollar 3.1 % 3.2 % Argentine peso (1) 3.0 % 2.2 % Dominican peso 2.3 % 2.2 % South Korean won 2.1 % 1.9 % Pound sterling 2.0 % 2.1 % Others 8.3 % 8.3 % Note: (1) Hyperinflation accounting was adopted in 2018 to report the company’s Argentinean operations.
The following table sets forth the percentage of our revenue realized by currency for the years ended 31 December 2025 and 2024: Year ended 31 December 2025 Year ended 31 December 2024 U.S. dollar 24.9 % 25.0 % Brazilian real 15.0 % 15.4 % Mexican peso 12.7 % 12.8 % Chinese yuan 6.4 % 7.3 % Euro 5.9 % 5.8 % Colombian peso 5.6 % 5.2 % South African rand 4.7 % 4.5 % Peruvian sol 3.6 % 3.2 % Canadian dollar 3.1 % 3.1 % Argentine peso (1) 2.3 % 3.0 % Dominican peso 2.2 % 2.3 % South Korean won 2.0 % 2.1 % Pound sterling 2.0 % 2.0 % Other 9.5 % 8.3 % Note: (1) Hyperinflation accounting was adopted in 2018 to report the company’s Argentine operations.
It is not a recognized term under IFRS and does not purport to be an alternative to cash flows from operating activities as a measure of -102- Table of Contents liquidity.
It is not a recognized term under IFRS and does not purport to be an alternative to cash flows from operating activities as a measure of liquidity.
We believe Normalized EBITDA, is useful to investors for the following reasons. We believe Normalized EBITDA, facilitates comparisons of our operating performance across our business segments from period to period.
We believe Normalized EBITDA, is useful to investors for the following reasons. -92- Table of Contents We believe Normalized EBITDA, facilitates comparisons of our operating performance across our business segments from period to period.
For the main cash generating units, the terminal growth rate applied generally ranged between 2% and 6%.
For the main cash generating units, the terminal growth rate applied generally ranged between 2% and 3%.
Out of the total capital expenditures of 2023, approximately 40% was used to improve our production facilities while 44% was used for logistics and commercial investments. Approximately 16% was used for improving administrative capabilities and purchase of hardware and software. -107- Table of Contents Our capital expenditures are primarily funded through cash from operating activities.
Out of the total capital expenditures of 2024, approximately 44% was used to improve our production facilities while 40% was used for logistics and commercial investments. Approximately 16% was used for improving administrative capabilities and purchase of hardware and software. Our capital expenditures are primarily funded through cash from operating activities.
Such costs are significant in light of our increased debt subsequent to the combination with SAB; • Normalized EBITDA does not reflect depreciation and amortization, but the assets being depreciated and amortized will often have to be replaced in the future; • Normalized EBITDA does not reflect the impact of charges for existing capital assets or their replacements; • Profit from operations, before exceptional items and Normalized EBITDA do not reflect our tax expense; and • Profit from operations, before exceptional items and Normalized EBITDA may not be comparable to other similarly titled measures of other companies because not all companies use identical calculations.
Such costs are significant in light of our current level of outstanding debt; • Normalized EBITDA does not reflect depreciation and amortization, but the assets being depreciated and amortized will often have to be replaced in the future; • Normalized EBITDA does not reflect the impact of charges for existing capital assets or their replacements; • Profit from operations, before exceptional items and Normalized EBITDA do not reflect our tax expense; and • Profit from operations, before exceptional items and Normalized EBITDA may not be comparable to other similarly titled measures of other companies because not all companies use identical calculations.
A number of amendments to standards effective for annual periods beginning after 1 January 2024 have not been discussed either because of their non-applicability or immateriality to our consolidated financial statements. For additional information, see note 3 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024.
For additional information, see note 3 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025. -72- Table of Contents A number of amendments to standards effective for annual periods beginning after 1 January 2026 have not been discussed either because of their non-applicability or immateriality to our consolidated financial statements.
Underlying EPS is basic earnings per share excluding the after-tax exceptional items discussed above under “Exceptional Items, “Net Finance Income/(Expense)” and “Exceptional Share of Result of Associates” and the impact of hyperinflation accounting.
Underlying EPS is basic earnings per share excluding the after-tax exceptional items discussed above under “Exceptional Items”, “Net Finance Income/(Expense)” and “Exceptional Share of Results of Associates”, exceptional taxes and the impact of hyperinflation accounting.
IAS 29 requires us to restate the results of our operations in hyperinflationary economies for the twelve-month period ended 31 December 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, namely 31 December 2024 closing rate for our results in the twelve-month period ended 31 December 2024.
IAS 29 requires us to restate the results of our operations in hyperinflationary economies for the year ended 31 December 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, namely 31 December 2025 closing rate for our results in the year ended 31 December 2025.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Born in 1987, she is a Brazilian citizen and is a graduate from Columbia University (USA) with an MBA degree and from Pontifícia Universidade Católica (Brazil) with a Bachelor’s Degree in Law, and is qualified to practice law in Brazil. She previously served on the Board of São Carlos Empreendimentos S.A. from 2018-2021. Ms.
Born in 1987, she is a Brazilian citizen and is a graduate from Columbia University (USA) with an MBA degree and from Pontifícia Universidade Católica (Brazil) with a Bachelor’s Degree in Law, and is qualified to practice law in Brazil. She previously served on the Board of São Carlos Empreendimentos S.A. from 2018 to 2021. Ms.
Company, Inc., Rayvax Société d’Investissement S.A. Claudio Garcia Americanas S.A., Garcia Family Foundation, Telles Foundation and Fundação Antônio e Helena Zerrenner Chapin School in New York Paulo Alberto Lemann Vectis Partners, Lemann Foundation and Lone Pine Capital LLC Ambev, Americanas S.A.
Company, Inc., and Rayvax Société d’Investissement S.A. Claudio Garcia Americanas S.A., Garcia Family Foundation, Telles Foundation and Fundação Antônio e Helena Zerrenner Chapin School in New York Paulo Alberto Lemann Vectis Partners, Lemann Foundation and Lone Pine Capital LLC Ambev and Americanas S.A.
Alejandro Santo Domingo Quadrant Capital Advisors, Inc., Bavaria S.A., Valorem S.A., Cine Colombia S.A., Organización Decameron S. de R.L., Florida Crystals Corporation, Caracol Televisión S.A., Life Time Group Holdings, Inc., Metropolitan Museum of Art, Wildlife Conservation Society, DKMS, Fundación Santo Domingo, WNET, The British Museum and Mount Sinai Health Systems Keurig Green Mountain (KGM), Advanced Merger Partners (AMPI), ContourGlobal plc, JDE Peet’s N.V.
Alejandro Santo Domingo Quadrant Capital Advisors, Inc., Bavaria S.A., Valorem S.A., Cine Colombia S.A., Organización Decameron S. de R.L., Florida Crystals Corporation, Caracol Televisión S.A., Life Time Group Holdings, Inc., Metropolitan Museum of Art, Wildlife Conservation Society, Fundación Santo Domingo, WNET, The British Museum and Mount Sinai Health Systems Keurig Green Mountain (KGM), Advanced Merger Partners (AMPI), ContourGlobal plc, JDE Peet’s N.V., and DKMS Dr.
Such provision provides that the restricted stock units and/or stock options granted to an executive will automatically expire and become null and void in the scenario where the executive is found by the Global Ethics and Compliance Committee to be (i) responsible for a material breach of our Code of Business Conduct; or (ii) subject to a material adverse court or administrative decision, in each case in the period before the vesting of the restricted stock units or exercise of the stock options.
Such provision provides that the restricted stock units, performance stock units and/or stock options granted to an executive will automatically expire and become null and void in the scenario where the executive is found by the Global Ethics and Compliance Committee to be (i) responsible for a material breach of our Code of Business Conduct; or (ii) subject to a material adverse court or administrative decision, in each case in the period before the vesting of the restricted stock units or performance stock units or exercise of the stock options.
The Compensation Peer Group is set by the Remuneration Committee upon the advice of an independent compensation consultant, and may be revised from time to time. If Compensation Peer Group data is not available for a given role, data from Fortune 100 companies is used. Executives’ total compensation target is intended to be 10% above the third quartile.
The Compensation Peer Group is set by the Remuneration Committee upon the advice of an independent compensation consultant, and may be revised from time to time. If Compensation Peer Group data is not available for a given role, data from Fortune 100 companies is used. Executives’ total compensation at target is intended to be 10% above the third quartile.
Under article 7:87 of the Belgian Code of Companies and Associations (the “ Belgian Companies Code ”), the independence of directors must be assessed by taking into consideration the criteria set out in Principle 3.5 of the 2020 Belgian Corporate Governance Code, which are the following: • the director is not an executive, or exercising a function as a person entrusted with the daily management of the company or a related company or person, and has not been in such a position for the previous three years before his or her appointment and is no longer enjoying stock options of the company related to this position; • the director has not served for a total term of more than twelve years as a board member; • the director is not an employee of the senior management of the company or a related company or person, and has not been in such a position for the previous three years before his or her appointment and is no longer enjoying stock options of the company related to this position; • the director is not receiving, or has not received during their mandate or for a period of three years prior to their appointment, any significant remuneration or any other significant advantage of a patrimonial nature from the company or a related company or person, apart from any fee they receive or have received as a non-executive board member; • the director does not hold shares, either directly or indirectly, either alone or in concert, representing globally one-tenth or more of the company’s capital or one-tenth or more of the voting rights in the company at the moment of appointment and not has not been nominated, in any circumstances, by a shareholder fulfilling the conditions covered above; • the director does not maintain, or has not maintained in the past year before their appointment, a significant business relationship with the company or a related company or person, either directly or as partner, shareholder, board member, member of the senior management of a company or person who maintains such a relationship; -113- Table of Contents • the director is not or has not been within the last three years before his or her appointment, a partner or member of the audit team of the company or person who is, or has been within the last three years before their appointment, the external auditor of the company or a related company or person; • the director is not an executive of another company in which an executive of the company is a non-executive board member; and • the director does not have, in the company or a related company or person, a spouse, legal partner or close family member to the second degree, exercising a function as board member or executive or person entrusted with the daily management or employee of the senior management, or falling in one of the other cases referred to in bullets 1. to 8. above, and as far as the second bullet is concerned, up to three years after the date on which the relevant relative has terminated his or her last term.
Under article 7:87 of the Belgian Code of Companies and Associations (the “ Belgian Companies Code ”), the independence of directors must be assessed by taking into consideration the criteria set out in Principle 3.5 of the 2020 Belgian Corporate Governance Code, which are the following: • the director is not an executive, or exercising a function as a person entrusted with the daily management of the company or a related company or person, and has not been in such a position for the previous three years before his or her appointment and is no longer enjoying stock options of the company related to this position; • the director has not served for a total term of more than twelve years as a board member; • the director is not an employee of the senior management of the company or a related company or person, and has not been in such a position for the previous three years before his or her appointment and is no longer enjoying stock options of the company related to this position; • the director is not receiving, or has not received during their mandate or for a period of three years prior to their appointment, any significant remuneration or any other significant advantage of a patrimonial nature from the company or a related company or person, apart from any fee they receive or have received as a non-executive board member; -111- Table of Contents • the director does not hold shares, either directly or indirectly, either alone or in concert, representing globally one-tenth or more of the company’s capital or one-tenth or more of the voting rights in the company at the moment of appointment and not has not been nominated, in any circumstances, by a shareholder fulfilling the conditions covered above; • the director does not maintain, or has not maintained in the past year before their appointment, a significant business relationship with the company or a related company or person, either directly or as partner, shareholder, board member, member of the senior management of a company or person who maintains such a relationship; • the director is not or has not been within the last three years before his or her appointment, a partner or member of the audit team of the company or person who is, or has been within the last three years before their appointment, the external auditor of the company or a related company or person; • the director is not an executive of another company in which an executive of the company is a non-executive board member; and • the director does not have, in the company or a related company or person, a spouse, legal partner or close family member to the second degree, exercising a function as board member or executive or person entrusted with the daily management or employee of the senior management, or falling in one of the other cases referred to in the bullets above, and as far as the second bullet is concerned, up to three years after the date on which the relevant relative has terminated his or her last term.
C. BOARD PRACTICES General Our directors are appointed by our shareholders’ meeting, which sets their remuneration and term of mandate. Their appointment is published in the Belgian Official Gazette (Moniteur belge). No service contract is concluded between us and our directors with respect to their Board mandate.
BOARD PRACTICES General Our directors are appointed by our shareholders’ meeting, which sets their remuneration and term of mandate. Their appointment is published in the Belgian Official Gazette (Moniteur belge). No service contract is concluded between us and our directors with respect to their Board mandate.
Vesting of such restricted stock units, performance stock units or stock options may be subject to achievement of performance conditions which will be related to the objectives of such exceptional grants. Such performance conditions may consist of financial metrics related to market conditions (e.g., relative TSR) or non-market conditions (e.g., EBITDA compounded annual growth rate).
Vesting of such restricted stock units, performance stock units or stock options may be subject to achievement of performance conditions which will be related to the objectives of such exceptional grants. Such performance conditions may consist of financial metrics related to market conditions (e.g., relative or absolute TSR) or non-market conditions (e.g., EBITDA compounded annual growth rate).
The Compensation Peer Group that was used as the benchmark for financial year 2024 was composed of the following companies: 2024 Compensation Peer Group Accenture Johnson & Johnson Oracle Altria Kraft Heinz PepsiCo Apple LVMH Philip Morris Coca-Cola McDonald’s Procter & Gamble Comcast Merck Starbucks Diageo Microsoft Walt Disney FedEx Nike IBM Omnicom Figures in this section may differ from the figures in the notes to our consolidated financial statements for the following reasons: (i) figures in this section are figures gross of tax, while figures in the notes to our consolidated financial statements are reported as “cost for the Company”; (ii) the split “short-term employee benefits” vs.
The Compensation Peer Group that was used as the benchmark for financial year 2025 was composed of the following companies: 2025 Compensation Peer Group Accenture Johnson & Johnson Oracle Altria Kraft Heinz PepsiCo Apple LVMH Philip Morris Coca-Cola McDonald’s Procter & Gamble Comcast Merck Starbucks Diageo Microsoft Walt Disney FedEx Nike IBM Omnicom Figures in this section may differ from the figures in the notes to our consolidated financial statements for the following reasons: (i) figures in this section are figures gross of tax, while figures in the notes to our consolidated financial statements are reported as “cost for the Company”; (ii) the split “short-term employee benefits” vs.
Barrington 0 0 0 0 0 Lynne Biggar 0 0 0 0 0 Michele Burns 25,500 25,500 25,500 0 76,500 Sabine Chalmers 0 0 0 0 0 Paul Cornet de Ways Ruart (2) 15,000 15,000 15,000 15,000 60,000 Grégoire de Spoelberch (2) 15,000 15,000 15,000 15,000 60,000 Claudio Garcia (3) 0 0 0 0 0 Paulo Lemann 15,000 15,000 15,000 15,000 60,000 Salvatore Mancuso 0 0 0 0 0 Nitin Nohria 0 0 0 0 0 Alejandro Santo Domingo 15,000 15,000 0 0 30,000 Aradhana Sarin 0 0 0 0 0 Heloisa Sicupira 0 0 0 0 0 Alexandre Van Damme (2) 15,000 15,000 15,000 15,000 60,000 Dirk Van de Put 0 0 0 0 0 Strike price (EUR) 84.47 104.50 113.25 113.10 — Note: (1) At the annual shareholders’ meeting of AB InBev on 30 April 2014, all outstanding LTI warrants under our legacy LTI warrant plan were converted into LTI stock options, i.e., the right to purchase existing shares instead of the right to subscribe to newly issued shares (see “—Share-Based Payment Plans—LTI Plan Executives—Annual Long-Term Incentives”).
Barrington 0 0 0 0 Lynne Biggar 0 0 0 0 Michele Burns 25,500 25,500 25,500 76,500 Sabine Chalmers 0 0 0 0 Paul Cornet de Ways Ruart (2) 15,000 15,000 15,000 45,000 Grégoire de Spoelberch (2) 15,000 15,000 15,000 45,000 Claudio Garcia (3) 0 0 0 0 Paulo Lemann (2) 15,000 15,000 15,000 45,000 Salvatore Mancuso 0 0 0 0 Nitin Nohria 0 0 0 0 Alejandro Santo Domingo 15,000 15,000 0 30,000 Aradhana Sarin 0 0 0 0 Heloisa Sicupira 0 0 0 0 Alexandre Van Damme (2) 15,000 15,000 15,000 45,000 Dirk Van de Put 0 0 0 0 Strike price (EUR) 84.47 104.50 113.25 — Note: (1) At the annual shareholders’ meeting of AB InBev on 30 April 2014, all outstanding LTI warrants under our legacy LTI warrant plan were converted into LTI stock options, i.e., the right to purchase existing shares instead of the right to subscribe to newly issued shares (see “—Share-Based Payment Plans—LTI Plan Executives—Annual Long-Term Incentives”).
These benchmarks are collated by independent compensation consultants, in relevant industries and geographies. For benchmarking, a custom sample of over 20 leading peer companies (the “ Compensation Peer Group ”) is used when available.
These benchmarks are collated by independent compensation consultants, in relevant industries and geographies. For benchmarking, a custom sample of over 20 global leading peer companies (the “ Compensation Peer Group ”) is used when available.
Michele Burns Independent Director Non-executive 2016 2028 Sabine Chalmers Director Non-executive, nominated by the holders of class A Stichting certificates 2019 2027 Paul Cornet de Ways Ruart Director Non-executive, nominated by the holders of class A Stichting certificates 2016 2028 Claudio Garcia Director Non-executive, nominated by the holders of class B Stichting certificates 2019 2027 -114- Table of Contents Name Principal Function Nature of Directorship Initially Appointed Term Expires Paulo Alberto Lemann Director Non-executive, nominated by the holders of class B Stichting certificates 2016 2028 Alejandro Santo Domingo Director Non-executive, nominated by the holders of Restricted Shares 2016 2025 Aradhana Sarin Independent Director Non-executive 2023 2027 Heloisa Sicupira Director Non-executive, nominated by the holders of class B Stichting certificates 2023 2027 Grégoire de Spoelberch Director Non-executive, nominated by the holders of class A Stichting certificates 2016 2028 Salvatore Mancuso Director Non-executive, nominated by the holders of Restricted Shares 2023 2025 Nitin Nohria Director Non-executive, nominated by the holders of class B Stichting certificates 2022 2026 Alexandre Van Damme Director Non-executive, nominated by the holders of class A Stichting certificates 2016 2028 Dirk Van de Put Independent Director Non-executive 2023 2027 Note: (1) We have determined that Mr.
Michele Burns Independent Director Non-executive 2016 2028 Sabine Chalmers Director Non-executive, nominated by the holders of class A Stichting certificates 2019 2027 -112- Table of Contents Name Principal Function Nature of Directorship Initially Appointed Term Expires Paul Cornet de Ways Ruart Director Non-executive, nominated by the holders of class A Stichting certificates 2016 2028 Claudio Garcia Director Non-executive, nominated by the holders of class B Stichting certificates 2019 2027 Paulo Alberto Lemann Director Non-executive, nominated by the holders of class B Stichting certificates 2016 2028 Alejandro Santo Domingo Director Non-executive, nominated by the holders of Restricted Shares 2016 2026 Aradhana Sarin Independent Director Non-executive 2023 2027 Heloisa Sicupira Director Non-executive, nominated by the holders of class B Stichting certificates 2023 2027 Grégoire de Spoelberch Director Non-executive, nominated by the holders of class A Stichting certificates 2016 2028 Salvatore Mancuso Director Non-executive, nominated by the holders of Restricted Shares 2023 2026 Nitin Nohria Director Non-executive, nominated by the holders of class B Stichting certificates 2022 2026 Alexandre Van Damme Director Non-executive, nominated by the holders of class A Stichting certificates 2016 2028 Dirk Van de Put Independent Director Non-executive 2023 2027 Note: (1) We have determined that Mr.
The degree of membership in unions varies from country to country, with Belgium and Germany, for example, having a high proportion of membership. A European Workers Council has been established since 1996 to promote social dialogue and to exchange opinions at a European level. In Mexico, over half of our employees are union members.
The degree of membership in unions varies from country to country, with Belgium and Germany, for example, having a high proportion of membership. A European Workers Council has been established since 1996 to promote social dialogue and to exchange opinions at a European level. In Mexico, over 45% of our employees are union members.
Born in 1976, he is a Brazilian citizen, and received a Law Degree from the Universidade Cândido Mendes in Brazil and a Master of Laws from Harvard Law School in Cambridge, Massachusetts. He is also Six Sigma Black Belt certified. He joined Ambev in 1995 and has held various roles across the Commercial area.
Born in 1976, he is a Brazilian citizen, and received a Law Degree from the Universidade Cândido Mendes in Brazil and a Master of Laws from Harvard Law School in Cambridge, Massachusetts. He is also Six Sigma Black Belt certified. He joined the company in 1995 and has held various roles across the Commercial area.
Barrington practiced law in both the government and private sectors. -115- Table of Contents Ms. Biggar is an independent member of the Board. Born in 1962, she is a US citizen and graduated from Stanford University with a Bachelor’s Degree in International Relations and holds an MBA from Columbia Business School.
Barrington practiced law in both the government and private sectors. -113- Table of Contents Ms. Biggar is an independent member of the Board. Born in 1962, she is a US citizen and graduated from Stanford University with a Bachelor’s Degree in International Relations and holds an MBA from Columbia Business School.
Consult, Cobehold, Compagnie Benelux Participations, Vervodev, Wesparc, Groupe Josi, (1) Financière Stockel, (1) Immobilière du Canal, (1) Verlinvest, (1) Solferino Holding S.A., Vedihold, Clearvolt S.A. and Fonds Baillet Latour Atanor, (1) Amantelia, (1) Demeter Finance, Lunch Garden Services, (1) Lunch Garden, (1) Lunch Garden Management, (1) Lunch Garden Finance, (1) Lunch Garden Concepts, (1) HEC Partners, (1) Q.C.C., (1) A.V.G.
Consult, Cobehold, Compagnie Benelux Participations, Vervodev, Wesparc, Groupe Josi, (1) Financière Stockel, (1) Immobilière du Canal, (1) Verlinvest, (1) Vedihold, Clearvolt S.A. and Fonds Baillet Latour Atanor, (1) Amantelia, (1) Demeter Finance, Lunch Garden Services, (1) Lunch Garden, (1) Lunch Garden Management, (1) Lunch Garden Finance, (1) Lunch Garden Concepts, (1) HEC Partners, (1) Q.C.C., (1) A.V.G.
LTI Plan Executives Annual Long-Term Incentives Subject to management’s assessment of the employee’s performance and future potential, senior employees are eligible for an annual long-term incentive to be paid out in restricted stock units, performance stock units and/or stock options. Since 2020, grants to senior employees have primarily taken the form of restricted stock units.
LTI Plan Executives Annual Long-Term Incentives Subject to management’s assessment of the employee’s performance and future potential, senior employees may be eligible for an annual long-term incentive to be paid out in restricted stock units, performance stock units and/or stock options. Since 2020, grants to senior employees have primarily taken the form of restricted stock units.
The composition of our Board is currently as follows: Name Principal Function Nature of Directorship Initially Appointed Term Expires Martin J. Barrington Director and Chair of the Board (1) Non-executive, nominated by the holders of Restricted Shares 2016 2025 Lynne Biggar Independent Director Non-executive 2023 2027 M.
The composition of our Board is currently as follows: Name Principal Function Nature of Directorship Initially Appointed Term Expires Martin J. Barrington Director and Chair of the Board (1) Non-executive, nominated by the holders of Restricted Shares 2016 2026 Lynne Biggar Independent Director Non-executive 2023 2027 M.
“share-based compensation” in the notes to our consolidated financial statements does not necessarily correspond to the split “base salary” vs. “variable compensation” in this section. Short-term employee benefits in the -135- Table of Contents notes to our consolidated financial statements include the base salary and the portion of the variable compensation paid in cash.
“share-based compensation” in the notes to our consolidated financial statements does not necessarily correspond to the split “base salary” vs. “variable compensation” in this section. Short-term employee benefits in the notes to our consolidated financial statements include the base salary and the portion of the variable compensation -132- Table of Contents paid in cash.
See note 23 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 for further details on our employee benefits. Our Chief Executive Officer and other members of the Executive Committee participate in a defined contribution plan.
See note 23 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025 for further details on our employee benefits. Our Chief Executive Officer and other members of the Executive Committee participate in a defined contribution plan.
For purposes of this calculation, the denominator is determined in accordance with rules set out in Section 20 of our articles of association, which excludes certain shares which have been disposed of by us from treasury since the completion of the combination with SAB.
For purposes of this calculation, the denominator is determined in accordance with rules set out in article 20 of our articles of association, which excludes certain shares which have been disposed of by us from treasury since the completion of the combination with SAB.
The table below provides an overview of the fixed and share-based compensation that our directors received in 2024. Name Number of Board meetings attended Annual fee for Board meetings Fees for Committee meetings Total fee Number of RSUs granted (2) (EUR) (EUR) (EUR) Martin J.
The table below provides an overview of the fixed and share-based compensation that our directors received in 2025. Name Number of Board meetings attended Annual fee for Board meetings Fees for Committee meetings Total fee Number of RSUs granted (2) (EUR) (EUR) (EUR) Martin J.
SHARE OWNERSHIP For a discussion of the share ownership of our directors and executives, as well as arrangements involving our employees in our capital, see “—B. Compensation.” F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Not applicable. -147- Table of Contents
SHARE OWNERSHIP For a discussion of the share ownership of our directors and executives, as well as arrangements involving our employees in our capital, see “—B. Compensation.” -144- Table of Contents F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Not applicable.
Michel Doukeris is our CEO since July 2021. Born in 1973, he is a Brazilian citizen and holds a Degree in Chemical Engineering from Federal University of Santa Catarina in Brazil and a Master’s Degree in Marketing from Fundação Getulio Vargas, also in Brazil.
Michel Doukeris is our CEO since 2021. Born in 1973, he is a Brazilian citizen and holds a Bachelor’s Degree in Chemical Engineering from Federal University of Santa Catarina in Brazil and a Master’s Degree in Marketing from Fundação Getulio Vargas, also in Brazil.
Garcia is a board member of Americanas SA, the Garcia Family Foundation, and Chairman of the Telles Foundation. -116- Table of Contents Mr. Lemann is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting certificates).
Garcia is a board member of Americanas SA, the Garcia Family Foundation, and Chairman of the Telles Foundation. -114- Table of Contents Mr. Lemann is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting certificates).
As a consequence, our Board is currently composed of four directors nominated by Eugénie Patri Sébastien S.A. (which represents Interbrew’s founding Belgian families and holds the class A Stichting certificates), four directors nominated by BRC S.à.R.L.
Our Board is currently composed of four directors nominated by Eugénie Patri Sébastien S.A. (which represents Interbrew’s founding Belgian families and holds the class A Stichting certificates), four directors nominated by BRC S.à.R.L.
Board Share Ownership The table below sets forth, as of the most recent practicable date, the number of our shares owned by our directors serving in 2024 and year-to-date 2025: Name Number of our shares held % of our outstanding shares Martin J.
Board Share Ownership The table below sets forth, as of the most recent practicable date, the number of our shares owned by our directors serving in 2025 and year-to-date 2026: Name Number of our shares held % of our outstanding shares Martin J.
Grants primarily take the form of restricted stock units. Any grant of exceptional long-term incentives to members of the Executive Committee and the senior leadership team is subject to Board approval, upon recommendation of the Remuneration Committee.
Grants primarily take the form of restricted stock units or performance stock units. Any grant of exceptional long-term incentives to members of the Executive Committee and the senior leadership team is subject to Board approval, upon recommendation of the Remuneration Committee.
Barrington (*) (*) Claudio Garcia (*) (*) Michele Burns (*) (*) Paul Cornet de Ways Ruart (*) (*) Sabine Chalmers (*) (*) Grégoire de Spoelberch (*) (*) Aradhana Sarin (*) (*) Salvatore Mancuso (*) (*) -134- Table of Contents Name Number of our shares held % of our outstanding shares Paulo Lemann (*) (*) Alejandro Santo Domingo (*) (*) Heloisa Sicupira (*) (*) Dirk Van de Put (*) (*) Nitin Nohria (*) (*) Lynne Biggar (*) (*) Alexandre Van Damme (*) (*) TOTAL 13.30 million % Note: (*) Each director owns less than 1% of our outstanding shares as of the most recent practicable date.
Barrington (*) (*) Claudio Garcia (*) (*) Michele Burns (*) (*) Paul Cornet de Ways Ruart (*) (*) Sabine Chalmers (*) (*) Grégoire de Spoelberch (*) (*) Aradhana Sarin (*) (*) Salvatore Mancuso (*) (*) Paulo Lemann (*) (*) Alejandro Santo Domingo (*) (*) -131- Table of Contents Name Number of our shares held % of our outstanding shares Heloisa Sicupira (*) (*) Dirk Van de Put (*) (*) Nitin Nohria (*) (*) Lynne Biggar (*) (*) Alexandre Van Damme (*) (*) TOTAL 13.15 million Note: (*) Each director owns less than 1% of our outstanding shares as of the most recent practicable date.
Some of our countries have tuition reimbursement plans and employee assistance programs. -146- Table of Contents Labor Unions Many of our hourly employees across our business segments are represented by unions, with a variety of collective bargaining agreements in place. Generally, relationships between us and the unions that represent our employees are good. See “Item 3. Key Information—D.
Some of our countries have tuition reimbursement plans and employee assistance programs. Labor Unions Many of our hourly employees across our business segments are represented by unions, with a variety of collective bargaining agreements in place. Generally, relationships between us and the unions that represent our employees are good. See “Item 3. Key Information—D.
Unless otherwise specified, the information and amounts in this section relate to the members of our Executive Committee as of 1 January 2025. See “—A. Directors and Senior Management—Administrative, Management, Supervisory Bodies and Senior Management Structure.” Base Salary Our executives’ base salaries are intended to be aligned to mid-market levels for the appropriate market.
Unless otherwise specified, the information and amounts in this section relate to the members of our Executive Committee as of 1 January 2026. See “—A. Directors and Senior Management—Administrative, Management, Supervisory Bodies and Senior Management Structure.” Base Salary Our executives’ base salaries are intended to be aligned with mid-market levels for the appropriate market.
Dr. Aradhana Sarin AstraZeneca Plc, American Red Cross — Heloisa Sicupira — São Carlos Empreendimentos S.A. Grégoire de Spoelberch Agemar S.A., Fiprolux S.A., Eugénie Patri Sébastien S.A., the Stichting, G.D.S.
Aradhana Sarin AstraZeneca Plc and American Red Cross — Heloisa Sicupira — São Carlos Empreendimentos S.A. Grégoire de Spoelberch Agemar S.A., Fiprolux S.A., Eugénie Patri Sébastien S.A., the Stichting, G.D.S.
The Executive Committee performs such duties as may be assigned to it from time to time by our Chief Executive Officer or our Board. -120- Table of Contents Although exceptions can be made in special circumstances, the upper age limit for the members of our Executive Committee is 65, unless their employment contract provides otherwise.
The Executive Committee performs such duties as may be assigned to it from time to time by our Chief Executive Officer or our Board. Although exceptions can be made in special circumstances, the upper age limit for the members of our Executive Committee is 65, unless their employment contract provides otherwise.
Directors and Senior Management—Board of Directors —Role and Responsibilities, Composition, Structure and Organization.” We do not provide pensions, medical benefits or other benefit programs to directors. -143- Table of Contents Information about Our Committees General Our Board is assisted by four committees: the Audit Committee, the Finance Committee, the Remuneration Committee and the Nomination Committee.
Directors and Senior Management—Board of Directors —Role and Responsibilities, Composition, Structure and Organization.” We do not provide pensions, medical benefits or other benefit programs to directors. Information about Our Committees General Our Board is assisted by four committees: the Audit Committee, the Finance Committee, the Remuneration Committee and the Nomination Committee.
The restricted stock -142- Table of Contents units vest after five years and in the case of termination of service before the vesting date, specific forfeiture rules apply. As of 1 December 2020, this program has been replaced by the Base Long-Term Restricted Stock Units Plan.
The restricted stock units vest after five years and in the case of termination of service before the vesting date, specific forfeiture rules apply. As of 1 December 2020, this program has been replaced by the Base Long-Term Restricted Stock Units Plan.
For the other members of the Executive Committee, the award value of on-target variable remuneration for 2024 could on average amount to up to 89% of their total on-target compensation, assuming all performance and other requirements are fully met. In order to promote alignment with market practice, the total compensation of executives is reviewed against benchmarks on an annual basis.
For the other members of the Executive Committee, the award value of on-target variable remuneration for 2025 could on average amount to up to 90% of their total on-target compensation, assuming all performance and other requirements are fully met. In order to promote alignment with market practice, the total compensation of executives is reviewed against benchmarks on an annual basis.
Born in 1982, he is a U.S. citizen and received a Bachelor’s Degree in mathematics from Stanford University and a Juris Doctorate degree from Yale Law School. Mr. Caton joined AB InBev in 2013 and has held roles in finance, sales, and technology in the North America Zone, Asia-Pacific Zone, BEES, and Global Headquarters. Prior to joining the company, Mr.
Born in 1982, he is a U.S. citizen and received a Bachelor’s Degree in Mathematics from Stanford University and a Juris Doctorate degree from Yale Law School. Mr. Caton joined AB InBev in 2013 and has held roles in finance, sales, and technology in the North America Zone, Asia Pacific Zone, BEES, and Global Headquarters.
Santo Domingo is also a director of Life Time Group Holdings, Inc., an owner and operator of fitness centers in the United States and Canada, Florida Crystals, the world’s largest sugar refiner, Caracol TV, Colombia’s leading broadcaster, El Espectador, a leading Colombian newspaper, and Cine Colombia, Colombia’s leading film distribution and movie theatre company.
Santo Domingo is also a director of Life Time Group Holdings, Inc., an owner and operator of fitness centers in the United States and Canada, Florida Crystals, the world’s largest sugar refiner, Caracol TV, Colombia’s leading broadcaster, and Cine Colombia, Colombia’s leading film distribution and movie theatre company.
Born in 1977, he is a dual citizen of Brazil and Germany and holds a Degree in Industrial Engineering from Escola Politécnica da Universidade de São Paulo and a corporate MBA from Ambev. He joined the company in 2004 and has held various roles in the finance function (including Treasury, Investor Relations and M&A).
Born in 1977, he is a dual citizen of Brazil and Germany and holds a Bachelor’s Degree in Industrial Engineering from Escola Politécnica da Universidade de São Paulo. He joined the company in 2004 and has held various roles in the finance function (including Treasury, Investor Relations and M&A).
In the event the executive leaves the company before the vesting date, specific forfeiture rules apply. -138- Table of Contents The below TSR Peer Group was used for performance stock units granted in respect of financial year 2024. 2024 TSR Peer Group 3M Heineken Procter & Gamble Altria Kraft Heinz Reckitt-Benckiser Carlsberg Mondelez Starbucks Coca-Cola Nestlé Unilever Colgate-Palmolive PepsiCo Diageo Philip Morris Exceptional Long-Term Incentives In 2024, no grants were made to members of the Executive Committee under an exceptional long-term incentives plan.
In the event the executive leaves the company before the vesting date, specific forfeiture rules apply. -135- Table of Contents The below TSR Peer Group was used for performance stock units granted in respect of financial year 2025. 2025 TSR Peer Group 3M Heineken Procter & Gamble Altria Kraft Heinz Reckitt-Benckiser Carlsberg Mondelēz Starbucks Coca-Cola Nestlé Unilever Colgate-Palmolive PepsiCo Diageo Philip Morris Exceptional Long-Term Incentives In 2025, no grants were made to members of the Executive Committee under an exceptional long-term incentives plan.
As of 31 December 2024, the total number of stock options granted under the LTI Stock Option Plan Directors is 0.92 million. As of 31 December 2024, all of the 0.92 million outstanding options have vested. For additional information on the LTI stock options held by members of our Board of Directors, see “—Compensation of Directors and Executives” below.
As of 31 December 2025, the total number of stock options granted under the LTI Stock Option Plan Directors is 0.68 million. As of 31 December 2025, all of the 0.68 million outstanding options have vested. For additional information on the LTI stock options held by members of our Board of Directors, see “—Compensation of Directors and Executives” below.
She is a member of the Board of Governors of the American Red Cross. -117- Table of Contents Ms. Sicupira is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting certificates).
She is a member of the Board of Governors of the American Red Cross. Ms. Sicupira is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting certificates).
In respect of our 2025 annual shareholders’ meeting, the Restricted Shareholders, together with their affiliates and/or any of their successors and/or successors’ affiliates, held in aggregate 262,049,970 shares with voting rights, representing 13.64% of the shares with voting rights in our share capital determined in accordance with the foregoing.
In respect of our 2026 annual shareholders’ meeting, the Restricted Shareholders, together with their affiliates and/or any of their successors and/or successors’ affiliates, held in aggregate 262,049,970 shares with voting rights, representing 13.82% of shares with voting rights in our share capital determined in accordance with the foregoing.
Base Long-Term Restricted Stock Units Program: This program allows for the offer of restricted stock units to members of our senior management.
Base Long-Term Performance Stock Units Program: This program allows for the offer of performance stock units to members of our senior management.
The Nomination Committee also guides the Board with respect to all its decisions relating to the appointment and retention of key talent within our company. D. EMPLOYEES As of 31 December 2024, we employed approximately 144,000 employees as compared to approximately 155,000 as of 31 December 2023.
The Nomination Committee also guides the Board with respect to all its decisions relating to the appointment and retention of key talent within our company. D. EMPLOYEES As of 31 December 2025, we employed approximately 137,000 employees as compared to approximately 144,000 as of 31 December 2024.
Our Executive Committee currently consists of the following members: Name Function Michel Doukeris Chief Executive Officer John Blood Chief Legal and Corporate Affairs Officer and Corporate Secretary Fernando Tennenbaum Chief Financial Officer David Almeida Chief Strategy and Technology Officer In addition to the members of our Executive Committee, our senior leadership team currently consists of the following: Name Function Katherine Barrett General Counsel Nick Caton Chief B2B Officer Jan Craps CEO Asia Pacific (APAC) Zone Lucas Herscovici Chief Direct-to-Consumer Officer Nelson Jamel Chief People Officer Carlos Lisboa CEO South America Zone Donna Lorenson Chief Communications Officer Marcel Marcondes Chief Marketing Officer Ricardo Moreira Chief Supply Officer Jean Jereissati Neto CEO Middle America Zone Cassiano De Stefano CEO Africa Zone Ricardo Tadeu Chief Growth Officer Jason Warner CEO Europe Zone Brendan Whitworth CEO North America Zone The business address for all of these members of our senior leadership team is: Brouwerijplein 1, 3000 Leuven, Belgium.
Our Executive Committee currently consists of the following members: Name Function Michel Doukeris Chief Executive Officer John Blood Chief Legal and Corporate Affairs Officer and Corporate Secretary Fernando Tennenbaum Chief Financial Officer David Almeida Chief Strategy and Technology Officer -118- Table of Contents In addition to the members of our Executive Committee, our senior leadership team currently consists of the following: Name Function Katherine Barrett General Counsel Nick Caton Chief B2B Officer Yanjun Cheng CEO Asia Pacific (APAC) Zone Lucas Herscovici Chief Direct-to-Consumer Officer Thiago Porto Chief People Officer Carlos Lisboa CEO South America Zone Donna Lorenson Chief Communications Officer Marcel Marcondes Chief Marketing Officer Ricardo Moreira Chief Supply Officer Jean Jereissati Neto CEO Middle America Zone Cassiano De Stefano CEO Africa Zone Ricardo Tadeu Chief Growth Officer Jason Warner CEO Europe Zone Brendan Whitworth CEO North America Zone The business address for all of these members of our senior leadership team is: Brouwerijplein 1, 3000 Leuven, Belgium.
For the Chief Executive Officer, the award value of on-target variable remuneration (comprised of items (ii) and (iii) above) for 2024 could amount to up to 93% of his total on-target compensation, assuming all performance and other requirements are fully met.
For the Chief Executive Officer, the award value of on-target variable remuneration (comprised of items (ii) and (iii) above) for 2025 could amount to up to 94% of his total on-target compensation, assuming all performance and other requirements are fully met.
For the year ended 31 December 2024, the performance metrics for the Executive Committee and their relative weights were: Component Weight Performance Measures Company Targets 40% Organic EBITDA Business Unit Targets 30% Organic Net Revenue (40%) Organic EBITDA (30%) Organic Cash Flow (30%) Individual Targets 30% Targets based on the strategic pillars underlying our 10-year plan Total 100% Individual performance targets of the Chief Executive Officer and other members of the Executive Committee may consist of financial and non-financial targets.
For the year ended 31 December 2025, the performance metrics for the Executive Committee and their relative weights were: Component Weight Performance Measures Company Targets 40% Organic EBITDA Business Unit Targets 30% Organic Volume (35%) Organic Cash Flow (35%) Organic EBITDA (30%) Individual Targets 30% Targets based on the strategic pillars underlying our 10-year plan Total 100% Individual performance targets of the Chief Executive Officer and other members of the Executive Committee may consist of financial and non-financial targets.
In such cases, the first half of the variable compensation is paid shortly after publication of the half-year results, and the second half is paid after publication of the full-year results. -137- Table of Contents Executives receive their variable performance-related compensation (bonus) in cash but are encouraged to invest some or all of its value in company shares.
In such cases, the first half of the variable compensation is paid shortly after publication of the half-year results, and the second half is paid after publication of the full-year results. -134- Table of Contents Executives receive their variable performance-related compensation (bonus) in cash but are encouraged to invest all or a portion of its value in company shares.
Tadeu most recently served as Chief B2B Officer, spearheading the creation of BEES, and before that served as Chief Sales Officer until July 2020, and Zone President Africa until December 2018. -123- Table of Contents Fernando Tennenbaum is our Chief Financial Officer since April 2020.
Tadeu most recently served as Chief B2B Officer, spearheading the creation of BEES, and before that served as Chief Sales Officer until July 2020, and Zone President Africa until December 2018. Fernando Tennenbaum is our Chief Financial Officer since 2020.
A voluntary investment in our shares by the participating employee is matched with a grant of up to three matching shares for each share invested or, as the case may be, a number of matching shares corresponding to a fixed monetary value that depends on seniority level.
A voluntary investment in our shares by the participating employee is matched with a grant of up to three Matching RSUs for each share invested or, as the case may be, a number of matching shares corresponding to a fixed monetary value that depends on seniority level. The Matching RSUs vest after five years.
She currently serves on the Boards of Directors of The Goldman Sachs Group, Goldman Sachs International, Etsy and Circle Online Financial, a private company. From 2003 until 2013, she served as a director of Wal-Mart Stores. From 2013 to 2023, she served on the Board of Cisco Systems. From 2014 until 2018, she served on the Board of Alexion Pharmaceuticals.
She currently serves on the Boards of Directors of The Goldman Sachs Group, Goldman Sachs International, Etsy and Circle Internet Group. From 2003 until 2013, she served as a director of Wal-Mart Stores. From 2013 to 2023, she served on the Board of Cisco Systems. From 2014 until 2018, she served on the Board of Alexion Pharmaceuticals.
Variable compensation (bonus) for performance in 2023 – Paid in March 2024 The following table sets forth the number of voluntary shares acquired by, and Matching Shares and Discounted Shares granted to, the Chief Executive Officer and the other members of the Executive Committee in March 2024 under the Share-Based Compensation Plan in respect of the variable compensation (bonus) awarded for performance in 2023 as described in our Annual Report on Form 20-F for the fiscal year ended 31 December 2023.
Variable compensation (bonus) for performance in 2024 – Paid in March 2025 The following table sets forth the number of voluntary shares purchased by, and Bonus RSUs granted to, the Chief Executive Officer and the other members of the Executive Committee in March 2025 under the Share-Based Compensation Plan in respect of the variable compensation (bonus) awarded for performance in 2024 as described in our Annual Report on Form 20-F for the fiscal year ended 31 December 2024.
Barrington 10 255,000 21,000 276,000 9,991 Lynne Biggar 10 75,000 14,000 89,000 3,632 Michele Burns 9 127,500 49,000 176,500 6,357 Sabine Chalmers 10 75,000 7,000 82,000 3,632 Paul Cornet de Ways Ruart 10 75,000 7,000 82,000 3,632 Grégoire de Spoelberch 10 75,000 14,000 89,000 3,632 Claudio Garcia 10 75,000 28,000 103,000 3,632 Paulo Lemann 10 75,000 7,000 82,000 3,632 Salvatore Mancuso (1) 7 0 0 0 0 Nitin Nohria 10 75,000 7,000 82,000 3,632 Alejandro Santo Domingo 10 75,000 7,000 82,000 3,632 Aradhana Sarin 8 75,000 14,000 89,000 3,632 Heloisa Sicupira 10 75,000 7,000 82,000 3,632 Alexandre Van Damme 10 75,000 7,000 82,000 3,632 Dirk Van de Put (1) 10 75,000 7,000 82,000 3,632 All directors as group 1,282,500 196,000 1,478,500 59,932 Note: (1) Mr.
Barrington 9 255,000 21,000 276,000 9,876 Lynne Biggar 9 75,000 14,000 89,000 3,591 Michele Burns 9 127,500 49,000 176,500 6,284 Sabine Chalmers 9 75,000 7,000 82,000 3,591 Paul Cornet de Ways Ruart 9 75,000 7,000 82,000 3,591 Grégoire de Spoelberch 9 75,000 14,000 89,000 3,591 Claudio Garcia 8 75,000 28,000 103,000 3,591 Paulo Lemann 9 75,000 7,000 82,000 3,591 Salvatore Mancuso (1) 5 0 0 0 0 Nitin Nohria 9 75,000 7,000 82,000 3,591 Alejandro Santo Domingo 9 75,000 7,000 82,000 3,591 Aradhana Sarin 8 75,000 14,000 89,000 3,591 Heloisa Sicupira 9 75,000 7,000 82,000 3,591 Alexandre Van Damme 8 75,000 7,000 82,000 3,591 Dirk Van de Put 8 75,000 7,000 82,000 3,591 All directors as group 1,282,500 196,000 1,478,500 59,252 Note: (1) Mr.
Blood worked on the legal team in Diageo’s North American business and also was in private practice at a New York City law firm. Nick Caton is our Chief B2B Officer since April 2022.
Blood worked on the legal team in Diageo’s North American business and also was in private practice at a New York City law firm. -119- Table of Contents Nick Caton is our Chief B2B Officer since 2022.
These four members of our Nomination Committee would not be considered independent under NYSE rules, and therefore our Nomination Committee would not be in compliance with the NYSE Corporate Governance Standards for domestic issuers in respect of independence of nominating committees.
Four of the six Committee members are representatives of the controlling shareholders. These four members of our Nomination Committee would not be considered independent under NYSE rules, and therefore our Nomination Committee would not be in compliance with the NYSE Corporate Governance Standards for domestic issuers in respect of independence of nominating committees.
The number of shares to which holders of these performance stock units shall be entitled is subject to a hurdle and cap, and will depend on the performance test measuring the Company’s three-year TSR relative to the TSR realized for that period by the TSR Peer Group.
These performance stock units cliff vest over a three-year period (12 December 2028). The number of shares to which holders of these performance stock units shall be entitled is subject to a hurdle and cap, and will depend on a performance test measuring the Company’s three-year TSR relative to the TSR realized for that period by the TSR Peer Group.
In addition to the grant of annual long-term restricted stock units described above under “—Annual Long-Term Incentives”, under this program restricted stock units can be granted under sub-plans with specific terms and conditions and for specific purposes -130- Table of Contents e.g., as a special retention incentive or to compensate for assignments of expatriates in countries with difficult living conditions.
In addition to the grant of annual long-term restricted stock units described above under “ —Annual Long-Term Incentives”, under this program restricted stock units can be granted under sub-plans with specific terms and conditions and for specific purposes e.g., as a retention incentive or to compensate for assignments of expatriates in certain countries.
The Remuneration Committee benchmarks directors’ compensation against peer companies. In addition, the Board sets and revises, from time to time, the rules and level of compensation for directors carrying out a special mandate or sitting on one or more of the Board committees and the rules for reimbursement of directors’ business- related, out-of-pocket expenses. See “—C.
In addition, the Board sets and revises, from time to time, the rules and level of compensation for directors carrying out a special mandate or sitting on one or more of the Board committees and the rules for reimbursement of directors’ business- related, out-of-pocket expenses. See “—C.
The share-based portion of the remuneration of the directors was granted in the form of restricted stock units corresponding to a fixed gross value of EUR 200,000 (USD 217,020).
The share-based portion of the remuneration of the directors was granted in the form of restricted stock units corresponding to a fixed gross value of EUR 200,000 (USD 224,723).
The table below sets forth, as of the most recent practicable date, the number of our shares owned by the members of the Executive Committee serving in 2024: Name Number of our shares held % of our outstanding shares Michel Doukeris – CEO (*) (*) David Almeida (*) (*) John Blood (*) (*) Fernando Tennenbaum (*) (*) TOTAL 1.40 million Note: (*) Each member of our Executive Committee serving in 2024 owns less than 1% of our outstanding shares as of the most recent practicable date.
The table below sets forth, as of the most recent practicable date, the number of our shares owned by the members of the Executive Committee serving in 2025: Name Number of our shares held % of our outstanding shares Michel Doukeris – CEO ( *) ( *) David Almeida ( *) ( *) John Blood ( *) ( *) Fernando Tennenbaum ( *) ( *) TOTAL 1.84 million Note: (*) Each member of our Executive Committee serving in 2025 owns less than 1% of our outstanding shares as of the most recent practicable date. -140- Table of Contents C.
The table below gives an overview of the annual LTI stock options on our shares that have been granted under the LTI Plans outstanding as of 31 December 2024: Issue Date Number of LTI stock options granted Number of LTI stock options outstanding Exercise price Expiry date of options (in millions) (in millions) (in EUR) 1 December 2015 1.63 0.86 121.95 30 November 2025 22 December 2015 1.86 1.27 113.00 21 December 2025 1 December 2016 2.32 1.27 98.04 30 November 2026 15 December 2016 1.15 0.42 97.99 14 December 2026 13 January 2017 0.02 0.01 99.01 12 January 2027 20 January 2017 0.96 0.81 98.85 19 January 2027 1 December 2017 4.79 2.78 96.70 30 November 2027 22 January 2018 1.05 0.96 94.36 21 January 2028 8 March 2018 0.27 0.25 89.43 7 March 2028 3 December 2018 4.48 2.55 67.64 2 December 2028 25 January 2019 0.93 0.81 65.70 24 January 2029 2 December 2019 5.87 3.92 71.87 1 December 2029 -128- Table of Contents The table below gives an overview of the annual LTI stock options on our ADS that have been granted under the LTI Plans outstanding as of 31 December 2024: Issue Date Number of LTI stock options granted Number of LTI stock options outstanding Exercise price Expiry date of options (in millions) (in millions) (in USD) 1 December 2015 1.00 0.58 128.46 30 November 2025 22 December 2015 0.14 0.05 123.81 21 December 2025 1 December 2016 1.29 0.77 103.27 30 November 2026 15 December 2016 0.08 0.03 102.91 14 December 2026 1 December 2017 1.40 0.81 114.50 30 November 2027 3 December 2018 1.19 0.74 76.87 2 December 2028 2 December 2019 1.26 0.79 79.35 1 December 2029 For additional information on the LTI stock options held by members of the Executive Committee, see “—Compensation of Directors and Executives” below.
The table below gives an overview of the annual LTI stock options on our shares that have been granted under the LTI Plans outstanding as of 31 December 2025: Issue Date Number of LTI stock options granted Number of LTI stock options outstanding Exercise price Expiry date of options (in millions) (in millions) (in EUR) 1 December 2016 2.32 1.22 98.04 30 November 2026 15 December 2016 1.15 0.40 97.99 14 December 2026 13 January 2017 0.02 0.01 99.01 12 January 2027 20 January 2017 0.96 0.81 98.85 19 January 2027 1 December 2017 4.79 2.71 96.70 30 November 2027 22 January 2018 1.05 0.96 94.36 21 January 2028 8 March 2018 0.27 0.25 89.43 7 March 2028 3 December 2018 4.48 2.45 67.64 2 December 2028 25 January 2019 0.93 0.81 65.70 24 January 2029 2 December 2019 5.87 3.81 71.87 1 December 2029 The table below gives an overview of the annual LTI stock options on our ADS that have been granted under the LTI Plans outstanding as of 31 December 2025: Issue Date Number of LTI stock options granted Number of LTI stock options outstanding Exercise price Expiry date of options (in millions) (in millions) (in USD) 1 December 2016 1.29 0.75 103.27 30 November 2026 15 December 2016 0.08 0.03 102.91 14 December 2026 1 December 2017 1.40 0.79 114.50 30 November 2027 3 December 2018 1.19 0.72 76.87 2 December 2028 2 December 2019 1.26 0.77 79.35 1 December 2029 For additional information on the LTI stock options held by members of the Executive Committee, see “—Compensation of Directors and Executives” below.
In 2024, the costs of these benefits amounted to approximately USD 0.03 million for the Chief Executive Officer and approximately USD 0.08 million in aggregate for the other members of the Executive Committee.
In 2025, the costs of these benefits amounted to approximately USD 0.03 million for the Chief Executive Officer and approximately USD 0.06 million in aggregate for the other members of the Executive Committee.
However, restricted stock units will only be granted under the double condition that the executive: -126- Table of Contents • has earned a variable compensation, which is subject to the successful achievement of total company, business unit and individual performance targets (performance condition); and • has agreed to reinvest all or part of his or her variable compensation in company shares, which are subject to a lock-up as indicated above (ownership condition).
However, Bonus RSUs will only be granted under the double condition that the executive: • has earned a variable compensation (bonus), which is subject to the successful achievement of total company, business unit and individual performance targets (performance condition); and • has agreed to reinvest all or part of his or her bonus in voluntary shares, which are subject to a lock-up as indicated above (ownership condition).
The variable compensation will be paid in or around March 2025.
The variable compensation will be paid in or around March 2026.
These exceptional circumstances cover situations in which the waivers are necessary to serve the long-term interests and sustainability of the company as a whole or to assure its viability. -145- Table of Contents The Nomination Committee The Nomination Committee consists of six members appointed by the Board.
These exceptional circumstances cover situations in which the waivers are necessary to serve the long-term interests and sustainability of the company as a whole or to assure its viability. The Nomination Committee The Nomination Committee consists of six members appointed by the Board. They include the Chair of the Board and the Chair of the Remuneration Committee.
Michele Burns The Goldman Sachs Group Inc., Goldman Sachs International, Etsy Inc., Circle Internet Financial Alexion Pharmaceuticals Inc., Cisco Systems Inc. -118- Table of Contents Name Current Past Lynne Biggar Voya Financial Inc., Finastra, Hiscox Group, The New 42nd St, and Leading Hotels of the World — Sabine Chalmers BT Group Plc, Bank of England, Eugénie Patri Sébastien S.A., Adrian SA and the Stichting Coty Inc., Continental Grain Group Paul Cornet de Ways Ruart Eugénie Patri Sébastien S.A., Sebacoop SCRL, Adrien Invest SCRL, Floridienne S.A., Sibelco N.V. and the Stichting Sparflex, Bunge Ltd, Krispy Kreme Doughnuts Inc., Panera Bread Holdings Corp., Peet’s Coffee & Tea, LLC, Coffee & Bagel Brands Inc.
Lynne Biggar Voya Financial Inc., Finastra, Hiscox Group, The New 42nd St, and Leading Hotels of the World — Sabine Chalmers BT Group Plc, Bank of England, Eugénie Patri Sébastien S.A., Adrian SA and the Stichting Coty Inc. and Continental Grain Group -116- Table of Contents Name Current Past Paul Cornet de Ways Ruart Eugénie Patri Sébastien S.A., Sebacoop SCRL, Adrien Invest SCRL, Floridienne S.A., Sibelco N.V. and the Stichting Sparflex, Bunge Ltd, Krispy Kreme Doughnuts Inc., Panera Bread Holdings Corp., Peet’s Coffee & Tea, LLC, Coffee & Bagel Brands Inc.
Blood joined AB InBev in 2009 as Vice President Legal, Commercial and M&A. Most recently Mr. Blood was AB InBev’s General Counsel. Prior to the latter role, he was Zone Vice President Legal & Corporate Affairs in North America where he led the legal and corporate affairs agenda for the United States and Canada. Prior to joining the company, Mr.
Most recently Mr. Blood was AB InBev’s General Counsel. Prior to the latter role, he was Zone Vice President Legal & Corporate Affairs in North America where he led the legal and corporate affairs agenda for the United States and Canada. Prior to joining the company, Mr.
For further details regarding the terms of the Share-Based Compensation Plan, please see “—Share-Based Payment Plans—Share-Based Compensation Plan” above. Variable compensation (bonus) for performance in 2024 – Paid in March 2025 Based on its performance and results in 2024, the company overachieved its aggregated company and business unit performance targets in 2024.
For further details regarding the terms of the Share-Based Compensation Plan, please see “—Share-Based Payment Plans—Share-Based Compensation Plan” above. Variable compensation (bonus) for performance in 2025 – To be Paid in March 2026 Based on its performance and results in 2025, the company partially achieved its aggregated company and business unit performance targets in 2025.
Grant Date 3 June 2020 28 April 2021 27 April 2022 26 April 2023 24 April 2024 Number of RSUs owned (2) Vesting Date 3 June 2025 28 April 2026 27 April 2027 26 April 2028 24 April 2029 Martin J.
Grant Date 28 April 2021 27 April 2022 26 April 2023 24 April 2024 30 April 2025 Number of RSUs owned (2) Vesting Date 28 April 2026 27 April 2027 26 April 2028 24 April 2029 30 April 2030 Martin J.
For details regarding voluntary shares acquired by, and Matching Shares and Discounted Shares granted to, members of the Executive Committee pursuant to the Share-Based Compensation Plan in relation to variable compensation earned in 2023, in accordance with the remuneration policy applicable to bonuses paid to members of the Executive Committee for financial year 2023, please see “—Compensation of Directors and Executives—Executive Committee—Variable Performance-Related (Bonus) Compensation – Share-Based Compensation Plan—Variable compensation (bonus) for performance in 2023 – Paid in March 2024” below.
For details regarding voluntary shares purchased by, and Bonus RSUs granted to, members of the Executive Committee pursuant to the Share-Based Compensation Plan in relation to variable compensation earned in 2024, in accordance with the remuneration policy applicable to bonuses paid to members of the Executive Committee for financial year 2024, please see “—Compensation of Directors and Executives—Executive Committee—Variable Performance-Related (Bonus) Compensation – Share-Based Compensation Plan—Variable compensation (bonus) for performance in 2024 – Paid in March 2025” below.
During his time at the company, Mr. De Stefano has held various management roles in Sales, Marketing and Logistics, in Brazil and Russia. Prior to his movement to Mexico, he was Logistics Vice President and Vice President of High End Co for AmBev. Ricardo Tadeu is our Chief Growth Officer since April 2022.
De Stefano has held various management roles in Sales, Marketing and Logistics, in Brazil and Russia. Prior to his role in Mexico, he was Logistics Vice President and Vice President of High End Co for Ambev. Ricardo Tadeu is our Chief Growth Officer since 2022.
In addition, a fixed annual retainer applied as follows: (a) EUR 28,000 (USD 30,383) for the Chair of the Audit Committee, EUR 14,000 (USD 15,191) for the other members of the Audit Committee, (c) EUR 14,000 (USD 15,191) for each of the Chairs of the Finance Committee, the Remuneration Committee and the Nomination Committee and (d) EUR 7,000 (USD 7,596) for each of the other members of the Finance Committee, the Remuneration Committee and the Nomination Committee.
In addition, a fixed annual retainer applied as follows: (a) EUR 28,000 (USD 31,461) for the Chair of the Audit Committee, EUR 14,000 (USD 15,731) for the other members of the Audit Committee, (c) EUR 14,000 (USD 15,731) for each of the Chairs of the Finance Committee, the Remuneration Committee and the Nomination Committee and (d) EUR 7,000 (USD 7,865) for each of the other members of the Finance Committee, the Remuneration Committee and the Nomination Committee.
Previously, she was Chief Financial Officer of Alexion, a rare disease biopharmaceutical company. Prior to Alexion, she was Managing Director, Corporate and Investment Banking at Citi Global Healthcare Banking, Managing Director of Healthcare Investment Banking at UBS, and worked at JP Morgan in the Mergers & Acquisitions advisory group. Dr. Sarin started her career practicing medicine in India and Africa.
Prior to Alexion, she was Managing Director, Corporate and Investment Banking at Citi Global Healthcare Banking, Managing Director of Healthcare Investment Banking at UBS, and worked at JP Morgan in the Mergers & Acquisitions advisory group. Dr. Sarin started her career practicing medicine in India and Africa.
Before joining the group in 1998, he worked at Salomon Brothers in New York as a financial analyst in the Investment Banking division. -121- Table of Contents Katherine Barrett is our General Counsel since July 2019.
Before joining the company in 1998, he worked at Salomon Brothers in New York as a financial analyst in the Investment Banking division. Katherine Barrett is our General Counsel since 2019.
The contribution under the Chief Executive’s plan for the Chief Executive Officer amounted to approximately USD 0.20 million in 2024. The contributions for other members of the Executive Committee amounted to approximately USD 0.04 million in the aggregate in 2024.
The contribution under the Chief Executive’s plan for the Chief Executive Officer amounted to approximately USD 0.23 million in 2025. The contributions for other members of the Executive Committee amounted to approximately USD 0.05 million in the aggregate in 2025.
Upon vesting, each vested restricted stock unit entitles its holder to one AB InBev share (subject to any applicable withholdings). These restricted stock units replaced the stock options to which the directors were previously entitled. -125- Table of Contents The granting and vesting of the restricted stock units are not subject to performance criteria.
Upon vesting, each vested restricted stock unit entitles its holder to one AB InBev share (subject to any applicable withholdings). These restricted stock units replaced the stock options to which the directors were previously entitled. The granting and vesting of the restricted stock units are not subject to performance criteria. Therefore, such RSUs qualify as fixed remuneration.
Herscovici joined the group in 2002 as a Global Management Trainee in Latin America South Zone and has built his career in Marketing and Sales. He moved to the US in 2011 and was responsible for opening the “Beer Garage”, AB InBev’s global digital innovation office, based out of Palo Alto, California.
Herscovici joined the company in 2002 as a Global Management Trainee in Latin America South Zone and has built his career in Commercial and Digital roles. He moved to the U.S. in 2009 and was responsible for opening the “Beer Garage”, AB InBev’s global digital innovation office, based out of Palo Alto, California.
Under our articles of association, the directors are appointed as follows, reflecting our particular shareholder structure: • four independent directors will be appointed by our shareholders’ meeting upon proposal by our Board of Directors; • so long as the Stichting and/or any of its affiliates, any of their respective successors and/or successors’ affiliates own, in aggregate, more than 30% of the shares with voting rights in our share capital, eight directors will be appointed by our shareholders’ meeting upon proposal by the Stichting (and/or any of its affiliates, any of their respective successors and/or successors’ affiliates); and • so long as the holders of Restricted Shares, together with their affiliates and/or any of their successors and/or successors’ affiliates, own in aggregate: • more than 13.5% of the shares with voting rights in our share capital, three directors will be appointed by our shareholders’ meeting upon proposal by the holders of the Restricted Shares; • more than 9% but not more than 13.5% of the shares with voting rights in our share capital, two directors will be appointed by our shareholders’ meeting upon proposal by the holders of the Restricted Shares; • more than 4.5% but not more than 9% of the shares with voting rights in our share capital, one director will be appointed by our shareholders’ meeting upon proposal by the holders of the Restricted Shares; and • 4.5% or less than 4.5% of the shares with voting rights in our share capital, the holders of the Restricted Shares will no longer have the right to propose any candidate for appointment as a member of our Board of Directors and no directors will be appointed upon proposal by the holders of the Restricted Shares. -112- Table of Contents The percentage of shares with voting rights in our share capital necessary for the appointment of directors as described in this section is determined 120 days before our annual shareholders’ meeting, i.e. 31 December 2024 for the meeting to be held on 30 April 2025.
Under our articles of association, the directors are appointed as follows, reflecting our particular shareholder structure: • four independent directors will be appointed by our shareholders’ meeting upon proposal by our Board of Directors; • so long as the Stichting and/or any of its affiliates, any of their respective successors and/or successors’ affiliates own, in aggregate, more than 30% of the shares with voting rights in our share capital, eight directors will be appointed by our shareholders’ meeting upon proposal by the Stichting (and/or any of its affiliates, any of their respective successors and/or successors’ affiliates); and • so long as the holders of Restricted Shares, together with their affiliates and/or any of their successors and/or successors’ affiliates, own in aggregate: • more than 13.5% of the shares with voting rights in our share capital, three directors will be appointed by our shareholders’ meeting upon proposal by the holders of the Restricted Shares; -110- Table of Contents • more than 9% but not more than 13.5% of the shares with voting rights in our share capital, two directors will be appointed by our shareholders’ meeting upon proposal by the holders of the Restricted Shares; • more than 4.5% but not more than 9% of the shares with voting rights in our share capital, one director will be appointed by our shareholders’ meeting upon proposal by the holders of the Restricted Shares; and • 4.5% or less than 4.5% of the shares with voting rights in our share capital, the holders of the Restricted Shares will no longer have the right to propose any candidate for appointment as a member of our Board of Directors and no directors will be appointed upon proposal by the holders of the Restricted Shares.
Executives who invest in voluntary shares also receive one and a half matching shares from the Company for each voluntary share invested up to a limited total percentage (60%) of each executive’s variable compensation. These matching shares are also delivered in the form of restricted stock units (“ Matching Shares ”).
Executives who invest all or part of their bonus in voluntary shares also receive one and a half matching shares from the Company for each voluntary share purchased up to a limited total percentage (up to 60%) of each executive’s bonus. These matching shares are delivered in the form of restricted stock units (“ Matching RSUs ”).

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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The 2023 Shareholders’ Agreement will remain in effect for an initial term until 27 August 2034 and will be automatically renewed for successive terms of ten years each unless, not later than two years prior to the expiration of the initial or any successive ten-year term, any party to the 2023 Shareholders’Agreement notifies the others of its intention to terminate the 2023 Shareholders’ Agreement.
The 2023 Shareholders’ Agreement will remain in effect for an initial term until 27 August 2034 and will be automatically renewed for successive terms of ten years each unless, not later than two years prior to the expiration of the initial or any successive ten-year term, any party to the 2023 Shareholders’ Agreement notifies the others of its intention to terminate the 2023 Shareholders’ Agreement.
Each of Altria and BEVCO entered into a voting agreement with the Stichting and us on 8 October 2016 (the “ Restricted Shareholder Voting Agreement ”), under which: • the Stichting is required to exercise the voting rights attached to its Ordinary Shares to give effect to the directors’ appointments principles set out in articles 19 and 20 of our articles of association; -151- Table of Contents • each holder of Restricted Shares is required to exercise the voting rights attached to his or her Ordinary Shares and Restricted Shares, as applicable, to give effect to the directors’ appointments principles set out in articles 19 and 20 of our articles of association; and • each holder of Restricted Shares is required not to exercise the voting rights attached to his or her Ordinary Shares and Restricted Shares, as applicable, in favor of any resolutions that would be proposed to modify the rights attached to Restricted Shares, unless such resolution has been approved by a qualified majority of the holders of at least 75% of the Restricted Shareholder Voting Shares (as defined in our articles of association).
Each of Altria and BEVCO entered into a voting agreement with the Stichting and us on 8 October 2016 (the “ Restricted Shareholder Voting Agreement ”), under which: -148- Table of Contents • the Stichting is required to exercise the voting rights attached to its Ordinary Shares to give effect to the directors’ appointments principles set out in articles 19 and 20 of our articles of association; • each holder of Restricted Shares is required to exercise the voting rights attached to his or her Ordinary Shares and Restricted Shares, as applicable, to give effect to the directors’ appointments principles set out in articles 19 and 20 of our articles of association; and • each holder of Restricted Shares is required not to exercise the voting rights attached to his or her Ordinary Shares and Restricted Shares, as applicable, in favor of any resolutions that would be proposed to modify the rights attached to Restricted Shares, unless such resolution has been approved by a qualified majority of the holders of at least 75% of the Restricted Shareholder Voting Shares (as defined in our articles of association).
MAJOR SHAREHOLDERS Shareholding Structure The following table shows our shareholding structure as at 31 December 2024 based on (i) transparency declarations made by shareholders who are compelled to disclose their shareholdings pursuant to the Belgian Law of 2 May 2007 on the notification of significant shareholdings and the articles of association of the company, (ii) notifications made by such shareholders to the company on a voluntary basis on or prior to 31 December 2024 for the purpose of updating the above information, (iii) notifications received by the company in accordance with Regulation (EU) No 596/2014, as amended, of the European Parliament and of the Council of 16 April 2014 and (iv) information included in public filings with the SEC.
MAJOR SHAREHOLDERS Shareholding Structure The following table shows our shareholding structure as at 31 December 2025 based on (i) transparency declarations made by shareholders who are compelled to disclose their shareholdings pursuant to the Belgian Law of 2 May 2007 on the notification of significant shareholdings and the articles of association of the company, (ii) notifications made by such shareholders to the company on a voluntary basis on or prior to 31 December 2025 for the purpose of updating the above information, (iii) notifications received by the company in accordance with Regulation (EU) No 596/2014, as amended, of the European Parliament and of the Council of 16 April 2014 and (iv) information included in public filings with the SEC.
The 2023 Shareholders’ Agreement amended, restated and replaced in its entirety the Amended and Restated New Shareholders’ Agreement dated 11 April 2016 (the “ 2016 Shareholders’ Agreement ”). The 2023 Shareholders’ Agreement has primarily modified certain provisions for nominating members of our Board of Directors which were previously included in the 2016 Shareholders’ Agreement.
The 2023 Shareholders’ Agreement amended, restated and replaced in its entirety the Amended and Restated New Shareholders’ Agreement dated 11 April 2016 (the “ 2016 Shareholders’ Agreement ”). The 2023 Shareholders’ Agreement primarily modified certain provisions for nominating members of our Board of Directors which were previously included in the 2016 Shareholders’ Agreement.
Memorandum and Articles of Association and Other Share Information—Quorum and Majority Requirements—Appointment of Directors.” -149- Table of Contents U.S. Holders of Record As a number of our shares are held in dematerialized form, we are not aware of the identity of all our shareholders.
Memorandum and Articles of Association and Other Share Information—Quorum and Majority Requirements—Appointment of Directors.” -146- Table of Contents U.S. Holders of Record As a number of our shares are held in dematerialized form, we are not aware of the identity of all our shareholders.
Altria subsequently converted certain of its Restricted Shares into Ordinary Shares and concurrently sold some of the converted shares, placing Altria’s position of Ordinary Shares in the Company at 34,006,520, as disclosed in the Schedule 13D beneficial ownership report filed by the Stichting dated 20 March 2024, implying an aggregate ownership of 8.06% based on the number of shares with voting rights as at 31 December 2024.
Altria subsequently converted certain of its Restricted Shares into Ordinary Shares and concurrently sold some of the converted shares, placing Altria’s position of Ordinary Shares in the Company at 34,006,520, as disclosed in the Schedule 13D beneficial ownership report filed by the Stichting dated 20 March 2024, implying an aggregate ownership of 8.15% based on the number of shares with voting rights as of 31 December 2025.
(6) On 27 December 2013, Stichting Fonds InBev-Baillet Latour, under Dutch law, acquired a controlling stake in Fonds Baillet Latour. (7) In addition to the Restricted Shares listed above, Altria announced in its Schedule 13D beneficial ownership report on 11 October 2016 that, following completion of the combination with SAB, it purchased 11,941,937 Ordinary Shares in the Company.
(6) On 27 December 2013, Stichting Fonds InBev-Baillet Latour acquired a controlling stake in Fonds Baillet Latour. (7) In addition to the Restricted Shares listed above, Altria announced in its Schedule 13D beneficial ownership report on 11 October 2016 that, following completion of the combination with SAB, it purchased 11,941,937 Ordinary Shares in the Company.
Accordingly, two wholly owned subsidiaries of Anheuser-Busch InBev (which hold our interest in Ambev) have annually subscribed to Ambev shares corresponding to 70% of the goodwill premium reserve (and Ambev minority shareholders subscribed shares pursuant to preferred subscription right under Brazilian law) and the remaining 30% of the tax benefit was capitalized without issuance of new shares for the benefit of all Ambev shareholders.
Accordingly, from 2005 to 2014, two wholly owned subsidiaries of Anheuser-Busch InBev (which hold our interest in Ambev) annually subscribed to Ambev shares corresponding to 70% of the goodwill premium reserve (and Ambev minority shareholders subscribed to shares pursuant to preferred subscription right under Brazilian law) and the remaining 30% of the tax benefit was capitalized without issuance of new shares for the benefit of all Ambev shareholders.
Other Transactions In 2022, 2023 and 2024, our subsidiary Bavaria SA, along with other subsidiaries in Middle Americas, entered into transactions for approximately COP 137.4 billion (USD 32.6 million), COP 277.4 billion (USD 64.6 million) and COP 457.3 billion (USD 112.0 million), respectively, for lease agreements, acquisition of natural gas and the sale of malt-based beverages and beer with companies of which Alejandro Santo Domingo, a member of our Board of Directors, is chair or member of the board of directors or part of the controlling shareholder group.
Other Transactions In 2023, 2024 and 2025, our subsidiary Bavaria SA, along with other subsidiaries in Middle Americas, entered into transactions for approximately COP 277.4 billion (USD 64.6 million), COP 457.3 billion (USD 112.0 million) and COP 400.4 billion (USD 98 million), respectively, for lease agreements, acquisition of natural gas and the sale of malt-based beverages and beer with companies of which Alejandro Santo Domingo, a member of our Board of Directors, is chair or member of the board of directors or part of the controlling shareholder group.
The Stichting and certain other entities acting in concert (within the meaning of Article 3, 13° of the Belgian Law of 2 May 2017 on the notification of significant shareholdings and/or within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids) with it (see “—Shareholders’ Arrangements” below) held, based on (i) transparency declarations made by shareholders who are compelled to disclose their shareholdings pursuant to the Belgian Law of 2 May 2007 on the notification of significant shareholdings and the articles of association of the company, (ii) notifications made by such shareholders to the company on a voluntary basis on or prior to 31 December 2024 for the purpose of updating the above information, (iii) notifications received by the company in accordance with Regulation (EU) No 596/2014, as amended, of the European Parliament and of the Council of 16 April 2014 and (iv) information included in public filings with the SEC, in the aggregate, 39.05% of our shares based on the number of our shares outstanding on 31 December 2024, excluding the 43,809,952 treasury shares held by us and certain of our subsidiaries.
The Stichting and certain other entities acting in concert (within the meaning of Article 3, 13° of the Belgian Law of 2 May 2017 on the notification of significant shareholdings and/or within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids) with it (see “—Shareholders’ Arrangements” below) held, based on (i) transparency declarations made by shareholders who are compelled to disclose their shareholdings pursuant to the Belgian Law of 2 May 2007 on the notification of significant shareholdings and the articles of association of the company, (ii) notifications made by such shareholders to the company on a voluntary basis on or prior to 31 December 2025 for the purpose of updating the above information, (iii) notifications received by the company in accordance with Regulation (EU) No 596/2014, as amended, of the European Parliament and of the Council of 16 April 2014 and (iv) information included in public filings with the SEC, in the aggregate, 39.50% of our shares based on the number of our shares outstanding on 31 December 2025, excluding the 68,489,754 treasury shares held by us and certain of our subsidiaries.
The 2023 Shareholders’ Agreement provides for restrictions on the ability of BRC and EPS/EPS Participations to transfer their Stichting certificates. -150- Table of Contents Pursuant to the terms of the 2023 Shareholders’ Agreement, BRC and EPS/EPS Participations jointly and equally exercise control over the Stichting and the shares held by the Stichting.
The 2023 Shareholders’ Agreement provides for restrictions on the ability of BRC and EPS/EPS Participations to transfer their Stichting certificates. Pursuant to the terms of the 2023 Shareholders’ Agreement, BRC and EPS/EPS Participations jointly and equally exercise control over the Stichting and the shares held by the Stichting.
As of 31 December 2024, BRC held 331,537,416 class B Stichting certificates (indirectly representing 16.78% of our shares), EPS held one class A Stichting certificate and EPS Participations held 331,537,415 class A Stichting certificates (together indirectly representing 16.78% of our shares). The Stichting is governed by its bylaws and its conditions of administration.
As of 31 December 2025, BRC held 331,537,416 class B Stichting certificates (indirectly representing 16.99% of our shares), EPS held one class A Stichting certificate and EPS Participations held 331,537,415 class A Stichting certificates (together indirectly representing 16.99% of our shares). The Stichting is governed by its bylaws and its conditions of administration.
During 2024, no payments were made to key management personnel except in the transactions listed below.
During 2025, no payments were made to key management personnel except in the transactions listed below.
(7) (“Altria”) 125,115,417 6.33 % BEVCO Lux S.à R.L (8) (“BEVCO”) 96,862,718 4.90 % Note: (1) See section “—Controlling Shareholder” below.
(7) (“Altria”) 125,115,417 6.41 % BEVCO Lux S.à R.L (8) (“BEVCO”) 96,862,718 4.97 % Note: (1) See section “—Controlling Shareholder” below.
BEVCO disclosed to us that it increased its position of Ordinary Shares in the company to an aggregate of 6,000,000 Ordinary Shares, resulting in an aggregate ownership of 5.21% based on the number of shares with voting rights as at 31 December 2024.
BEVCO disclosed to us that it increased its position of Ordinary Shares in the company to an aggregate of 6,000,000 Ordinary Shares, resulting in an aggregate ownership of 5.28% based on the number of shares with voting rights as of 31 December 2025.
Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. Transactions with associates and jointly controlled entities are discussed further below.
Unrealized gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of our interest in the entity. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. Transactions with associates and jointly controlled entities are discussed further below.
The first ten entities mentioned in the table act in concert (it being understood that (i) the first nine entities act in concert within the meaning of article 3, §1, 13º of the Belgian Law of 2 May 2007 on the notification of significant shareholdings, and (ii) the tenth entity acts in concert with the first nine entities within the meaning of article 3, §2 of the Belgian Law of 1 April 2007 on public takeover bids) and hold, as per (i) the most recent notifications received by us and the Financial Services and Markets Authority (“ FSMA ”) in accordance with (a) article 6 of the Belgian Law of 2 May 2007 on the notification of significant shareholdings or (b) Regulation (EU) No 596/2014, as amended, of the European Parliament and of the Council of 16 April 2014, and (ii) notifications to the company made on a voluntary basis on or prior to 31 December 2024, in aggregate, 771,355,582 Ordinary Shares, representing 39.05% of the voting rights attached to the shares outstanding as of 31 December 2024 excluding the 43,809,952 treasury shares held by us and certain of our subsidiaries.
The first ten entities mentioned in the table act in concert (it being understood that (i) the first nine entities act in concert within the meaning of article 3, §1, 13º of the Belgian Law of 2 May 2007 on the notification of significant shareholdings, and (ii) the tenth entity acts in concert with the first nine entities within the meaning of article 3, §2 of the Belgian Law of 1 April 2007 on public takeover bids) and hold, as per (i) the most recent notifications received by us and the Financial Services and Markets Authority (“ FSMA ”) in accordance with (a) article 6 of the Belgian Law of 2 May 2007 on the notification of significant shareholdings or (b) Regulation (EU) No 596/2014, as amended, of the European Parliament and of the Council of 16 April 2014, and (ii) notifications to the company made on a voluntary basis on or prior to 31 December 2025, in aggregate, 770,477,603 Ordinary Shares, representing 39.50% of the voting rights attached to the shares outstanding as of 31 December 2025 excluding the 68,489,754 treasury shares held by us and certain of our subsidiaries.
Since 2005, pursuant to the Protocol and Justification of the Merger, Ambev has carried out, with shareholders’ approval, capital increases through the partial capitalization of the goodwill premium reserve.
From 2005 to 2014, pursuant to the Protocol and Justification of the Merger, Ambev carried out, with shareholders’ approval, capital increases through the partial capitalization of the goodwill premium reserve.
Major shareholders Number of shares % of voting rights attached to our outstanding shares held (9) Holders of Ordinary Shares Stichting Anheuser-Busch InBev , a stichting incorporated under Dutch law (the “ Stichting ”) (1)(2) 663,074,832 33.57 % EPS Participations S.à.R.L , a company incorporated under Luxembourg law, affiliated with Eugénie Patri Sébastien (EPS) S.A., its parent company (2)(3)(5) (“ EPS Participations ”) 67,291,593 3.41 % EPS S.A. , a company incorporated under Luxembourg law, affiliated with the Stichting that it jointly controls with BRC S.à.R.L (2)(3)(5) (“ EPS ”) 99,999 0.01 % BRC S.á.R.L. , a company incorporated under Luxembourg law, affiliated with the Stichting that it jointly controls with EPS (2)(4) (“ BRC ”) 28,097,078 1.42 % Rayvax Société d’Investissements SA , a company incorporated under Belgian law (“ Rayvax ”) 50,000 0.00 % Fonds Verhelst SC , a company with a social purpose incorporated under Belgian law 0 0.00 % Fonds Voorzitter Verhelst SC , a company with a social purpose incorporated under Belgian law, affiliated to Fonds Verhelst SC, which controls it 6,997,665 0.35 % Stichting Fonds InBev-Baillet Latour , a stichting incorporated under Dutch law 0 0.00 % Fonds Baillet Latour SC , a company incorporated under Belgian law, affiliated to Stichting Fonds InBev-Baillet Latour under Dutch law, which controls it (6) 5,485,415 0.28 % -148- Table of Contents Major shareholders Number of shares % of voting rights attached to our outstanding shares held (9) Olia 2 AG , a company incorporated under Liechtenstein law, acting in concert with Jorge Paulo Lemann within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids 259,000 0.01 % Holders of Restricted Shares Altria Group, Inc.
Major shareholders Number of shares % of voting rights attached to our outstanding shares held (9) Holders of Ordinary Shares Stichting Anheuser-Busch InBev, a stichting incorporated under Dutch law (the “ Stichting ”) (1)(2) 663,074,832 33.99 % EPS Participations S.à.R.L, a company incorporated under Luxembourg law, affiliated with Eugénie Patri Sébastien (EPS) S.A., its parent company (2)(3)(5) (“ EPS Participations ”) 67,233,331 3.45 % EPS S.A., a company incorporated under Luxembourg law, affiliated with the Stichting that it jointly controls with BRC S.à.R.L (2)(3)(5) (“EPS”) 99,999 0.01 % BRC S.á.R.L., a company incorporated under Luxembourg law, affiliated with the Stichting that it jointly controls with EPS (2)(4) (“BRC”) 27,277,361 1.40 % Rayvax Société d’Investissements SA , a company incorporated under Belgian law (“ Rayvax ”) 50,000 0.00 % Fonds Verhelst SC , a company with a social purpose incorporated under Belgian law 0 0.00 % Fonds Voorzitter Verhelst SC , a company with a social purpose incorporated under Belgian law, affiliated with Fonds Verhelst SC, which controls it 6,997,665 0.36 % Stichting Fonds InBev-Baillet Latour , a stichting incorporated under Dutch law 0 0.00 % -145- Table of Contents Major shareholders Number of shares % of voting rights attached to our outstanding shares held (9) Fonds Baillet Latour SC , a company incorporated under Belgian law, affiliated with Stichting Fonds InBev-Baillet Latour, which controls it (6) 5,485,415 0.28 % Olia 2 AG , a company incorporated under Liechtenstein law, acting in concert with Jorge Paulo Lemann within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids 259,000 0.01 % Holders of Restricted Shares Altria Group, Inc.
As of 31 December 2024, we had 34,006,926 registered Ordinary Shares and 125,115,701 registered Restricted Shares held by 4 record holders in the United States, representing approximately 159.1 million of the voting rights attached to our shares outstanding as of such date. As of 31 December 2024, we also had 132,557,659 ADSs outstanding, each representing one Ordinary Share.
As of 31 December 2025, we had 34,006,926 registered Ordinary Shares and 125,115,701 registered Restricted Shares held by 4 record holders in the United States, representing approximately 159 million of the voting rights attached to our shares outstanding as of such date. As of 31 December 2025, we also had 106,027,992 ADSs outstanding, each representing one Ordinary Share.
However, Paulo Alberto Lemann, Marc Lemann, Heloisa de Paula Machado Sicupira and Claudio Garcia disclaim such beneficial ownership in such capacity. (5) On 18 December 2013, EPS contributed to EPS Participations its certificates in the Stichting and the shares it held directly in AB InBev, except for 100,000 shares.
However, Paulo Alberto Lemann, Marc Lemann, Marcelo Cunha Ribeiro and Claudio Garcia disclaim such beneficial ownership in such capacity. (5) On 18 December 2013, EPS contributed to EPS Participations its certificates in the Stichting and the shares it held directly in AB InBev, except for 100,000 shares.
Transactions with Directors and Executive Committee Members (Key Management Personnel) Total compensation of our directors and Executive Committee included in our income statement for 2024 set out below can be detailed as follows: Year ended 31 December 2024 Directors Executive Committee (USD million) Short-term employee benefits 2 15 Share-based payments — 55 Total 2 70 -152- Table of Contents In addition to short-term employee benefits (primarily salaries), the members of our Executive Committee were entitled to post-employment benefits.
Transactions with Directors and Executive Committee Members (Key Management Personnel) Total compensation of our directors and Executive Committee included in our income statement for 2025 set out below can be detailed as follows: Year ended 31 December 2025 Directors Executive Committee (USD million) Short-term employee benefits 2 11 Share-based payments — 57 Total 2 68 In addition to short-term employee benefits (primarily salaries), the members of our Executive Committee were entitled to post-employment benefits.
Ambev Special Goodwill Reserve As a result of the merger of InBev Brasil into Ambev in July 2005, Ambev acquired tax benefits resulting from the partial amortization of the special premium reserve pursuant to article 7 of the Normative Ruling No. 319/99 of the CVM ( Comissão de Valores Mobiliarios , the Securities and Exchange Commission of Brazil) (as superseded by article 11of CVM Resolution 78/22).
Transactions with Government-Related Entities We have no material transactions with government-related entities. -150- Table of Contents Ambev Special Goodwill Reserve As a result of the merger of InBev Brasil into Ambev in July 2005, Ambev acquired tax benefits resulting from the partial amortization of the special premium reserve pursuant to article 7 of the Normative Ruling No. 319/99 of the CVM ( Comissão de Valores Mobiliarios , the Securities and Exchange Commission of Brazil) (as superseded by article 11of CVM Resolution 78/22).
By virtue of their responsibilities as directors of the Stichting, Sabine Chalmers, Paul Cornet de Ways Ruart, Grégoire de Spoelberch, Alexandre Van Damme, Claudio Garcia, Jorge Paulo Lemann, Roberto Moses Thompson Motta and Carlos Alberto da Veiga Sicupira may be deemed, under the rules of the SEC, to be beneficial owners of our Ordinary Shares held by the Stichting.
By virtue of their responsibilities as directors of the Stichting, Sabine Chalmers, Paul Cornet de Ways Ruart, Grégoire de Spoelberch, Alexandre Van Damme, Claudio Garcia, Heloisa Sicupira, Marc Lemann and Paulo Alberto Lemann may be deemed, under the rules of the SEC, to be beneficial owners of our Ordinary Shares held by the Stichting.
By virtue of their responsibilities as current directors of BRC, Paulo Alberto Lemann, Marc Lemann, Claudio Garcia and Heloisa de Paula Machado Sicupira may also be deemed, under the rules of the SEC, to be the beneficial owners of our Ordinary Shares held by BRC.
By virtue of their responsibilities as current directors of BRC, Paulo Alberto Lemann, Marc Lemann, Claudio Garcia and Marcelo Cunha Ribeiro may also be deemed, under the rules of the SEC, to be the beneficial owners of our Ordinary Shares held by BRC.
See also note 23 “Pensions and similar obligations” and note 31 “Related parties” to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024. In addition, key management personnel are eligible for our share-based payment plan and/or our exchange of share ownership program. See also “Item 6.
See also note 23 and note 31 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025. In addition, key management personnel are eligible for our share-based payment plan and/or our exchange of share ownership program. See also “Item 6. Directors, Senior Management and Employees—B.
(9) Percentages are calculated on the total number of outstanding shares as at 31 December 2024 (2,019,241,973 shares) minus the number of outstanding shares held in treasury by us and certain of our subsidiaries as at 31 December 2024 (43,809,952 Ordinary Shares).
(9) Percentages are calculated on the total number of outstanding shares as of 31 December 2025 (2,019,241,973 shares) minus the number of outstanding shares held in treasury by us and certain of our subsidiaries as of 31 December 2025 (68,489,754 Ordinary Shares).
Directors, Senior Management and Employees—B. Compensation” and note 24 “Share-based payments” to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024. Directors’ compensation consists mainly of directors’ fees. Key management personnel did not have any significant outstanding balances with our company.
Compensation” and note 24 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025. -149- Table of Contents Directors’ compensation consists mainly of directors’ fees. Key management personnel did not have any significant outstanding balances with our company.
As of 31 December 2024, the Stichting owned 663,074,832 of our shares, which represented a 33.57% voting interest based on the number of our shares outstanding as of 31 December 2024, excluding the 43,809,952 treasury shares held by us and certain of our subsidiaries.
As of 31 December 2025, the Stichting owned 663,074,832 of our shares, which represented a 33.99% voting interest based on the number of our shares outstanding as of 31 December 2025, excluding the 68,489,754 treasury shares held by us and certain of our subsidiaries.
Subject to certain exceptions, all decisions of the Stichting with respect to the shares it holds, including how such shares will be voted at our shareholders’ meetings, will be made by the Stichting board of directors.
Subject to certain exceptions, all decisions of the Stichting with respect to the shares it holds, including how such shares will be voted at our shareholders’ meetings, will be made by the Stichting board of directors. -147- Table of Contents The 2023 Shareholders’ Agreement requires the Stichting board of directors to meet prior to each of our shareholders’ meetings to determine how the shares held by the Stichting are to be voted.
Such amortization will be carried out within the ten years following the merger.
Such amortization was carried out in the ten years following the merger.
Transactions with Associates Our transactions with associates were as follows: Year ended 31 December 2024 (USD million) Gross profit (215 ) Current assets 102 Current liabilities 7 Our transactions with associates primarily consist of sales to distributors in which we have a non-controlling interest. -153- Table of Contents Transactions with Pension Plans Our transactions with pension plans mainly consisted of USD (12) million other expense to pension plans in the United States.
Transactions with Associates Our transactions with associates were as follows: Year ended 31 December 2025 (USD million) Gross profit 19 Current assets 102 Current liabilities 13 Our transactions with associates primarily consist of sales to distributors in which we have a non-controlling interest.
Such transactions between Anheuser-Busch InBev SA/NV and our subsidiaries are not disclosed in our consolidated financial statements as related party transactions because they are eliminated on consolidation.
Such transactions between Anheuser-Busch InBev SA/NV and our subsidiaries are not disclosed in our consolidated financial statements as related party transactions because they are eliminated on consolidation. A list of our principal subsidiaries is shown in note 34 to our audited consolidated financial statements as of 31 December 2025 and 2024, and for the three years ended 31 December 2025.
Removed
The 2023 Shareholders’ Agreement requires the Stichting board of directors to meet prior to each of our shareholders’ meetings to determine how the shares held by the Stichting are to be voted.
Added
Transactions with Pension Plans Our transactions with pension plans mainly consisted of USD 12 million other expense to pension plans in the United States.
Removed
A list of our principal subsidiaries is shown in note 34 “AB InBev Companies” to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024. Unrealized gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of our interest in the entity.
Removed
Transactions with Government-Related Entities We have no material transactions with government-related entities.

Other BUD 10-K year-over-year comparisons